SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934



Date of Report (Date of earliest event reported):    June 18, 1996

                             Restor Industries, Inc.
             (Exact name of registrant as specified in its charter)



       Delaware               0-19998                 65-0044209
    (State or other   (Commission File Number)  (IRS Employer Identification
    jurisdiction of                                        Number)
    incorporation)


    4501 Vineland Road, Orlando, Florida                 32811
  (Address of principal executive offices)             (Zip Code)



Registrant's telephone number, including area code: (407) 843-7031
                                                   ----------------





<PAGE>


Item 2. Acquisition or Disposition of Assets


On June 18, 1996, Restor-Comtech,  Inc. ("Acquisition"),  a Delaware corporation
and wholly-owned  subsidiary of Restor  Industries,  Inc. (the  "Company"),  and
Comtech Sunrise,  Inc., a California corporation  ("Comtech"),  merged under the
terms and  conditions  of a Merger  Agreement  by and between  Acquisition,  the
Company,   Comtech   and   certain  of  the   shareholders   of   Comtech   (the
"Shareholders").  Pursuant to the Merger Agreement attached hereto as Exhibit 2,
Comtech, a Livermore,  California-based company which designs,  manufactures and
markets  transmission  and access  telecommunications  products  under the trade
names of  Sunrise  Technology  and  Sunrise  Sierra,  was  merged  with and into
Acquisition with Acquisition as the surviving corporation.

Pursuant to the Merger,  all of the issued and outstanding shares of the capital
stock of Comtech  were  converted  into the right to receive (i) an aggregate of
597,246 shares of the Company's $.01 par value common stock ("Common Stock"), of
which 211,765 shares are subject to the terms of the Escrow  Agreement  attached
as  exhibit  2.1(b)  to the  Merger  Agreement;  plus  (ii) an  amount  equal to
Eighty-Eight  Thousand Dollars  ($88,000);  plus (iii) the Shareholders have the
right to receive  additional  consideration in the form of cash, or Common Stock
at the option of the Company,  not to exceed One Million Eight Hundred  Thousand
Dollars ($1,800,000) in the aggregate, as set forth in the Merger Agreement (the
"Additional  Consideration"),  payable in three  installments not to exceed Five
Hundred  Thousand  ($500,000) on February 15, 1997,  Six Hundred Fifty  Thousand
($650,000)  on February 15, 1998 and Six Hundred  Fifty  Thousand  ($650,000) on
February 15, 1999, provided that Acquisition's Pre-Tax Net Income, as defined in
the Merger Agreement,  equals or exceeds certain predefined levels for the three
performance  periods January 1, 1996 to and including December 31, 1996; January
1, 1997 to and including  December 31, 1997 and January 1, 1998 to and including
December  31,  1998.  If the Pre-Tax  Net Income  levels are not  obtained,  the
Additional  Consideration  will be reduced as set forth in the Merger Agreement.
Other conditions to the payment of the Additional Consideration are set forth in
the Merger Agreement.  Michael Joe,  President of Comtech,  also entered into an
employment agreement with Acquisition, a copy of which is attached to the Merger
Agreement as exhibit 6.2(h).

The  Consideration  for the Merger was  determined  as a result of  negotiations
between the Company and Comtech and was  approved by the boards of  directors of
the Company,  Acquisition and Comtech. The Company presently intends to fund the
Additional Consideration out of working capital (if paid in cash) at the time it
becomes  payable.  Prior  to the  Merger,  neither  the  Company  nor any of its
affiliates,  directors or officers,  nor any  associate of any such  director or
officer had any relationship with Comtech or any of its shareholders.

The description  contained  herein of the Merger is qualified in its entirety by
reference  to the Merger  Agreement  and the Press  Release,  which are attached
hereto as Exhibits 2 and 99, respectively, and incorporated herein by reference.


<PAGE>


Item 7. Financial Statements, Proforma Financial Information and Exhibits


Item 7(a). Financial Statements

Included in this Report are the  financial  statements of Comtech as of December
31, 1995 and the year then ended. Such financial statements have been audited by
Tedder,  Grimsley & Company,  P.A.,  Independent  Certified Public  Accountants,
whose opinion thereon is also included herein.

The results of Comtech were  included in the  Company's  consolidated  financial
statements from January 1, 1996, its effective date of acquisition.



<PAGE>                        

                              COMTECH SUNRISE, INC.


                              FINANCIAL STATEMENTS

                          Year Ending December 31, 1995




<PAGE>
TABLE OF CONTENTS



                                                                       Page No.

INDEPENDENT AUDITOR'S REPORT..................................................1

FINANCIAL STATEMENTS

  Balance Sheet...............................................................2
  
  Statement of Income.........................................................3

  Statement of Stockholders' Equity...........................................4

  Statement of Cash Flows.....................................................5

  Notes to Financial Statements...............................................6



<PAGE>

                     Independent Auditor's Report




To the Board of Directors
Comtech Sunrise, Inc.
Livermore, California


We have  audited the  accompanying  balance  sheet of Comtech  Sunrise,  Inc. (a
California  corporation) as of December 31, 1995, and the related  statements of
income,  stockholders'  equity  and cash  flows for the year then  ended.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Comtech Sunrise,  Inc. as of
December 31, 1995,  and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.



/s/ Tedder, Grimsley & Company, P.A.

Tedder, Grimsley & Company, P.A.
May 23, 1996



<PAGE>

COMTECH SUNRISE, INC.
BALANCE SHEET
December 31, 1995


ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                        $    806,907
  Accounts receivable (net of allowance
    for doubtful accounts of $28,884)                                   175,547
  Notes receivable                                                       17,237
  Inventory                                                             421,576
  Prepaid expenses                                                        2,913
                                                                   ------------
                                        TOTAL CURRENT ASSETS          1,424,180

EQUIPMENT - net                                                          27,096

OTHER ASSETS
  Investment                                                             15,000
  Notes receivable                                                       10,964
  Deposits                                                               10,500
                                                                   ------------
                                                                         36,464
                                                                   ------------
                                                                   $  1,487,740
                                                                   ============



LIABILITIES AND STOCKHOLDERS' EQUITY                                  

CURRENT LIABILITIES
  Loan from stockholder                                         $        55,371
  Accounts payable                                                      151,220
  Accrued liabilities                                                   167,344
  Income taxes payable                                                  138,498
                                                                   ------------
                                       TOTAL CURRENT LIABILITIES        512,433

STOCKHOLDERS' EQUITY
  Common stock                                                          317,467
  Retained earnings                                                     657,840
                                                                   ------------
                                                                        975,307
                                                                   ------------
                                                                   $  1,487,740
                                                                   ============

                                                                 


See accompanying notes to financial statements.



<PAGE>

COMTECH SUNRISE, INC.
STATEMENT OF INCOME
For the Year Ended December 31, 1995



SALES                                                              $  3,610,412

COST OF SALES                                                         2,292,796
                                                                   ------------
                                                    GROSS PROFIT      1,317,616

OPERATING EXPENSES                                                      959,052
                                                                   ------------

                                          INCOME FROM OPERATIONS        358,564

OTHER INCOME                                                             22,362

INTEREST EXPENSE                                                         (7,516)
                                                                   ------------
                                             INCOME BEFORE TAXES        373,410

PROVISION FOR INCOME TAXES                                              141,104
                                                                   ------------
                                                      NET INCOME   $    232,306
                                                                   ============






See accompanying notes to financial statements.



<PAGE>

COMTECH SUNRISE, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
For the Year Ended December 31, 1995



                                                  Common Stock         Retained
                                               Number     Amount       Earnings

Balance, December 31, 1994                   2,275,620  $  303,467   $  425,534

Issuance of shares                             500,000      14,000          -

Net income                                         -           -        232,306
                                             ---------  ----------   ----------

Balance, December 31, 1995                   2,775,620  $  317,467   $  657,840
                                             =========  ==========   ==========






See accompanying notes to financial statements.



<PAGE>

COMTECH SUNRISE, INC.
STATEMENT OF CASH FLOWS
For the Year Ended December 31, 1995




CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                        $   232,306
  Adjustments to reconcile net income
    to net cash provided by operating
    activities:
      Depreciation                                                       14,625
      Provision for warranties                                           30,000
      Provision for bad debts                                            11,104
 (Increase) Decrease in:
    Accounts receivable                                                 163,684
    Inventory                                                          (104,726)
  Increase (Decrease) in:
    Accounts payable                                                       (821)
    Accrued liabilities                                                  50,866
    Income taxes                                                         98,150
                                                                     ----------
                                     NET CASH AND CASH EQUIVALENTS
                                  PROVIDED BY OPERATING ACTIVITIES      495,188

CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of equipment                                               (6,565)
  Collections on notes receivable                                        30,429
  New notes issued                                                      (35,416)
                                                                     ----------
                                     NET CASH AND CASH EQUIVALENTS
                                      USED BY INVESTING ACTIVITIES      (11,552)

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from sale of stock                                            14,000
  Payment of accrued dividends                                          (18,000)
                                                                     ----------
                                     NET CASH AND CASH EQUIVALENTS
                                      USED BY FINANCING ACTIVITIES       (4,000)
                                                                     ----------
                                              NET INCREASE IN CASH
                                              AND CASH EQUIVALENTS      479,636

CASH AND CASH EQUIVALENTS, beginning of year                            327,271
                                                                     ----------

CASH AND CASH EQUIVALENTS, end of year                               $  806,907
                                                                     ==========

SUPPLEMENTAL DISCLOSURES:
  Interest paid                                                      $    8,446
                                                                     ==========
  Income taxes paid                                                  $   42,954
                                                                     ==========




See accompanying notes to financial statements.



<PAGE>

COMTECH SUNRISE, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1995



NOTE A - SUMMARY OF SIGNIFICANT  ACCOUNTING POLICIES 

     Comtech Sunrise, Inc. was incorporated in the State of California on August
23, 1988. In August of 1994, the Company acquired Tradewinds Technology, Inc. by
trading shares of Comtech Sunrise, Inc. for the outstanding shares of Tradewinds
Technology,  Inc. Just prior to the  acquisition,  Tradewinds  Technology,  Inc.
acquired  some of the  stock  from the  shareholders  and  declared  an  $18,000
dividend.  These  liabilities  were  settled in 1995.  In July of 1995,  Comtech
Sunrise,  Inc. acquired Sierra  Transmission  Systems,  Inc. by trading stock of
Comtech Sunrise,  Inc. for all of the outstanding shares of Sierra  Transmission
Systems,  Inc. The  financial  statements  reflect the  operations as if Comtech
Sunrise,  Inc. had acquired Sierra Transmission  Systems,  Inc. as of January 1,
1995. Comtech Sunrise,  Inc. (the "Company")  produces and sells  communications
equipment  from their  facility  located  in  Livermore,  California.  The sales
operations  are conducted  throughout the United States as well as other foreign
countries. 

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.  The significant estimates and
assumptions are explained below.

Basis of Accounting

The  Company  prepares  its  financial  statements  using the  accrual  basis of
accounting.

Cash and Cash Equivalents

For purposes of financial presentation,  the Company considers all highly liquid
debt  instruments  purchased  with a maturity of three months or less to be cash
equivalents.



<PAGE>

COMTECH SUNRISE, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1995



Inventory

Inventories  are  stated  at the  lower of cost or  market  using  the  first-in
first-out method.

Equipment

Equipment  is stated at cost.  Expenditures  for  maintenance  and  repairs  are
expensed as incurred.

Depreciation has been provided using the straight-line method over the estimated
useful lives of the assets as follows:

                  Equipment                                5 years
                  Furniture and office equipment           5 years

Income Taxes

The  Company has accrued  federal  and state  income  taxes based on its current
income. There are no significant differences between income for tax purposes and
financial reporting purposes.

NOTE B - INVESTMENTS

Long-term investments consists of 25,000 shares in Netra, Inc. In March of 1996,
Netra, Inc. was merged with DTS Acquisition  Corporation (DTS) at which time the
Company  received  7,463 shares of common stock of DTS.  Management  expects the
stock to begin trading on the open market within one year of the merger.

NOTE C - NOTES RECEIVABLE

Notes  receivable  consist of unsecured  loans to employees  that carry interest
between 9% and 12%. Payments are deducted from the employee  paychecks and range
from $45 to $138 every two weeks.

NOTE D - INVENTORY

Inventory consists of completed data  communications  equipment and raw material
to manufacture the equipment.

Inventory is stated at the lower of cost or market using the first-in  first-out
method.



<PAGE>

COMTECH SUNRISE, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1995



Inventory at December 31, 1995 consists of:

                           Completed                                 $  185,028
                           Raw material                                 236,548
                                                                     ----------
                                                                     $  421,576
                                                                     ==========

NOTE E - EQUIPMENT

Equipment at December 31, 1995 consists of the following:

                  Equipment                                          $   93,591
                  Office furniture and equipment                         15,245
                                                                     ----------
                                                                        108,836
                  Less accumulated depreciation                         (81,740)
                                                                     ----------
                                                                     $   27,096
                                                                     ==========

NOTE F - LOAN FROM STOCKHOLDER

The Company  borrowed  $75,000 from a stockholder  in August,  1991. The note is
unsecured  and  carries  interest  at 12% per  annum.  The  note was paid off in
February of 1996.

NOTE G - STOCKHOLDER'S EQUITY

The Company has  authorized  5,000,000  shares of no par common stock,  of which
2,775,620 shares were issued and outstanding as of December 31, 1995.

The Company has issued  various  stock  options to its  employees.  However,  as
described in Note I, all of the outstanding shares in Comtech Sunrise, Inc. will
be acquired by Restor-Comtech Inc. According to the terms of that agreement, the
stock options are limited to 426,507 shares at a total value of $9,000.

NOTE H - OPERATING LEASE

The Company leases its facility under an operating  lease.  The lease  agreement
expires December 31, 1998. Lease expense was $86,400 for the year ended December
31, 1995.  Minimum lease  obligations  for future periods are as follows:  1996,
$91,200; 1997, $96,000; 1998, $96,000.



<PAGE>

COMTECH SUNRISE, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1995



NOTE I - SUBSEQUENT EVENTS

On February 21, 1996, the  shareholders  entered into a letter of intent to sell
all of their stock in the  Company to  Restor-Comtech,  Inc.,  a  subsidiary  of
Restor  Industries,  Inc. On April 22,  1996, a  definitive  agreement,  plan of
merger  and  irrevocable   proxies  were  executed  by  the  shareholders.   The
consummation of the merger is expected to occur in June 1996,  after a mandatory
registration process is completed in the State of California.

NOTE J - CREDIT RISK AND CONCENTRATIONS

The Company had 2 major customers  during the year which  constituted  41.45% of
total sales.

<PAGE>

Item 7(b). Pro Forma Financial Information

In May 1995,  the Company  acquired AIT, Inc.  ("AIT"),  a provider of switching
systems,  add-on  frames and related  circuit  boards to the  telecommunications
industry.  In October 1995, the Company  acquired  Westec  Communications,  Inc.
("Westec"),  a provider  of wireless  systems  and repair  services to the cable
television and telecommunications industries. The results of operations for both
AIT and Westec were included in the Company's  consolidated financial statements
from their respective dates of acquisition.

The  acquisition of Comtech has been accounted for using the purchase  method of
accounting.  The pro forma  consolidated  statements of operations for the years
ended December 31, 1995 and 1994 reflect the  acquisitions  of Comtech,  AIT and
Westec  as if they had been  completed  as of  January  1,  1994.  No pro  forma
condensed  balance  sheet  has  been  presented  herein  because  the  Company's
consolidated  balance  sheet as of March 31, 1996,  as reported in the Company's
Form 10-Q for the quarter ended March 31, 1996, reflects all three acquisitions.

The pro forma data does not purport to be  indicative of the results which would
actually have been reported if the three acquisitions had occurred on such dates
or which may be  reported  in the  future.  The pro forma data should be read in
conjunction  with  the  historical  consolidated  financial  statements  of  the
Company,  the financial  statements of Comtech,  AIT and Westec, and the related
notes thereto.


<PAGE>
<TABLE>

World Access, Inc. and Subsidiaries

Unaudited Pro Forma Statements of Operations

Year Ended December 31, 1995



<CAPTION>
                                                                                      
                                RESTOR           (A)          (B)           (C)         PRO FORMA      PRO FORMA
                              HISTORICAL         AIT         WESTEC       COMTECH      ADJUSTMENTS      COMBINED
                             ------------   -----------   -----------   -----------    -----------    ------------
<S>                          <C>            <C>           <C>           <C>            <C>            <C>

 Sales of products           $ 17,383,904   $ 2,030,559   $   787,833   $ 3,323,671    $  (85,511)(D) $ 23,440,456
 Service revenues              12,754,585                   1,618,653       286,741                     14,659,979
                             ------------   -----------   -----------   -----------    -----------    ------------
    Total Sales                30,138,489     2,030,559     2,406,486     3,610,412       (85,511)      38,100,435

 Cost of products sold         12,657,218     1,455,293       677,447     2,147,626       (29,296)(D)   16,908,288
 Cost of services              11,118,411                     744,300       172,045         2,004 (D)   12,036,760
                             ------------   -----------   -----------   -----------    -----------    ------------
    Total Costs of Sales       23,775,629     1,455,293     1,421,747     2,319,671       (27,292)      28,945,048
                             ------------   -----------   -----------   -----------    -----------    ------------
    Gross Profit                6,362,860       575,266       984,739     1,290,741       (58,219)       9,155,387

 Engineering and development      577,299                                   137,750                        715,049
 Selling, general and adminis   3,124,559       484,418       454,089       794,427                      4,857,493
 Amortization of goodwill         157,394                                                 255,179 (E)      412,573
 Special charges                  980,000                                                                  980,000
                             ------------   -----------   -----------   -----------    -----------    ------------
    Total Costs and Expenses    4,839,252       484,418       454,089       932,177       255,179        6,965,115
                             ------------   -----------   -----------   -----------    -----------    ------------
    Operating Income (Loss)     1,523,608        90,848       530,650       358,564      (313,398)       2,190,272

 Interest expense                 493,797        11,840           897         7,516       119,450 (F)      633,500
 Interest and other income       (142,632)       (2,121)      (10,479)      (22,362)      (20,250)(G)     (197,844)
                             ------------   -----------   -----------   -----------    -----------    ------------
    Net Income (Loss)           1,172,443        81,129       540,232       373,410      (412,598)       1,754,616
                             ============   ===========   ===========   ===========    ===========    ============


Net Income Per Common Share           .12                                                                     0.17 (H)
                             ============                                                              ===========
Wted Avg Shs                    9,083,260                                                               10,435,386 (H)
                             ============                                                              ===========

<FN>

 Notes to Unaudited Pro Forma Statement of Operations

 (A) Represents results of AIT for the 4.5 month period 1/1/95 to 5/16/95.

 (B) Represents results of Westec for the nine months ended 9/30/95.

 (C) Represents results of Comtech for the year ended 12/31/95.

 (D) Represents  elimination  of  intercompany  shipments  and  adjustment to
     depreciation  expense based on estimated fair values of assets  acquired
     and useful lives assigned.

 (E) Represents  adjustment  to amortize the excess of cost over the net assets
     acquired.

 (F) Adjustment  for  estimated  interest  expense  the  Company  would  have
     incurred had it borrowed  the cash paid to  shareholders  of  businesses
     acquired.

 (G) Represents  adjustment  to interest  income  related to $1.3  million note
     receivable from the former shareholder of AIT.

 (H) Includes  shares of Company  common stock  issued to the  shareholders  of
     businesses acquired.

</FN>
</TABLE>

<PAGE>
<TABLE>

World Access, Inc. and Subsidiaries

Unaudited Pro Forma Statements of Operations

Year Ended December 31, 1994



<CAPTION>
                                                                           
                                RESTOR           (A)            (B)            (C)          PRO FORMA      PRO FORMA
                              HISTORICAL        AIT           WESTEC        COMTECH        ADJUSTMENTS      COMBINED
                             ------------    -----------    -----------    -----------     -----------    ------------
<S>                          <C>             <C>            <C>            <C>             <C>            <C>

 Sales of products           $  2,776,094    $ 5,612,469    $   368,620    $ 2,842,381     $  (76,433)(D) $ 11,523,131
 Service revenues              12,507,302                     2,159,911        247,163                      14,914,376
                             ------------    -----------    -----------    -----------     -----------    ------------
    Total Sales                15,283,396      5,612,469      2,528,531      3,089,544        (76,433)      26,437,507
                    
 Cost of products sold          2,195,588      4,076,362        380,946      1,837,970        (32,499)(D)    8,458,367
 Cost of services              11,111,942                     1,010,854        147,371         43,850 (D)   12,314,017
                             ------------    -----------    -----------    -----------     -----------    ------------
    Total Costs of Sales       13,307,530      4,076,362      1,391,800      1,985,341         11,351       20,772,384
                             ------------    -----------    -----------    -----------     -----------    ------------
    Gross Profit                1,975,866      1,536,107      1,136,731      1,104,203        (87,784)       5,665,123

 Engineering and development      580,917                                      118,021                         698,938
 Selling, general and adminis   2,657,710      1,199,725        914,221        679,700                       5,451,356
 Amortization of goodwill          29,776                                                     370,680 (E)      400,456
                             ------------    -----------    -----------    -----------     -----------    ------------
    Total Costs and Expenses    3,268,403      1,199,725        914,221        797,721        370,680        6,550,750
                             ------------    -----------    -----------    -----------     -----------    ------------
    Operating Income (Loss)    (1,292,537)       336,382        222,510        306,482       (458,464)        (885,627)

 Interest expense                 523,011         31,573            400          9,478        204,750 (F)      769,212
 Debt conversion costs             80,109                                                                       80,109
 Interest and other income        (13,071)        (5,656)       (28,940)        (8,944)       (84,000)(G)     (140,611)
                             ------------    -----------    -----------    -----------     -----------    ------------
    Net Income (Loss)          (1,882,586)       310,465        251,050        305,948       (579,214)      (1,594,337)
                             ============    ===========    ===========    ===========     ===========    ============


Net (Loss) Per Common Share         (0.41)                                                                       (0.26)(H)
                             ============                                                                  ===========
Wted Avg Shs                    4,630,895                                                                    6,178,723 (H)
                             ============                                                                  ===========

<FN>

 Notes to Unaudited Pro Forma Statement of Operations

 (A) Represents results of AIT for the year ended 12/31/94.

 (B) Represents results of Westec for the year ended 12/31/94.

 (C) Represents results of Comtech for the year ended 12/31/94.

 (D) Represents  elimination  of  intercompany  shipments  and  adjustment to
     depreciation  expense based on estimated fair values of assets  acquired          
     and useful lives assigned.

 (E) Represents  adjustment  to amortize the excess of cost over the net assets
     acquired.

 (F) Adjustment  for  estimated  interest  expense  the  Company  would  have
     incurred had it borrowed  the cash paid to  shareholders  of  businesses
     acquired.

 (G) Represents  adjustment  to interest  income  related to $1.3  million note
     receivable from the former shareholder of AIT.

 (H) Includes  shares of Company  common stock  issued to the  shareholders  of
     businesses acquired.

</FN>
</TABLE>
<PAGE>



                                    SIGNATURE


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the Company has duly caused this Report to be signed on its behalf
by the undersigned, thereunto duly authorized.



                                                     RESTOR INDUSTRIES, INC.



                                               By:      /s/ Mark A. Gergel
                                                       -----------------------
                                                       Mark A. Gergel
                                                       Its Vice President and 
                                                       Chief Financial Officer


Dated as of June 19, 1996.


<PAGE>




                                  EXHIBIT INDEX



NO.                                 DESCRIPTION
- ------------------                  ------------------------------------------
Exhibit No. 2                       Merger Agreement
Exhibit No. 2.1(b)                  Escrow Agreement
Exhibit No. 5.13                    Irrevocable Proxy
Exhibit No. 5.17                    Affiliate Letter
Exhibit No. 6.2(h)                  Employment Agreement
Exhibit No. 6.2(j)                  Lock-up Letter
Exhibit No. 23.1                    Consent of Tedder, Grimsley & Company, P.A.
Exhibit No. 99                      Press Release




<PAGE>


EXHIBIT NO. 2




                          AGREEMENT AND PLAN OF MERGER


                               between and among



                          RESTOR INDUSTRIES, INC. and
                              RESTOR-COMTECH, INC.


                                      and



                                 MICHAEL R. JOE
                                      and
                              MICHAEL G. RAMLOGAN
                                      and
                               DANIEL P. LUBARSKY



                                      and


                             COMTECH SUNRISE, INC.



                              As of April 22, 1996





<PAGE>




                               TABLE OF CONTENTS

                                                                            Page

ARTICLE 1.             THE MERGER............................................  1
     SECTION 1.1.        Surviving Corporation...............................  1
     SECTION 1.2.        Certificate of Incorporation........................  1
     SECTION 1.3.        Bylaws..............................................  1
     SECTION 1.4.        Directors...........................................  2
     SECTION 1.5.        Officers............................................  2
     SECTION 1.6.        Effective Time......................................  2

ARTICLE 2.             CONVERSION OF SHARES..................................  2
     SECTION 2.1.        Comtech Stock.......................................  2
     SECTION 2.2.        Fractional Shares................................... 11
     SECTION 2.3.        Exchange of Comtech Stock........................... 12

ARTICLE 3.             REPRESENTATIONS AND WARRANTIES OF COMTECH............. 13
     SECTION 3.1.        Organization........................................ 13
     SECTION 3.2.        Authorization....................................... 13
     SECTION 3.3.        Absence of Restrictions and Conflicts............... 14
     SECTION 3.4.        Capitalization; Ownership of Comtech Stock.......... 15
     SECTION 3.5.        Financial Statements................................ 15
     SECTION 3.6.        Absence of Certain Changes.......................... 16
     SECTION 3.7.        Legal Proceedings................................... 17
     SECTION 3.8.        Compliance with Law................................. 17
     SECTION 3.9.        Comtech Material Contracts.......................... 18
     SECTION 3.10.       Comtech Customer Contract........................... 19
     SECTION 3.11.       Tax Returns; Taxes.................................. 19
     SECTION 3.12.       Officers, Directors and Employees................... 20
     SECTION 3.13.       Comtech Employee Benefit Plans...................... 20
     SECTION 3.14.       Labor Relations..................................... 24
     SECTION 3.15.       Insurance........................................... 25
     SECTION 3.16.       Title to Properties and Related Matters............. 25
     SECTION 3.17.       Environmental Matters............................... 25
     SECTION 3.18.       Patents, Trademarks, Trade Names.................... 26
     SECTION 3.19.       Transactions with Affiliates........................ 27
     SECTION 3.20.       Brokers, Finders and Investment Bankers............. 27
     SECTION 3.21.       Disclosure.......................................... 28

ARTICLE 4.             REPRESENTATIONS AND WARRANTIES OF RESTOR.............. 28
     SECTION 4.1.        Organization........................................ 28
     SECTION 4.2.        Authorization....................................... 28
     SECTION 4.3.        Absence of Restrictions and Conflicts............... 29
     SECTION 4.4.        Capitalization of Restor............................ 29
     SECTION 4.5.        Financial Statements................................ 29
     SECTION 4.6.        Absence of Certain Changes.......................... 30
     SECTION 4.7.        Legal Proceedings................................... 31
     SECTION 4.8.        Compliance with Law................................. 31
     SECTION 4.9.        Tax Returns; Taxes.................................. 32
     SECTION 4.10.       Restor SEC Reports.................................. 32
     SECTION 4.11.       Transactions with Affiliates........................ 33
     SECTION 4.12.       Disclosure.......................................... 33

ARTICLE 5.             CERTAIN COVENANTS AND AGREEMENTS...................... 33
     SECTION 5.1.        Conduct of Business by Comtech...................... 33
     SECTION 5.2.        Inspection and Access to Information................ 35


<PAGE>

     SECTION 5.3.        No Solicitation; Acquisition Proposals.............. 36
     SECTION 5.4.        Reasonable Efforts; Further Assurances;Cooperation.. 37
     SECTION 5.5.        Public Announcements................................ 38
     SECTION 5.6.        Supplements to Disclosure Letters................... 38
     SECTION 5.7.        Noncompetition...................................... 38
     SECTION 5.8.        No Interference..................................... 39
     SECTION 5.9.        Continuation of Business............................ 39
     SECTION 5.10.       Indemnity for Lease................................. 39
     SECTION 5.11.       Certain Securities Law Matters...................... 40
     SECTION 5.12.       Shareholder Matters................................. 40
     SECTION 5.13.       Irrevocable Proxies................................. 40
     SECTION 5.14.       Management of Surviving Corporation................. 40
     SECTION 5.15.       Access to Books and Records......................... 41
     SECTION 5.16.       Indemnification Against Certain Liabilities......... 41
     SECTION 5.17.       Agreement of Affiliates..............................41

ARTICLE 6.             OTHER MATTERS......................................... 41
     SECTION 6.1.        Conditions to Each Party's Obligations.............. 41
     SECTION 6.2.        Conditions to Obligations of Restor and Merger Sub...42
     SECTION 6.3.        Conditions to Obligations of the Comtech............ 45

ARTICLE 7.             CLOSING............................................... 48

ARTICLE 8.             TERMINATION........................................... 48
     SECTION 8.1.        Termination and Abandonment......................... 48
     SECTION 8.2.        Specific Performance and Other Remedies............. 49
     SECTION 8.3.        Effect of Termination............................... 49

ARTICLE 9.             INDEMNIFICATION....................................... 49
     SECTION 9.1.        Definitions......................................... 49
     SECTION 9.2.        Agreement of Comtech Indemnitors to Indemnify........50
     SECTION 9.3.        Agreement of Restor Indemnitors to Indemnify........ 51
     SECTION 9.4.        Procedures for Indemnification...................... 51
     SECTION 9.5.        Third Party Claims.................................. 52
     SECTION 9.6.        Rights and Remedies Exclusive....................... 54
     SECTION 9.7.        Survival............................................ 54
     SECTION 9.8.        Time Limitations.................................... 54
     SECTION 9.9.        Limitations as to Amount Payable by 
                           Comtech Indemnitors............................... 55
     SECTION 9.10.       Limitations as to Amount Payable by Restor 
                           and Surviving Corporation..........................55
     SECTION 9.11.       Subrogation......................................... 56
     SECTION 9.12.       Appointment of Comtech Indemnitors Representative....56
     SECTION 9.13.       Payment............................................. 57

ARTICLE 10.            MISCELLANEOUS PROVISIONS.............................. 57
     SECTION 10.1.       Notices............................................. 57
     SECTION 10.2.       Disclosure Letters and Exhibits..................... 58
     SECTION 10.3.       Assignment; Successors in Interest.................. 58
     SECTION 10.4.       Number; Gender...................................... 58
     SECTION 10.5.       Captions............................................ 58
     SECTION 10.6.       Controlling Law; Jurisdiction; 
                           Integration; Amendment.............................59


<PAGE>

     SECTION 10.7.       Knowledge........................................... 59
     SECTION 10.8.       Severability........................................ 59
     SECTION 10.9.       Counterparts........................................ 59
     SECTION 10.10.      Enforcement of Certain Rights....................... 59
     SECTION 10.11.      Waiver.............................................. 60
     SECTION 10.12.      Fees and Expenses................................... 60
     SECTION 10.13.      Attorneys' Fees..................................... 61


EXHIBITS

Exhibit 2.1(b)         Escrow Agreement
Exhibit 5.13           Irrevocable Proxy
Exhibit 5.17           Affiliate Letter
Exhibit 6.2(h)         Employment Agreement
Exhibit 6.2(j)         Lock-up Letter


<PAGE>


                         AGREEMENT AND PLAN OF MERGER


          THIS  AGREEMENT AND PLAN OF MERGER,  dated as of April 22, 1996,  (the
"Agreement"),  by and among  RESTOR  INDUSTRIES,  INC.,  a Delaware  corporation
("Restor"),  RESTOR-COMTECH,  INC.,  a Delaware  corporation  and a wholly owned
subsidiary of Restor ("Merger Sub"),  COMTECH SUNRISE, a California  corporation
("Comtech"),  MICHAEL R. JOE, an individual  resident of the State of California
("Mr. Joe"), MICHAEL G. RAMLOGAN, an individual resident of the State of Florida
("Mr. Ramlogan"), and DANIEL P. LUBARSKY, an individual resident of the State of
California  ("Mr.  Lubarsky").  (Mr.  Joe,  Mr.  Ramlogan  and Mr.  Lubarsky are
hereinafter   referred  to  collectively  as  the  "Signing   Shareholders"  and
individually, without distinction, as a "Signing Shareholder").


                             W I T N E S S E T H:

         WHEREAS,  the respective Boards of Directors of Restor,  Merger Sub and
Comtech  each have  approved  this  Agreement  and the merger (the  "Merger") of
Comtech with and into Merger Sub upon the terms and conditions  contained herein
and in  accordance  with the  General  Corporation  Law of the State of Delaware
("DGCL") and the California General Corporation Law (the "CGCL"); and

         WHEREAS, the parties desire to make certain representations, warranties
and  agreements  in  connection  with the Merger  and also to set forth  certain
conditions thereto.

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
covenants and  agreements  set forth herein,  the parties hereto hereby agree as
follows:


                                   ARTICLE 1.
                                   THE MERGER


     Section  1.1.  Surviving  Corporation.  Subject to the  provisions  of this
Agreement,  the  DGCL  and the  CGCL,  at the  Effective  Time  (as  hereinafter
defined),  Comtech  shall be merged  with and into  Merger Sub and the  separate
corporate  existence of Comtech  shall cease.  Merger Sub shall be the surviving
corporation  in  the  Merger   (hereinafter   sometimes  called  the  "Surviving
Corporation")  and shall continue its corporate  existence under the laws of the
State of Delaware. The Merger shall have the effects set forth in Section 259 of
the DGCL and Section 1107 of the CGCL.

     Section 1.2. Certificate of Incorporation. The Certificate of Incorporation
of  Merger  Sub  shall be the  Certificate  of  Incorporation  of the  Surviving
Corporation  until  thereafter duly amended in accordance with its terms and the
DGCL.
         
     Section  1.3.  Bylaws.  The Bylaws of Merger Sub shall be the Bylaws of the
Surviving  Corporation  until  thereafter  duly amended in accordance with their
terms and the DGCL.


<PAGE>

     Section 1.4.  Directors.  The directors of the Surviving  Corporation shall
consist of the directors of Merger Sub immediately  prior to the Effective Time,
such  directors to hold office from the  Effective  Time until their  respective
successors are duly elected and qualified.

     Section 1.5.  Officers.  The officers of the  Surviving  Corporation  shall
consist of the officers of Merger Sub  immediately  prior to the Effective Time,
such  officers  to hold office from the  Effective  Time until their  respective
successors are duly elected and qualified.

     Section 1.6.  Effective  Time. The parties hereto shall cause a Certificate
of Merger meeting the requirements of the DGCL (the  "Certificate of Merger") to
be properly executed and filed on the Closing Date (as hereinafter defined) with
the  Secretaries of State of the States of Delaware and  California.  The Merger
shall  become  effective  as of the date of the  filing of a  properly  executed
Certificate of Merger.  The date and time when the Merger  becomes  effective is
herein referred to as the effective time (the "Effective Time").


                                   ARTICLE 2.
                              CONVERSION OF SHARES

     Section 2.1.  Comtech  Stock.  As of the  Effective  Time, by virtue of the
Merger and without any action on the part of any holder thereof:

                       (a)  Subject  to  Section  2.2,  all of the shares of the
         common  stock of  Comtech  ("Comtech  Stock")  issued  and  outstanding
         immediately  prior to the  Effective  Time shall be converted  into the
         right to receive the  following  (the "Merger  Consideration"):  (i) an
         aggregate  of 447,059  shares (the  "Restor  Shares") of Restor  common
         stock,  $.01 par value per share (the "Restor Common Stock"),  of which
         235,294  Restor  Shares will be issued to the  shareholders  of Comtech
         (each a "Shareholder" and,  collectively,  the  "Shareholders")  within
         five (5)  business  days  following  the Closing  and of which  211,765
         Restor Shares will be deposited and held in escrow  pursuant to Section
         2.1(b) below (the  "Escrow  Shares");  plus (ii) cash in the  aggregate
         amount  of  One  Million  Dollars   ($1,000,000),   provided  that  any
         Shareholder  may elect to receive  additional  Restor Shares in lieu of
         cash  having a value  equal to $1.40 per  share for each  $1.00 of cash
         foregone  where the value of such  additional  Restor  Shares  shall be
         equal to $8.50;  plus (iii) up to an  aggregate  of One  Million  Eight
         Hundred  Thousand  Dollars  ($1,800,000)  payable  pursuant  to Section
         2.1(c) below (the  "Contingent  Consideration").  At the Closing,  each
         Shareholder  shall be entitled to that portion of the aggregate  Merger
         Consideration  payable  with respect to the Comtech  Stock  provided by


<PAGE>

         this  Section  2.1(a)  that  equals  such  Shareholder's  proportionate
         interest  as set forth after such  Shareholder's  name in column C (the
         "Proportionate  Interest") of Exhibit 2.1(a) attached hereto, a copy of
         which shall be delivered by Comtech to Restor  within five (5) business
         days of the date hereof.  By way of example  only,  assuming that there
         are 3 million  shares of Comtech  Stock  outstanding  as of the Closing
         Date (as hereinafter  defined) and that  shareholder #1 owns 1% of such
         shares,  then  shareholder  #1 would  receive  2,353 Restor Shares plus
         $10,000 if no election is made and would receive 4,000 Restor Shares if
         an  election  is made (i.e.,  20,000  shares of Comtech  Stock / 8.50 =
         2,353  shares;  and 10,000 shares of Comtech Stock x 1.4 / 8.50 = 1,647
         shares).

                  (b) The Escrow Shares shall be deposited with the Escrow Agent
         (as  hereinafter  defined) within five (5) business days of the Closing
         to be  held  and  distributed  pursuant  to the  terms  of  the  Escrow
         Agreement  by and between  Restor,  Merger Sub,  the  Shareholders  and
         Cauthen  &  Feldman,   as  the  escrow  agent  (the  "Escrow   Agent"),
         substantially  in the form  attached  hereto  as  Exhibit  2.1(b)  (the
         "Escrow Agreement").

                  (c) The  Contingent  Cash  Consideration  shall be  payable in
         installments  on the  payment  dates  specified  below (each a "Payment
         Date") based upon the  "Pre-Tax  Net Income" (as defined  below) of the
         Surviving  Corporation for the performance period set forth below (each
         a "Performance  Period") which corresponds with such Payment Date, with
         the aggregate  amount of each installment to be determined by reference
         to the schedule set forth below:

                   Performance Period                               Payment
                                                                     Date
January 1, 1996 to and including December 31, 1996 (the        February 15, 1997
"First Performance Period")
January 1, 1997 to and including December 31, 1997 (the        February 15, 1998
"Second Performance Period")
January 1, 1998 to and including December 31, 1998 (the        February 15, 1999
"Third Performance Period")


<PAGE>

              The aggregate amount of the Contingent  Consideration  installment
         payable by Restor to the Shareholders on the Payment Date for the First
         Performance Period will be as set forth in Payment Table No. 1 below.

                                   Payment Table No. 1

Pre-Tax Net Income                                            Payment Amount
- ------------------                                            --------------
Less than $500,000                                            None
$500,000 to and including $562,499                            $100,000
$562,500 to and including $624,999                            $200,000
$625,000 to and including $687,499                            $300,000
$687,500 to and including $749,999                            $400,000
$750,000 and above                                            $500,000

              The aggregate amount of the Contingent  Consideration  installment
         payable  by  Restor to the  Shareholders  on the  Payment  Date for the
         Second  Performance  Period will be as set forth in Payment Table No. 2
         below.

                                   Payment Table No. 2

Pre-Tax Net Income                                            Payment Amount
- ------------------                                            --------------
Less than $600,000                                            None
$600,000 to and including $749,999                            $130,000
$750,000 to and including $899,999                            $260,000
$900,000 to and including $1,099,999                          $390,000
$1,100,000 to and including $1,249,999                        $520,000
$1,250,000 and above                                          $650,000

              The aggregate amount of the Contingent  Consideration  installment
         payable by Restor to the Shareholders on the Payment Date for the Third
         Performance Period will be as set forth in Payment Table No. 3 below.


<PAGE>

                                  Payment Table No. 3

Pre-Tax Net Income                                            Payment Amount
- ------------------                                            --------------
Less than $600,000                                            None
$600,000 to and including $799,999                            $130,000
$800,000 to and including $999,999                            $260,000
$1,000,000 to and including $1,249,999                        $390,000
$1,250,000 to and including $1,499,999                        $520,000
$1,500,000 and above                                          $650,000

              Notwithstanding  the  foregoing,  if (1) the Pre-Tax Net Income of
         the Surviving  Corporation is both (a) greater than $300,000,  but less
         than  $750,000,  with respect to the First  Performance  Period and (b)
         greater than $1,250,000 with respect to the Second Performance  Period,
         then Restor will pay to the  Shareholders  on the Payment  Date for the
         Second  Performance  Period,  in lieu of the Payment  Amount  otherwise
         payable  pursuant  hereto,  the Alternate  Payment  Amount set forth in
         Alternate Payment Table No. 1 below less the Payment Amount paid to the
         Shareholders with respect to the First  Performance  Period; or (2) the
         Pre-Tax  Net Income of the  Surviving  Corporation  is both (a) greater
         than  $750,000  with  respect to the First  Performance  Period and (b)
         greater than  $500,000 with respect to the Second  Performance  Period,
         then Restor will pay to the  Shareholders  on the Payment  Date for the
         Second  Performance  Period,  in lieu of the Payment  Amount  otherwise
         payable  pursuant  hereto,  the Alternate  Payment  Amount set forth in
         Alternate Payment Table No. 2 below less the Payment Amount paid to the
         Shareholders with respect to the First Performance Period. In addition,
         notwithstanding  the  foregoing,  if (1) the  Pre-Tax Net Income of the
         Surviving Corporation is both (a) greater than $500,000,  but less than
         $1,250,000,  with  respect  to the  Second  Performance  Period and (b)
         greater than $1,500,000 with respect to the Third  Performance  Period,
         then Restor will pay to the  Shareholders  on the Payment  Date for the
         Third  Performance  Period,  in lieu of the  Payment  Amount  otherwise
         payable  pursuant  hereto,  the Alternate  Payment  Amount set forth in
         Alternate Payment Table No. 3 below less the Payment Amount paid to the


<PAGE>

         Shareholders with respect to the Second Performance  Period; or (2) the
         Pre-Tax  Net Income of the  Surviving  Corporation  is both (a) greater
         than $1,250,000 with respect to the Second  Performance  Period and (b)
         greater than  $500,000  with respect to the Third  Performance  Period,
         then Restor  will pay to the  Shareholders  on the  Payment  Date which
         corresponds  to the Third  Performance  Period  in lieu of the  Payment
         Amount  otherwise  payable pursuant hereto the Payment Amount set forth
         in Alternate  Payment Table No. 4 below less the Payment Amount paid to
         the Shareholders with respect to the Second Performance Period.

                          Alternate Payment Table No. 1

Cumulative Pre-Tax Net                                             
Income for First and Second                                      Alternate
Performance Periods                                             Payment Amount
- -------------------                                             --------------
Less than $1,850,000                                            None
$1,850,000 to and including $1,924,999                          $750,000
$1,925,000 to and including $1,999,999                          $850,000
$2,000,000 to and including $2,074,999                          $950,000
$2,075,000 to and including $2,149,999                          $1,050,000
$2,150,000 and above                                            $1,150,000

                         Alternate Payment Table No. 2

Cumulative Pre-Tax Net                                            
Income for First and Second                                      Alternate
Performance Periods                                             Payment Amount 
- ---------------------------                                     --------------
Less than $1,350,000                                            None
$1,350,000 to and including $1,499,999                          $630,000
$1,500,000 to and including $1,649,999                          $760,000
$1,650,000 to and including $1,849,999                          $890,000
$1,850,000 to and including $1,999,999                          $1,020,000
$2,000,000 and more                                             $1,150,000


<PAGE>

                         Alternate Payment Table No. 3

Cumulative Pre-Tax Net                                           
Income for Second and Third                                      Alternate
Performance Periods                                             Payment Amount
- ---------------------------                                     --------------
Less than $2,220,000                                            None
$2,220,000 to and including $2,399,999                          $780,000
$2,400,000 to and including $2,579,999                          $910,000
$2,580,000 to and including $2,819,999                          $1,040,000
$2,820,000 to and including $2,999,999                          $1,170,000
$3,000,000 and above                                            $1,300,000

                         Alternate Payment Table No. 4

Cumulative Pre-Tax Net                                             
Income for Second and Third                                      Alternate
Performance Periods                                             Payment Amount
- --------------------------                                      --------------
Less than $1,850,000                                            None
$1,850,000 to and including $2,049,999                          $780,000
$2,050,000 to and including $2,249,999                          $910,000
$2,250,000 to and including $2,499,999                          $1,040,000
$2,500,000 to and including $2,749,999                          $1,170,000
$2,750,000 and above                                            $1,300,000


                  (1)  Restor  will  determine  whether  to pay  the  Contingent
         Consideration  based  upon  the  books  and  records  of the  Surviving
         Corporation  (which will be  maintained in  accordance  with  generally
         accepted accounting principles) as soon as practicable after the end of
         each Performance  Period,  and Restor will promptly deliver to Mr. Joe,
         as  representative  of  the  Shareholders,  a  letter  setting  out  in
         reasonable detail the computations made and expressing its opinion that
         the  conditions for the payment of the  Contingent  Consideration  have
         been satisfied in accordance  with the  requirements  hereof.  The term


<PAGE>

         "Surviving Corporation" shall include the Surviving Corporation and its
         subsidiaries as well as any business or businesses conducted by Restor,
         or by any  subsidiary  or  affiliated  corporations  of  Restor,  which
         represent  a  succession  to  and a  continuation  of the  business  or
         businesses  conducted by the Surviving  Corporation and Comtech, as the
         same may be expanded from time to time. The  computations  set forth in
         such letter from Restor will be final and binding on all parties unless
         Mr. Joe will have  notified  Restor in writing  within thirty (30) days
         after receipt of such letter that he disagrees with such  computations.
         In the event Mr. Joe gives  Restor such  notice of dispute  within such
         30-day period, Mr. Joe and Restor will use their best efforts to settle
         the dispute within 30 days after the giving of such notice. Any dispute
         unresolved  after such 30-day  period  shall be submitted to a national
         public  accounting firm  satisfactory to Mr. Joe and to Restor,  or, in
         the  absence  of  agreement  on such firm,  to a panel of three  public
         accounting  firms,  one designated by Mr. Joe, one designated by Restor
         and one jointly  designated  by the other two firms.  Such  independent
         public accountants will deliver to the parties a letter setting out its
         or their  computations  with  respect to the payment of the  Contingent
         Consideration  and  expressing its opinion that its  computations  have
         been accurately made in accordance with the  requirements  hereof,  and
         such  computations  will be  final  and  binding  on the  parties.  The
         decision of such accounting firm or such panel of accounting  firms, as
         the  case may be,  with  respect  to such  dispute  shall be final  and
         binding on the parties hereto. The cost of any such computations by the
         independent  public accountants will be paid by the Shareholders if its
         or their computations result in the Contingent  Consideration being the
         same as or less than that set forth in the letter  from  Restor,  or by
         Restor  if such  computations  result in the  Contingent  Consideration
         being  greater than that set forth in such  letter.  Restor will pay to
         the  Shareholders the amount of Contingent  Consideration  set forth in
         its letter at the time of delivery  of such  letter and any  additional
         amount  computed  by  the  independent   public  accountants  (if  such
         computations are made) will be paid to the Shareholders  promptly after
         delivery of the accountants'  report.  The  Shareholders  will promptly
         return to Restor any  amount of the  Contingent  Consideration  paid to
         them that is in excess of the Contingent  Consideration computed by the
         independent  public  accountants if its or their  computations  is less
         than that set forth in the letter from Restor.

                  (2)  Notwithstanding  anything  herein  to the  contrary,  the
         Contingent  Consideration  may be paid at the  option  of Restor in the
         form of cash or  Restor  Shares  where  the  value  of such  shares  is
         determined by reference to the arithmetic  average of the daily closing


<PAGE>

         price per share,  rounded to four decimal places,  of the Restor Shares
         as reported on the NASDAQ SmallCap Market,  if such shares are included
         therein,  or on the NASDAQ National  Market System,  if such shares are
         included therein,  for each of the twenty (20) consecutive trading days
         ending (and  including)  the  trading day that occurs two trading  days
         prior to (and not including) the Payment Date.

                  (3) For purposes hereof, "Pre-Tax Net Income" means the income
         of  the  Surviving  Corporation,  computed  on  the  accrual  basis  of
         accounting in accordance with generally accepted accounting  principles
         consistently  applied (and  consistent  with the accounting  principles
         applied by Comtech in respect of the Surviving Corporation in its prior
         fiscal  years) except that the  following  provisions  shall govern the
         computation of Pre-Tax Net Income for purposes of this Section:

                  (i) Any extraordinary nonrecurring items of income, gain, loss
              or expense shall be excluded from such computation.

                  (ii) Any loss,  charge or expense not related to the  ordinary
              business   operations  of  the  Surviving   Corporation  shall  be
              excluded.

                  (iii) Any loss,  charge or  expense  related  to the  ordinary
              business  operations  of the  Surviving  Corporation  initiated by
              Restor  or  any  of  its  affiliates  (other  than  the  Surviving
              Corporation)  shall be excluded from such  computation  unless Mr.
              Joe  initiates  or consents in writing to the  transaction  giving
              rise to, or the payment or  assumption  of the  obligation to pay,
              such loss, charge or expense.

                  (iv) Any charge or expense for the amortization of goodwill of
              the Surviving  Corporation  arising out of the Merger, or that the
              purchase  price  thereof  is in excess  of the net worth  thereof,
              shall be excluded from such computation.

                  (v) In the event of an election  with respect to the Surviving
              Corporation  pursuant to Section 338 of the Internal  Revenue Code
              of 1986, as amended (the "Code"),  such computation  shall be made
              as though no such election had been made.

                  (vi) Any payments,  charges or expenses for allocation of home
              office,  executive,  general and administrative  expenses or other
              payments,  charges or  expenses  of Restor  and/or its  affiliates
              shall be excluded from such  computation,  except that there shall


<PAGE>

              be included for purposes of such computation any expenses incurred
              in  connection  with  services  rendered or goods  provided to the
              Surviving  Corporation  by Restor or its  affiliates  that  relate
              directly to the business of the Surviving Corporation, which goods
              and  services  shall be charged at their  negotiated  fair  market
              value.

                  (vii) The  deduction  for  salary  paid or  payable to Mr. Joe
              shall be limited to the amount of salary paid to him in accordance
              with  the  terms  of  his  Employment  Agreement  (as  hereinafter
              defined), plus cash bonuses actually paid and accepted by Mr. Joe,
              and there shall be no deduction for any other compensation paid or
              payable to him which he rejects in advance thereof.

                  (viii) Any interest expenses or charges shall be excluded from
              such  computation to the extent they relate to funds  furnished to
              the  Surviving  Corporation  in  replacement  of any cash owned by
              Comtech at the Closing Date ("Present  Funds")  withdrawn from the
              Surviving Corporation (by way of loans, dividends or otherwise) by
              Restor  or  any  affiliate  thereof.  For  the  purposes  of  such
              computation,  interest  shall be credited to and deemed  earned by
              the  Surviving  Corporation  at a rate equal to the interest  rate
              actually paid or payable by Restor for its  short-term  borrowings
              on the date of any such  withdrawal  of Present Funds (the "Restor
              Rate") on any Present Funds withdrawn (by way of loans,  dividends
              or  otherwise)  from the  Surviving  Corporation  by Restor or any
              affiliate  thereof  and not  replaced  as  provided  herein,  such
              interest to be computed on a daily basis. For the purposes of such
              computation,  interest shall be deducted and deemed paid to Restor
              or such affiliate by the Surviving  Corporation at the Restor Rate
              on any  amounts  in  excess  of the  Present  Funds  loaned to the
              Surviving  Corporation by Restor or such affiliate,  such interest
              to be computed on a daily basis.

                  (ix) All available  accounting elections  (including,  without
              limitation,  those  relating  to methods of  depreciation,  useful
              lives of depreciable  items,  the  capitalizing of charges and the
              setting up of reserves) shall be made in a manner  consistent with
              the  accounting  principles  applied  by Comtech in respect of the
              Surviving   Corporation  in  prior  fiscal  years  to  the  extent
              permitted by generally accepted accounting principles.

                  (x) No  deduction  shall be made for expenses for research and
              development  to the extent such  expenses  exceed by more than 10%
              the  average  of  such   expenses  by  Comtech  and  or  Surviving
              Corporation for the previous three years.


<PAGE>

                  (xi) Revenues  earned from the  operations  and assets held by
              the  Surviving  Corporation  as of the  date  of the  Closing  (as
              hereinafter   defined)   shall  be  credited   to  the   Surviving
              Corporation  for  purposes  of  determining   Pre-Tax  Net  Income
              regardless of the entity in which the revenue is earned during the
              Performance Periods.

                  (xii)  Except  as  otherwise  expressly  provided  above,  all
              amounts  determined in accordance with  subparagraphs  (i) through
              (xiii) of this Section 2.1(c)(3) shall be determined in accordance
              with  generally  accepted   accounting   principles   consistently
              applied.

                       (d) Each share of common stock, par value $.01 per share,
         of Merger Sub that is issued and outstanding  immediately  prior to the
         Effective Time shall remain  outstanding  and shall be unchanged  after
         the  Merger,  all of which  shares  shall be issued to Restor and shall
         thereafter  constitute the only outstanding  shares of capital stock of
         the Surviving Corporation.

                       (e)  Each  share  of  the   Comtech   Stock   issued  and
         outstanding  immediately  prior to the Effective Time that is then held
         in the treasury of Comtech shall be canceled and retired and all rights
         in respect thereof shall cease to exist, without any conversion thereof
         or payment of any consideration therefor.

                       (f) Each warrant, stock option or other right, if any, to
         purchase  shares of Comtech  Stock issued and  outstanding  immediately
         prior to the  Effective  Time shall be  canceled  (whether  or not such
         warrant, option or other right is then exercisable).


     Section 2.2.  Fractional  Shares.  No scrip or fractional  shares of Restor
Stock shall be issued in the Merger.  In lieu thereof,  if a  Shareholder  would
otherwise  have been entitled to a fractional  share of Restor Stock  hereunder,
then such  Shareholder  shall be entitled,  after the later of (a) the Effective
Time or (b) the surrender of his  Certificate(s)  (as hereinafter  defined) that
represent such shares of Comtech Stock, to receive from Restor an amount in cash
in lieu of such  fractional  share,  based on a value per share of Restor Common
Stock equal to $8.50.


<PAGE>

     Section 2.3. Exchange of Comtech Stock.

                  (a) From and after the  Effective  Time,  upon  exchange  of a
         certificate or certificates  which immediately prior thereto represents
         outstanding   shares   of   Comtech   Stock   (the   "Certificate"   or
         "Certificates")  a  Shareholder  shall be  entitled  to  receive,  upon
         surrender to Restor of a Certificate or  Certificates  duly endorsed in
         blank,  (i) one or more  certificates as requested by such  Shareholder
         (properly   issued,   executed  and   countersigned,   as  appropriate)
         representing  that number of whole shares of Restor Stock to which such
         Shareholder  shall have become  entitled  pursuant to the provisions of
         Section  2.1(a)(i),  and (ii) a check  representing  the aggregate cash
         consideration  to which such  Shareholder  shall have  become  entitled
         pursuant to Section 2.1(a)(ii) and, as to any fractional share, Section
         2.2, and the Certificate or Certificates so surrendered shall forthwith
         be  canceled.  No interest  will be paid or accrued on the cash payable
         upon the surrender of any Certificate.  No portion of the consideration
         to be  received  pursuant to  Sections  2.1 and 2.2 upon  exchange of a
         Certificate (whether a certificate  representing shares of Restor Stock
         or by check  representing any cash payable  hereunder) may be issued or
         paid to a person  other than the  person in whose name the  Certificate
         surrendered in exchange therefor is registered. From the Effective Time
         until  surrender in accordance with the provisions of this Section 2.3,
         each  Certificate  shall  represent  for all purposes only the right to
         receive  the  consideration  provided  in  Sections  2.1 and  2.2.  All
         payments  in  respect  of  shares  of  Comtech  Stock  that are made in
         accordance  with the terms  hereof shall be deemed to have been made in
         full satisfaction of all rights pertaining to such securities.

                  (b) In the case of any  lost,  mislaid,  stolen  or  destroyed
         Certificate,  the Shareholder may be required, as a condition precedent
         to  delivery  to the  Shareholder  of the  consideration  described  in
         Sections  2.1 and 2.2,  to deliver to Restor a bond in such  reasonable
         sum or a  satisfactory  indemnity  agreement  as Restor  may  direct as
         indemnity  against  any claim  that may be made  against  Restor or the
         Surviving  Corporation with respect to the Certificate  alleged to have
         been lost, mislaid, stolen or destroyed.

                  (c) After  the  Effective  Time,  there  shall be no transfers
         on the stock transfer books of the Surviving  Corporation of the shares
         of  Comtech  Stock  that  were  outstanding  immediately  prior  to the
         Effective  Time.  If,  after  the  Effective  Time,   Certificates  are
         presented to the  Surviving  Corporation  for  transfer,  they shall be
         canceled and exchanged for the consideration  described in Sections 2.1
         and 2.2.


<PAGE>

                  (d) Any shares of Restor Stock or cash due former shareholders
         of  Comtech  pursuant  to  Sections  2.1 and 2.2  hereof  that  remains
         unclaimed  by  such  former  shareholders  for  six  months  after  the
         Effective  Time  shall be held by  Restor,  and any  former  holder  of
         Comtech  Stock who has not  theretofore  complied  with Section 2.3 (a)
         shall  thereafter  look only to Restor  for  issuance  of the number of
         shares of Restor Stock and other consideration to which such holder has
         become  entitled  pursuant to the  provisions  of Sections 2.1 and 2.2;
         provided,  however,  that neither  Restor nor any party hereto shall be
         liable to a former  holder of shares of  Comtech  Stock for any  amount
         required to be paid to a public  official  pursuant  to any  applicable
         abandoned property, escheat or similar law.


                                   ARTICLE 3.
                   REPRESENTATIONS AND WARRANTIES OF COMTECH

         With such  exceptions,  if any,  as may be set  forth in a letter  (the
"Comtech  Disclosure  Letter") to be delivered by Comtech to Restor on or before
May 3, 1996, Comtech hereby represents and warrants to Restor as follows:

     Section 3.1. Organization.   Comtech  is  a  corporation  duly  organized,
validly  existing  and in good  standing  under  the  laws of the  State of
California and has all requisite corporate power and authority to own, lease and
operate  its  respective  properties  and to carry on its  business as now being
conducted.  Comtech  is duly  qualified  to  transact  business,  and is in good
standing,  as a foreign  corporation or branch of a foreign  corporation in each
jurisdiction where the character of its activities  requires such qualification,
except where the failure to so qualify would not have a material  adverse effect
on its assets, liabilities, results of operations, financial condition, business
or  prospects.  Comtech has  heretofore  made  available to Restor  accurate and
complete  copies of its Articles of  Incorporation  and Bylaws,  as currently in
effect,  and has made available to Restor its respective  minute books and stock
records.  The Comtech  Disclosure Letter contains a true and correct list of the
jurisdictions  in which it is qualified to do business as a foreign  corporation
or branch of a foreign corporation.

     Section 3.2. Authorization.  Comtech and the Signing Shareholders each have
full power and  authority to execute and deliver this  Agreement  and to perform
their  respective  obligations  hereunder  and  to   consummate  the  Merger and
the  other  transactions  contemplated   hereby.   Subject  to  the  approval

<PAGE>

of the Shareholders, the execution and delivery of this Agreement by Comtech and
the performance by Comtech of its obligations  hereunder and the consummation of
the Merger and the other  transactions  provided  for herein  have been duly and
validly  authorized by all necessary  corporate action on its part. The Board of
Directors of Comtech has approved the  execution,  delivery and  performance  of
this  Agreement and the  consummation  of the Merger and the other  transactions
contemplated  hereby. The Shareholders have approved this Agreement,  the Merger
and the transactions  contemplated hereby in accordance with the requirements of
the CGCL and the Articles of Incorporation and Bylaws of Comtech. This Agreement
has been duly  executed and  delivered by Comtech and the Signing  Shareholders,
and it  constitutes  the valid and binding  agreement of Comtech and the Signing
Shareholders,  enforceable  against each of them in  accordance  with its terms,
subject to applicable  bankruptcy,  insolvency  and other similar laws affecting
the enforceability of creditors' rights generally,  general equitable principles
and the discretion of courts in granting equitable remedies.

     Section 3.3. Absence of Restrictions and Conflicts. The execution, delivery
and performance of this Agreement,  the consummation of the Merger and the other
transactions   contemplated  by  this  Agreement  and  the  fulfillment  of  and
compliance  with the terms and conditions of this Agreement do not and will not,
with the  passing of time or the giving of notice or both,  violate or  conflict
with,  constitute  a  breach  of or  default  under,  result  in the loss of any
material benefit under, or permit the acceleration of any obligation  under, (i)
any term or  provision of the  Articles of  Incorporation  or Bylaws of Comtech,
(ii) any Comtech Material Contract (as hereinafter defined), (iii) any judgment,
decree  or order of any  court or  governmental  authority  or  agency  to which
Comtech or any Signing  Shareholder  is a party or by which  Comtech or any such
person or any of their respective properties is bound, or (iv) any statute, law,
regulation  or  rule  applicable  to  Comtech,  so as to  have  in the  case  of
subsections  (ii) through (iv) above,  a material  adverse effect on the assets,
liabilities,  results of operations,  financial condition, business or prospects
of Comtech.  Except for the filing and  recordation of the Certificate of Merger
and certain filings with the California Department of Corporations,  no consent,
approval,  order or  authorization  of, or  registration,  declaration or filing
with, any  governmental  agency or public or regulatory  unit,  agency,  body or
authority  with  respect to Comtech or any  Signing  Shareholder  is required in
connection  with the  execution,  delivery or  performance  of this Agreement by
Comtech or any such person or the consummation of the transactions  contemplated
by this Agreement by Comtech,  the failure to obtain which would have a material
adverse effect upon the assets,  liabilities,  results of operations,  financial
condition, business or prospects of Comtech.


<PAGE>

     Section 3.4. Capitalization; Ownership of Comtech Stock.

                       (a)  Capitalization.  The  authorized  capital  stock  of
         Comtech  consists of 5,000,000  shares of common stock, of which, as of
         the date hereof,  there are 2,785,620 shares issued and outstanding and
         542,833  reserved for issuance upon exercise of outstanding  options to
         purchase  such stock.  Each share of capital  stock of Comtech which is
         outstanding as of the date hereof is duly  authorized,  validly issued,
         fully paid and nonassessable and free of preemptive  rights.  Except as
         set forth in the  Disclosure  Letter,  there  are no shares of  capital
         stock of Comtech outstanding, and there are no subscriptions,  options,
         convertible  securities,  calls, rights,  warrants or other agreements,
         claims or commitments of any nature  whatsoever  obligating  Comtech to
         issue, transfer,  deliver or sell, or cause to be issued,  transferred,
         delivered  or sold,  additional  shares of the  capital  stock or other
         securities of Comtech or obligating  Comtech to grant,  extend or enter
         into any such agreement or  commitment.  Comtech does not own an equity
         interest in any corporation, partnership or other entity.

                  (b) Ownership.  The Shareholders are the record and beneficial
         owners of all  shares of  Comtech  Stock to be  exchanged  pursuant  to
         Section  2.3 and their  relative  share  ownership  is set forth in the
         Disclosure Letter,  and, at the Closing,  the Shareholders will own all
         such  shares  free and clear of any liens,  claims,  options,  charges,
         encumbrances or rights of others.

     Section 3.5. Financial Statements. Comtech has made available to Restor the
unaudited  balance sheets of Comtech as of May 31, 1993,  1994 and 1995, and the
related  statements of operations,  stockholders'  equity and cash flows for the
fiscal years then ended, including the notes thereto, and will make available on
or before May 3, 1996 the unaudited  balance sheet of Comtech as of December 31,
1995 and the related statement of operations, stockholders' equity and cash flow
for the seven-month period then ended,  including the notes thereto.  All of the
foregoing financial statements are hereinafter  collectively  referred to as the
"Comtech Financial  Statements" and the balance sheet as of December 31, 1995 is
hereinafter  referred to as the "1995  Balance  Sheet".  The  Comtech  Financial
Statements  have been prepared from,  and are in accordance  with, the books and
records of Comtech  and present  fairly the  financial  position  and results of
operations  of Comtech as of the dates and for the  periods  indicated,  in each
case, in conformity with generally accepted accounting principles,  consistently
applied.  As of the Closing Date,  Comtech shall have no liability or obligation
of any nature whatsoever,  whether accrued,  absolute,  contingent or otherwise,
other  than  (x)  current  liabilities  and  obligations  which  are   recurring
in  nature, (y) liabilities  and  obligations  reflected  and

<PAGE>

adequately  provided  for on the 1995  Balance  Sheet  and (z)  liabilities  and
obligations  arising  in the  ordinary  course of  business  of  Comtech,  or in
connection with the transactions contemplated hereby, since the date of the 1995
Balance Sheet. The Comtech Disclosure Letter sets forth a true and complete list
of all  loss  contingencies  (within  the  meaning  of  Statement  of  Financial
Accounting  Standards  No.  5) of  Comtech  exceeding  $5,000 in the case of any
single loss contingency or $10,000 in the case of all loss contingencies.

     Section 3.6.Absence of Certain Changes.

           (a)Certain Financial Matters; Property;  Dividends. Since the date of
         the 1995 Balance  Sheet,  there has not been (i) any  material  adverse
         change in the assets,  liabilities,  results of  operations,  financial
         condition,   business  or  prospects  of  Comtech,   (ii)  any  damage,
         destruction, loss or casualty to property or assets of Comtech, whether
         or not covered by insurance,  which  property or assets are material to
         its  operations or business,  (iii) any  declaration,  setting aside or
         payment of any  dividend or  distribution  (whether  in cash,  stock or
         property) in respect of the capital stock of Comtech, or any redemption
         or other  acquisition by Comtech of any of the capital stock of Comtech
         or any  split,  combination  or  reclassification  of shares of capital
         stock  declared or made by Comtech,  or (iv) any agreement to do any of
         the foregoing.

           (b)Other  Changes.  Since the date of the 1995 Balance  Sheet,  there
         have  not been  (i) any  losses  suffered,  (ii)  any  material  assets
         mortgaged,  pledged  or made  subject  to any  lien,  charge  or  other
         encumbrance,  (iii) any  material  liability or  obligation  (absolute,
         accrued or contingent)  incurred or any material bad debt,  contingency
         or other reserve increase  suffered,  except, in each such case, in the
         ordinary course of business and consistent with past practice, (iv) any
         material  claims,  liabilities  or  obligations  (absolute,  accrued or
         contingent)  paid,  discharged  or  satisfied,  other than the payment,
         discharge  or  satisfaction,  in the  ordinary  course of business  and
         consistent with past practice,  of claims,  liabilities and obligations
         reflected or reserved  against in the Comtech  Financial  Statements or
         incurred in the ordinary  course of business and  consistent  with past
         practice since the date of the Comtech  Financial  Statements,  (v) any
         material  guarantees,  checks, notes or accounts receivable written off
         as uncollectible,  except write-offs in the ordinary course of business
         and consistent with past practice,  (vi) any write down of the value of
         any asset or  investment  on  Comtech's  books or  records,  except for
         depreciation and amortization  taken in the ordinary course of business
         and  consistent  with  past  practice,  (vii) any  cancellation  of any


<PAGE>

         material  debts  or  waiver  of  any  material   claims  or  rights  of
         substantial  value,  or  sale,  transfer  or other  disposition  of any
         material  properties  or assets (real,  personal or mixed,  tangible or
         intangible)  of  substantial  value,  except,  in each  such  case,  in
         transactions  in the ordinary  course of business and  consistent  with
         past  practice  and  which in any  event do not  exceed  $2,500  in the
         aggregate,  (viii) any single  capital  expenditure  or  commitment  in
         excess of $2,500 for additions to property or  equipment,  or aggregate
         capital  expenditures and commitments in excess of $5,000 for additions
         to property or equipment,  (ix) any material  transactions entered into
         other than in the ordinary course of business, (x) any agreements to do
         any of the  foregoing,  or  (xi)  any  other  events,  developments  or
         conditions of any character that have had or are  reasonably  likely to
         have a material adverse effect on the assets,  liabilities,  results of
         operations, financial condition, business or prospects of Comtech.

     Section  3.7.  Legal  Proceedings.  There  are no suits,  actions,  claims,
proceedings  or  investigations  pending or, to the best  knowledge  of Comtech,
threatened against,  relating to or involving Comtech (or any of its officers or
directors) before any court,  arbitrator or administrative or governmental body,
which, if finally determined adversely,  are reasonably likely,  individually or
in the aggregate, to have a material adverse effect on the assets,  liabilities,
results of operations,  financial  condition,  business or prospects of Comtech.
All pending or threatened suits, actions, claims,  proceedings or investigations
relating to or involving  Comtech (or any of its officers or  directors)  before
any court,  arbitrator or  administrative  or  governmental  body are adequately
provided for in the 1995 Balance Sheet in  accordance  with  generally  accepted
accounting  principles.   Comtech  is  not  subject  to  any  judgment,  decree,
injunction,  rule  or  order  of  any  court  nor  is  Comtech  subject  to  any
governmental  restriction  applicable to it, which is  reasonably  likely (a) to
have  a  material  adverse  effect  on  its  assets,  liabilities,   results  of
operations,  financial  condition,  business  or  prospects,  or (b) to  cause a
material  limitation on the ability of Restor to operate the business of Comtech
after the Closing.

     Section 3.8. Compliance with Law. Comtech has all material  authorizations,
approvals,  licenses  and  orders of and from all  governmental  and  regulatory
officers and bodies  necessary to carry on its business as it is currently being
conducted, to own or hold under lease the properties and assets it owns or holds
under lease and to perform all of its obligations  under the agreements to which
it is a party,  and Comtech has been and is in  compliance  with all  applicable
laws,   regulations  and  administrative   orders  of  any  country,   state  or
municipality  or of  any  subdivision  thereof  to  which  its  business  or its
employment  of  labor  or its use or occupancy of properties or any part thereof

<PAGE>

are  subject,  the  failure  to obtain or the  violation  of which  would have a
material  adverse  effect upon its assets,  liabilities,  results of operations,
financial condition, business or prospects.

     Section 3.9.  Comtech Material  Contracts.  The Comtech  Disclosure  Letter
contains a correct and complete list of the following  (hereinafter  referred to
as the "Comtech Material Contracts"):

              (a)  all  bonds,  debentures,  notes,  mortgages,   indentures  or
         guarantees  to  which  Comtech  is a  party  or by  which  any  of  its
         properties or assets (real,  personal or mixed, tangible or intangible)
         is bound;

              (b) all  leases  to which  Comtech  is a party or by which  any of
         its  properties  or  assets  (real,  personal  or  mixed,  tangible  or
         intangible) is bound;

              (c)  all  loans  and  credit  commitments  to  Comtech  which  are
         outstanding,  together with a brief description of such commitments and
         the name of each financial institution granting the same;

              (d) all  contracts or agreements  which limit or restrict  Comtech
         from engaging in any business in any  jurisdiction or limit or restrict
         others from competing with Comtech in any jurisdiction;

              (e) all  agreements   and   documentation   evidencing   currently
         outstanding  loans or advances made  by Comtech to or on  behalf of its
         customers; and

              (f) all  existing  contracts  and  commitments  (other  than those
         described in  subparagraphs  (a),  (b), (c), (d) or (e) of this Section
         3.9, the Comtech Customer Contracts (as hereinafter defined)),  and the
         Comtech  Benefit Plans (as  hereinafter  defined) to which Comtech is a
         party or by which its  properties  or assets may be bound  involving an
         annual  commitment or annual  payment by any party thereto of more than
         $5,000  individually,  or which have a fixed term  extending  more than
         twelve  (12)  months  from the date  hereof  and which  involve a total
         commitment or payment by any party thereto of more than $10,000.

              True  and  complete  copies  of all  Comtech  Material  Contracts,
including  all  amendments  thereto,  have been made  available  to Restor.  The
Comtech  Material  Contracts are valid and  enforceable in accordance with their
respective terms with respect to Comtech and valid and enforceable in accordance
with their  respective  terms with respect to any other party  thereto,  in each


<PAGE>

case to the extent  material to the  business  and  operations  of Comtech,  and
subject to applicable  bankruptcy,  insolvency  and other similar laws affecting
the enforceability of creditors' rights generally,  general equitable principles
and the discretion of courts in granting equitable  remedies.  Except for events
or occurrences,  the  consequences  of which,  individually or in the aggregate,
would not have a material adverse effect on the assets, liabilities,  results of
operations,  financial condition, business or prospects of Comtech, there is not
under any of the Comtech  Material  Contracts  any existing  breach,  default or
event of default  by Comtech or event that with  notice or lapse of time or both
would  constitute  a breach,  default or event of default by  Comtech,  nor does
Comtech  know of, and Comtech has not  received  notice of, or made a claim with
respect to, any breach or default by any other party thereto.

     Section 3.10. Comtech Customer Contract. The Comtech Disclosure Letter sets
forth a true and complete list of all agreements or contracts  pursuant to which
Comtech  provides  goods or services to its  customers  (the  "Comtech  Customer
Contracts").  Comtech  does not  provide  goods  or  services  to its  customers
pursuant to verbal or oral  agreements  or  contracts.  The  Comtech  Disclosure
Letter sets forth a true and complete list of all customers of Comtech which the
management  of Comtech  reasonably  believes in good faith may  terminate  their
contracts  with Comtech or may assert a claim for damages  against  Comtech as a
result of a default by Comtech of its obligations under such contract or for any
other reason, other than customer terminations arising in the ordinary course of
business  consistent  with past  practices  and which do not in any event in the
aggregate involve annual revenues of $5,000 or more. The execution, delivery and
performance  of this Agreement by Comtech and the Signing  Shareholders  and the
consummation of the transactions  contemplated hereby by Comtech and the Signing
Shareholders  will not,  with the  passing  of time or giving of notice or both,
violate  or  conflict  with or  constitute  a  default  under or give  rise to a
termination  right under any Comtech  Customer  Contract except such violations,
conflicts and defaults which in the aggregate would not have a material  adverse
effect on the assets, liabilities,  results of operations,  financial condition,
business or prospects of Comtech.

     Section  3.11.  Tax  Returns;  Taxes.  Comtech has duly filed all  federal,
state,  local and foreign  tax  returns  required to be filed by it and has duly
paid or made  adequate  provision for the payment of all taxes which are due and
payable  pursuant to such returns or pursuant to any assessment  with respect to
taxes in such  jurisdictions,  whether or not in  connection  with such returns,
except for incidental  interest and penalties which may be due and payable,  but
which are not material in amount.  The liability for taxes reflected in the 1995
Balance Sheet is sufficient for the payment of all unpaid taxes,  whether or not
disputed, that are accrued or applicable for the period ended December 31, 1995,

<PAGE>

and for all years and periods ended prior thereto. All deficiencies  asserted as
a result of any  examinations  by the Internal  Revenue  Service  ("IRS") or any
other taxing authority have been paid, fully settled or adequately  provided for
in the 1995 Balance  Sheet.  There are no pending  claims  asserted for taxes of
Comtech or outstanding  agreements or waivers  extending the statutory period of
limitation  applicable to any tax return of Comtech for any period.  Comtech has
made all  estimated  income tax deposits and all other  required tax payments or
deposits and has complied for all prior  periods in all material  respects  with
the tax withholding provisions of all applicable federal,  state, local, foreign
and other laws. Comtech has made available to Restor true,  complete and correct
copies of its federal  income tax  returns for the last three (3) taxable  years
and made available such other tax returns requested by Restor.

     Section 3.12.  Officers,  Directors and Employees.  The Comtech  Disclosure
Letter contains a true and complete list of all of the officers and directors of
Comtech, specifying their office and annual rate of compensation, and a true and
complete list of all of the employees of Comtech as of the date hereof with whom
Comtech has a written employment agreement or to whom Comtech has made verbal or
oral  commitments  which are  binding on  Comtech or who have an annual  rate of
compensation in excess of $30,000.

     Section 3.13. Comtech Employee Benefit Plans

      (a)Definition of Benefit  Plans.  For purposes of this Section  3.13,  the
         term "Comtech Benefit Plan" means any plan, program, arrangement, fund,
         policy,  practice  or  contract  which,  through  which or under  which
         Comtech or a Comtech ERISA Affiliate (as hereinafter  defined) provides
         benefits  or  compensation  to or on  behalf  of  employees  or  former
         employees  of Comtech or an Comtech  ERISA  Affiliate  (as  hereinafter
         defined), whether formal or informal, whether or not written, including
         but not limited to the following:

                  (1) Arrangements -- any bonus, incentive  compensation,  stock
              option, deferred compensation,  commission,  severance pay, golden
              parachute or other compensation plan or rabbi trust;

                  (2) ERISA Plans -- any "employee  benefit plan" (as defined in
              Section 3(3) of the  Employee  Retirement  Income  Security Act of
              1974, as amended  ("ERISA")),  including,  but not limited to, any
              multi-employer  plan (as  defined  in  Section  3(37) and  Section
              4001(a)(3) of ERISA),  defined benefit plan,  profit sharing plan,
              money purchase pension plan, 401(k) plan,  savings or thrift plan,
              stock bonus plan,  employee  stock  ownership  plan,  or any plan,
              fund,  program,  arrangement  or  practice  providing  for medical
              (including  post-retirement medical),  hospitalization,  accident,
              sickness, disability, or life insurance benefits; and


<PAGE>

                  (3) Other  Employee  Fringe  Benefits  -- any stock  purchase,
              vacation, scholarship, day care, prepaid legal services, dependent
              care,  telephone,  automobile,  dependent  travel or other  fringe
              benefit plans, programs, arrangements, contracts or practices.

       (b)Comtech ERISA  Affiliate.  For purposes of this Section 3.13, the term
          "Comtech ERISA Affiliate" means each trade or business (whether or not
          incorporated)  which  together  with  Comtech  is  treated as a single
          employer under Section 414(b), (c), (m) or (o) of the Code.

       (c)Identification  of Benefit  Plans.  Except as described in the Comtech
          Disclosure Letter,  Comtech does not maintain,  nor has it at any time
          established  or  maintained,  nor has it at any time been obligated to
          make,  or  otherwise  made,  contributions  to or under  or  otherwise
          participated in any Comtech Benefit Plan.

       (d)MEPPA Liability/Post-Retirement  Medical Benefits. Except as described
          in the  Comtech  Disclosure  Letter,  neither  Comtech nor any Comtech
          ERISA  Affiliate  maintains,  nor  has  at  any  time  established  or
          maintained,  nor has at any time  been  obligated  to  make,  or made,
          contributions to or under any multi-employer plan. Except as described
          in the Comtech Disclosure Letter,  Comtech does not maintain,  nor has
          it at any time established or maintained,  nor has it at any time been
          obligated  to make,  or made,  contributions  to or under (i) any plan
          which provides post-retirement medical or health benefits with respect
          to employees of Comtech;  (ii) any organization  described in Sections
          501(c)(9) or 501(c)(20) of the Code; (iii) any defined benefit pension
          plan or money purchase  pension plan subject to Title IV of ERISA;  or
          (iv) any plan  which  provides  retirement  benefits  in excess of the
          limitations in Sections 401(a)(17),  401(k),  401(m), 402(g) or 415 of
          the Code. There is no lien upon any property of Comtech or any Comtech
          ERISA Affiliate  outstanding pursuant to Section 412(n) of the Code in
          favor of any Comtech Benefit Plan. No assets of Comtech or any Comtech
          ERISA Affiliate have been provided as security for any Comtech Benefit
          Plan pursuant to Section 401(a)(29) of the Code.

       (e)Documentation.  Comtech  has  made  available  to  Restor  a true  and
          complete copy of the following documents, if applicable,  with respect
          to each Comtech  Benefit  Plan  identified  in the Comtech  Disclosure
          Letter: (i) all documents, including any insurance contracts and trust

<PAGE>

          agreements, setting forth the terms of the Comtech Benefit Plan, or if
          there are no such  documents  evidencing  the Comtech  Benefit Plan, a
          full  description of the Comtech  Benefit Plan; (ii) the ERISA summary
          plan description and any other summary of plan provisions  provided to
          participants  or  beneficiaries  for each such Comtech  Benefit  Plan;
          (iii) the  annual  reports  filed for the most  recent  three (3) plan
          years and most recent financial  statements or periodic  accounting of
          related plan assets with respect to each Comtech  Benefit  Plan;  (iv)
          the most recent favorable determination letter, opinion or ruling from
          the IRS for each Comtech Benefit Plan, the assets of which are held in
          trust,  to the effect  that such trust is exempt from  federal  income
          tax;  and (v) each opinion or ruling from the  Department  of Labor or
          the Pension Benefit Guaranty Corporation ("PBGC") with respect to such
          Comtech Benefit Plans.

       (f)Qualified  Status.  Except  as  described  in the  Comtech  Disclosure
          Letter,  each Comtech  Benefit Plan that is funded  through a trust or
          insurance contract has at all times satisfied in all respects,  by its
          terms  and  in  its  operation,  all  applicable  requirements  for an
          exemption  from federal  income  taxation  under Section 501(a) of the
          Code.  Neither  Comtech nor any Comtech  ERISA  Affiliate  maintains a
          Comtech Benefit Plan which meets the requirements of Section 401(a) of
          the Code (each a "401 Plan").  Any determination  letter issued by the
          IRS to the  effect  that any such 401  Plan  qualifies  under  Section
          401(a) of the Code and that the related  trust is exempt from taxation
          under  Section  501(a) of the Code  remains in effect and has not been
          revoked.  Each such 401 Plan, if any,  currently complies in form with
          the requirements  under Section 401(a) of the Code, other than changes
          required by statutes, regulations and rulings for which amendments are
          not yet required.  Each such 401 Plan,  if any, has been  administered
          according to its terms (except for those terms which are  inconsistent
          with the changes  required  by  statutes,  regulations  and ruling for
          which  changes are not yet required to be made, in which case any such
          401 Plan has been  administered  in accordance  with the provisions of
          those  statutes,  regulations  and rulings) and in accordance with the
          requirements  of Section  401(a) of the Code.  Each such 401 Plan,  if
          any,  has been  tested for  compliance  with,  and has  satisfied  the
          requirements of, Section  401(k)(3) and 401(m)(2) of the Code for each
          plan year ending prior to the Effective Date.

       (g)Compliance. Except as described in the Comtech Disclosure Letter, each
          Comtech  Benefit  Plan  maintained  by  Comtech  or  a  Comtech  ERISA
          Affiliate  has at all  times  been  maintained,  by its  terms  and in
          operation,  in  accordance  with all  applicable  laws in all material
          respects, including

<PAGE>

          (to the  extent  applicable)  Code  Section  4980B.  There has been no
          failure  to  comply  with  applicable  ERISA  or  other   requirements
          concerning  the filing of  reports,  documents  and  notices  with the
          Secretary of Labor and Secretary of Treasury or the furnishing of such
          documents to  participants  or  beneficiaries  that could  subject any
          Comtech Benefit Plan, Comtech, any Comtech ERISA Affiliate,  Restor or
          any of its affiliates to any material civil or any criminal sanction.

       (h)Legal Actions. There are no actions,  audits, suits or claims known to
          the  Shareholder  which are pending or threatened  against any Comtech
          Benefit  Plan,  any  fiduciary  of any of Comtech  Benefit  Plans with
          respect to the Comtech  Benefit  Plans or against the assets of any of
          the Comtech  Benefit  Plans,  except  claims for benefits  made in the
          ordinary course of the operation of such plans.

       (i)Funding.  Comtech and each Comtech  ERISA  Affiliate has made full and
          timely  payment of all amounts  required to be  contributed  under the
          terms of each Comtech  Benefit Plan and  applicable law or required to
          be paid as expenses  under such Comtech  Benefit  Plan,  and no excise
          taxes  are  assessable  as a  result  of any  nondeductible  or  other
          contributions  made or not made to a Comtech Benefit Plan. No event or
          condition  exists with respect to any Comtech  Benefit Plan subject to
          Title IV of ERISA  which  could be deemed a  "Reportable  Event" (as .
          defined in Title IV of ERISA)  with  respect to which the thirty  (30)
          day notice  requirement  has not been waived  which could  result in a
          material  liability to Comtech,  and no  condition  exists which would
          subject  Comtech to a material fine under  Section 4071 of ERISA.  The
          assets  of  all  Comtech   Benefit  Plans  which  are  required  under
          applicable laws to be held in trust are in fact held in trust, and the
          assets  of  each  such  Comtech  Benefit  Plan  equal  or  exceed  the
          liabilities of each such plan. The  liabilities of each other plan are
          properly  and  accurately  reported on the  financial  statements  and
          records  of  Comtech.  The  assets of each  Comtech  Benefit  Plan are
          reported at their fair  market  value on the books and records of each
          plan.

       (j)Liabilities.  Neither  Comtech  nor any  Comtech  ERISA  Affiliate  is
          subject to any material  liability,  tax or penalty  whatsoever to any
          person  whomsoever  as a result  of  Comtech's  or any  Comtech  ERISA
          Affiliate's  engaging in a prohibited  transaction  under ERISA or the
          Code, and the Shareholder has no knowledge of any circumstances  which
          reasonably might result in any such material liability, tax or penalty
          as a result of a breach of fiduciary duty under ERISA. The termination
          of or withdrawal  from any Comtech  Benefit Plan maintained by Comtech
          or a Comtech ERISA  Affiliate which is subject to Title IV of ERISA or
          any

<PAGE>

          other Comtech Benefit Plan  immediately  after the Effective Time will
          not  subject  Restor,  the  Surviving  Corporation,  Merger Sub or any
          Comtech ERISA Affiliate to any additional contribution  requirement or
          to any other  liability,  tax or  penalty  whatsoever  (excluding  any
          liability,  tax or penalty  attributable  solely to the fact that such
          termination or withdrawal would violate the permanency  requirement of
          Section 401 (a) of the Code or an excise tax under Code Section 4980).
          Neither  the  execution  nor  the  performance  of  the   transactions
          contemplated by this Agreement will create, accelerate or increase any
          obligations  under any Comtech  Benefit Plan.  Neither Comtech nor any
          Comtech ERISA  Affiliate  has any  obligation to any retired or former
          employee,  or any current employee upon retirement,  under any Comtech
          Benefit Plan.

       (k)Amendment/New  Plans. From the date of this Agreement to the Effective
          Time,  no  amendment  shall be made to any Comtech  Benefit  Plan,  no
          commitment  shall be made to amend  any  Comtech  Benefit  Plan and no
          commitment  shall be made to continue  any Comtech  Benefit Plan or to
          adopt any new Comtech Benefit Plan for the benefit of any employees of
          Comtech or any Comtech  ERISA  Affiliate  absent the  express  written
          consent of Restor.

       (l)Excess  Parachute  Payments.  No  payment  required  to be made to any
          employee  associated  with  Comtech  as a result  of the  transactions
          contemplated  hereby under any contract or  otherwise  will,  if made,
          constitute an "excess parachute payment" within the meaning of Section
          280G of the Code or be nondeductible under Section 162(m) of the Code.

       (m)No Acceleration of Liability Under Benefit Plans.  The consummation of
          the transactions  contemplated  hereby will not accelerate or increase
          any   liability   under  any  Comtech   Benefit  Plan  because  of  an
          acceleration  or  increase  of any of the rights or  benefits to which
          employees of Comtech or any Comtech  ERISA  Affiliate  may be entitled
          thereunder.

       (n)Statutory  Benefits.  Except as  described  in the Comtech  Disclosure
          Letter,   Comtech  has,  on  a  timely   basis,   made  all  payments,
          withholdings  and  filings  of any  kind  required  of it by,  and has
          otherwise  complied in all material respects with, any applicable law,
          regulation  or  administrative   order  concerning  pension,   health,
          welfare,  unemployment,  workers'  compensation  or  similar  benefits
          administered by any governmental, regulatory or public body.

     Section  3.14.  Labor  Relations.  Comtech is in compliance in all material
respects  with all federal,  state and foreign laws  respecting  employment  and
employment practices, terms and conditions of employment, wages and hours, and


<PAGE>

is not engaged in any unfair labor or unlawful employment practice.  There is no
unlawful  employment  practice  discrimination  charge involving Comtech pending
before the Equal Employment  Opportunity  Commission  ("EEOC"),  EEOC-recognized
state "referral  agency" or any other  governmental  agency.  There is no unfair
labor practice  charge or complaint  against Comtech pending before the National
Labor Relations Board ("NLRB").  There is no labor strike, dispute,  slowdown or
stoppage  actually  pending or, to the best  knowledge  of  Comtech,  threatened
against or involving or affecting Comtech,  and no NLRB representation  question
exists respecting any of its employees.  No grievance or arbitration  proceeding
is pending  against  Comtech and no written claim therefor  exists.  There is no
collective bargaining agreement that is binding on Comtech.

     Section 3.15.  Insurance.  Comtech has heretofore provided to Restor a true
and  complete  list of its  current  insurance  coverages,  including  names  of
carriers,  amounts of coverage  and premiums  therefor.  Comtech has been and is
insured with respect to its  properties  and the conduct of its business in such
amounts and against such risks as are reasonable in relation to its business and
will use its reasonable  efforts to maintain such insurance at least through the
Effective Time. Comtech has made available to Restor true and complete copies of
all insurance  policies  covering  Comtech,  its properties,  assets,  employees
and/or operations.

     Section 3.16. Title to  Properties  and Related  Matters.  Comtech  has, to
the best knowledge of the  Shareholders,  good  and  valid  title  to  or  valid
leasehold  interests in its  properties  reflected in the 1995 Balance  Sheet or
acquired  after  the date  thereof  (other  than  properties  sold or  otherwise
disposed of in the ordinary course of business),  and all of such properties are
held free and clear of all title defects, liens,  encumbrances and restrictions,
except,  with respect to all such  properties,  (a) mortgages and liens securing
debt  reflected as  liabilities  on the 1995 Balance  Sheet and (b)(i) liens for
current  taxes and  assessments  not in  default,  (ii)  mechanics',  carriers',
workmen's, materialmen's,  repairmen's, statutory or common law liens either not
delinquent or being contested in good faith, and (iii) encumbrances,  covenants,
rights of way, building or use restrictions,  easements, exceptions,  variances,
reservations and other similar matters or limitations, if any, which do not have
a  material   adverse  effect  on  Comtech's  use  of  the  property   affected.
Notwithstanding   the   immediately   preceding   sentence,   Comtech  makes  no
representation  or warranty in this  Section  3.16 or  otherwise  regarding  the
validity of title to any such  properties  in which Comtech has only a leasehold
interest.

     Section 3.17. Environmental  Matters. Except for a residential  condominium
which  Comtech  owned,  but  no  longer  owns, in  Newark,  California,  Comtech
does not own, nor has at any time owned,  any real  property.  There has been no
material  release  of a  hazardous  substance,  as that term is  defined  in the


<PAGE>

Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42
U.S.C. ss. 9601(14), or any petroleum product by Comtech into the environment at
any  property  ever  owned,  leased  or used by the  Comtech  (the  "Premises"),
including,  without  limitation,  any such  release  in the soil or  groundwater
underlying the Premises and, to the best knowledge of Comtech, there has been no
such release by any other party at any of the Premises. Comtech has from time to
time disposed of small amounts of hazardous  substances  (as defined above) in a
manner believed by Comtech to be in compliance with Environmental  Laws. Comtech
has not received  notice of any  violation of any  Environmental  Law nor has it
been advised of any claim or liability pursuant to any Environmental Law brought
by any domestic or foreign  governmental  agency or private party.  There are no
Environmental Liabilities (as defined below) of Comtech that, individually or in
the  aggregate,  have had or would  reasonably  be  expected  to have a material
adverse  effect on the assets,  liabilities,  results of  operations,  financial
condition,  business  or  prospects  of  Comtech.  As used  in  this  Agreement,
"Environmental  Laws"  means  any and all  federal,  state,  local  and  foreign
statutes, laws, judicial decisions,  regulations,  ordinances, rules, judgments,
orders,  decrees,  codes,  plans,  injunctions,  permits,  concessions,  grants,
franchises,  licenses, agreements and governmental restrictions,  whether now or
hereafter in effect,  relating to human health, the environment or to emissions,
discharges  or releases of  pollutants,  contaminants,  Hazardous  Substances or
wastes into the environment,  including without  limitation ambient air, surface
water,  ground  water  or  land,  or  otherwise  relating  to  the  manufacture,
processing,  distribution,  use,  treatment,  storage,  disposal,  transport  or
handling of  pollutants,  contaminants,  Hazardous  Substances  or wastes or the
clean-up or other remediation thereof.  "Environmental Liabilities" with respect
to any person means any and all liabilities of or relating to such person or any
of its  Subsidiaries  (including  any  entity  which is, in whole or in part,  a
predecessor  of such  Person  or any of its  Subsidiaries),  whether  vested  or
unvested,  contingent or fixed, actual or potential, known or unknown, which (i)
arise under or relate to matters covered by  Environmental  Laws and (ii) relate
to actions  occurring or  conditions  existing on or prior to the Closing  Date.
"Hazardous  Substances"  means any  toxic,  radioactive,  caustic  or  otherwise
hazardous substance, including petroleum, its derivatives, by-products and other
hydrocarbons, or any substance having any constituent elements displaying any of
the foregoing  characteristics,  including,  without  limitation,  any substance
regulated under Environmental Laws.

     Section 3.18.  Patents,  Trademarks,  Trade Names.  The Comtech  Disclosure
Letter  sets  forth a true and  complete  list  of:  (a) all  material  patents,
trademarks  and  trade  names   (including   all  federal,   state  and  foreign
registrations pertaining thereto) and all material copyright registrations owned

<PAGE>

by Comtech (collectively,  the "Proprietary Intellectual Property"); and (b) all
patents,  trademarks,  trade names,  copyrights and all technology and processes
used by Comtech in its business  which are material to its business and are used
pursuant to a license or other right granted by a third party (collectively, the
"Licensed Intellectual Property" and, together with the Proprietary Intellectual
Property,  herein referred to as "Intellectual  Property").  A true and complete
list of all such licenses with respect to Licensed  Intellectual Property is set
forth in the Comtech Disclosure Letter.  Each of the federal,  state and foreign
registrations  pertaining to the Proprietary  Intellectual Property is valid and
in full  force  and  effect.  All  required  filings  in  association  with such
registrations  have been  properly  made and all  required  fees have been paid.
Comtech  owns,  or has  the  right  to  use  pursuant  to  valid  and  effective
agreements,  all Intellectual Property, and the consummation of the transactions
contemplated  hereby will not alter or impair any such  rights,  except for such
defects  in title or other  matters  which  in the  aggregate  would  not have a
material  adverse  effect on the  assets,  liabilities,  results of  operations,
financial  condition,  business or prospects  of Comtech.  No claims are pending
against  Comtech  by any  person  with  respect  to the use of any  Intellectual
Property or  challenging  or questioning  the validity or  effectiveness  of any
license or agreement relating to the same, and the current use by Comtech of the
Intellectual  Property  does not infringe on the rights of any third party.  The
Comtech  Disclosure  Letter  sets  forth a list of all  jurisdictions  in  which
Comtech is operating under a trade name, and each jurisdiction in which any such
trade name is registered.

     Section 3.19. Transactions  with Affiliates.  No shareholder or director of
Comtech,  or  any  person with  whom  any  such  shareholder or director has any
direct or indirect  relation by blood,  marriage or  adoption,  or any entity in
which any such person owns any beneficial  interest  (other than a publicly held
corporation  whose stock is traded on a national  securities  exchange or in the
over-the-counter  market and less than 1% of the stock of which is  beneficially
owned by all such persons) has any interest in (i) any contract,  arrangement or
understanding with, or relating to, the business or operations of Comtech,  (ii)
any loan, arrangement,  understanding,  agreement or contract for or relating to
indebtedness  of  Comtech,  or (iii)  any  property  (real,  personal  or mixed,
tangible or intangible) used, or currently  intended to be used, in the business
or operations of Comtech.

     Section 3.20. Brokers,  Finders and Investment Bankers. Neither Comtech nor
any of its officers,  directors or employees has employed any broker,  finder or
investment  banker or incurred any  liability for any  investment  banking fees,
financial advisory fees,  brokerage fees or finders' fees in connection with the
transactions contemplated herein.


<PAGE>

     Section 3.21. Disclosure.  No representation,  warranty or covenant made by
Comtech in this Agreement, the Comtech Disclosure Letter or any Exhibit attached
hereto  contains  an untrue  statement  of a  material  fact or omits to state a
material  fact  required to be stated herein or therein or necessary to make the
statements contained herein or therein not misleading.


                                   ARTICLE 4.
                    REPRESENTATIONS AND WARRANTIES OF RESTOR

         With such  exceptions,  if any,  as may be set  forth in a letter  (the
"Restor  Disclosure  Letter") to be  delivered by Restor to Comtech on or before
May 3, 1996, Restor hereby represents and warrants to Comtech as follows:

     Section 4.1. Organization. Restor is a  corporation duly organized, validly
existing  and  in  good  standing  under  the  laws of the  jurisdiction  of its
incorporation and has all requisite  corporate power and authority to own, lease
and operate its properties and to carry on its business as now being  conducted.
Restor is duly qualified to transact  business,  and is in good  standing,  as a
foreign  corporation in each jurisdiction  where the character of its activities
requires  such  qualification,  except where the failure to so qualify would not
have  a  material  adverse  effect  on  the  assets,  liabilities,   results  of
operations, financial condition, business or prospects of Restor.

     Section  4.2.  Authorization.  Each of  Restor  and  Merger  Sub  has  full
corporate  power and  authority  to execute and deliver  this  Agreement  and to
perform its  obligations  under this  Agreement and to consummate the Merger and
the other transactions  contemplated  hereby. The execution and delivery of this
Agreement by Restor and Merger Sub,  subject only to the  performance  by Restor
and Merger Sub of their respective obligations hereunder and the consummation of
the Merger and the other  transactions  provided for herein,  have been duly and
validly  authorized  by all  necessary  corporate  action on the part of each of
Restor and Merger Sub.  The Boards of Directors of each of Restor and Merger Sub
have approved the execution,  delivery and performance of this Agreement and the
consummation of the Merger and the other transactions  provided for herein. This
Agreement  has been duly executed and delivered by each of Restor and Merger Sub
and  constitutes  the valid and  binding  agreement  of Restor and  Merger  Sub,
enforceable  against each of Restor and Merger Sub in accordance with its terms,
subject to applicable  bankruptcy,  insolvency  and other similar laws affecting
the enforceability of creditors' rights generally,  general equitable principles
and the discretion of courts in granting equitable remedies.


<PAGE>

     Section 4.3. Absence of Restrictions and Conflicts. The execution, delivery
and performance of this Agreement,  the consummation of the Merger and the other
transactions  contemplated  by  this  Agreement,  and  the  fulfillment  of  and
compliance  with the terms and conditions of this Agreement do not and will not,
with the  passing of time or the giving of notice or both,  violate or  conflict
with,  constitute  a  breach  of or  default  under,  result  in the loss of any
material benefit under, or permit the acceleration of any obligation  under, (i)
any term or provision of the Articles of Incorporation or Bylaws of Restor, (ii)
any  contract  material to the  business  and  operations  of Restor,  (iii) any
judgment,  decree or order of any court or  governmental  authority or agency to
which Restor is a party or by which Restor or any of its properties is bound, or
(iv) any statute,  law,  regulation or rule applicable to Restor, so as to have,
in the case of subsections (ii) through (iv) above, a material adverse effect on
the assets, liabilities, results of operations, financial condition, business or
prospects of Restor.  Except for filing and  recordation  of the  Certificate of
Merger,  no  consent,  approval,  order or  authorization  of, or  registration,
declaration or filing with, any government  agency or public or regulatory unit,
agency,  body or authority with respect to Restor is required in connection with
the execution, delivery or performance of this Agreement by Restor or Merger Sub
or the consummation of the transactions contemplated by this Agreement by Restor
or Merger Sub, the failure to obtain which would have a material  adverse effect
upon the  assets,  liabilities,  results  of  operations,  financial  condition,
business or prospects of Restor.

     Section 4.4.  Capitalization  of Restor.  The  authorized  capital stock of
Restor consists of 20,000,000  shares of common stock, $.01 par value per share,
of which 12,658,930 shares were issued and outstanding as of March 31, 1996, and
500,000 shares of non-voting Class B common stock,  $.01 par value per share, of
which no shares were issued and  outstanding  as of March 31,  1996.  The Restor
Disclosure Letter sets forth a full, true and complete list of the shareholdings
of, and options,  warrants and similar rights owned by, all officers,  directors
and 5%  stockholders of Restor shown on the books and records of Restor at March
31, 1996. All shares of Restor Stock  outstanding as of the date hereof are duly
authorized,  validly issued,  fully paid,  nonassessable  and free of preemptive
rights.  The shares of Restor  Stock to be issued in the Merger  will be validly
issued, fully paid, nonassessable and free of preemptive rights.

     Section 4.5. Financial Statements. Restor has made available to Comtech the
audited  consolidated  balance  sheets  of  Restor  and  its  subsidiaries as of
December 31, 1993,  1994 and 1995,  and the related  consolidated  statements of
operations, stockholders' equity and cash flows for the fiscal years then ended,
including the notes  thereto.  All of the  foregoing  financial  statements  are
hereinafter  collectively  referred to as the "Restor Financial  Statements" and
the balance  sheet as of December  31,  1995 is  hereinafter  referred to as the


<PAGE>

"1995 Restor Balance Sheet." The Restor Financial  Statements have been prepared
from,  and are in accordance  with,  the books and records of Restor and present
fairly the  financial  position  and results of  operations  of Restor as of the
dates and for the periods indicated,  in each case, in conformity with generally
accepted accounting  principles,  consistently  applied. As of the Closing Date,
Restor shall have no liability or obligation of any nature  whatsoever,  whether
accrued,  absolute,  contingent or otherwise, other than (x) current liabilities
and  obligations  which are  recurring in nature and not overdue on their terms,
(y)  liabilities and  obligations  reflected and adequately  provided for on the
1995 Restor Balance Sheet and (z)  liabilities  and  obligations  arising in the
ordinary course of business of Restor,  or in connection  with the  transactions
contemplated hereby, since the date of the 1995 Restor Balance Sheet.

     Section 4.6. Absence of Certain Changes.

         (a)  Certain Financial Matters; Property;  Dividends. Since the date of
         the 1995  Restor  Balance  Sheet,  there has not been (i) any  material
         adverse  change in the  assets,  liabilities,  results  of  operations,
         financial condition,  business or prospects of Restor, (ii) any damage,
         destruction,  loss or casualty to property or assets of Restor, whether
         or not covered by insurance,  which  property or assets are material to
         its  operations or business,  (iii) any  declaration,  setting aside or
         payment of any  dividend or  distribution  (whether  in cash,  stock or
         property) in respect of the capital stock of Restor,  or any redemption
         or other acquisition by Restor of any of the capital stock of Restor or
         any split,  combination or  reclassification of shares of capital stock
         declared  or made by  Restor,  or (iv) any  agreement  to do any of the
         foregoing.

         (b)  Other  Changes.  Since the date of the 1995 Restor  Balance Sheet,
         there have not been (i) any losses  suffered,  (ii) any material assets
         mortgaged,  pledged  or made  subject  to any  lien,  charge  or  other
         encumbrance,  (iii) any  material  liability or  obligation  (absolute,
         accrued or contingent)  incurred or any material bad debt,  contingency
         or other reserve increase  suffered,  except, in each such case, in the
         ordinary course of business and consistent with past practice, (iv) any
         material  claims,  liabilities  or  obligations  (absolute,  accrued or
         contingent)  paid,  discharged  or  satisfied,  other than the payment,
         discharge  or  satisfaction,  in the  ordinary  course of business  and
         consistent with past practice,  of claims,  liabilities and obligations
         reflected or reserved  against in the Restor  Financial  Statements  or
         incurred in the ordinary  course of business and  consistent  with past
         practice  since the date of the Restor  Financial  Statements,  (v) any


<PAGE>

         material  guarantees,  checks, notes or accounts receivable written off
         as uncollectible,  except write-offs in the ordinary course of business
         and consistent with past practice,  (vi) any write down of the value of
         any asset or  investment  on  Restor's  books or  records,  except  for
         depreciation and amortization  taken in the ordinary course of business
         and  consistent  with  past  practice,  (vii) any  cancellation  of any
         material  debts  or  waiver  of  any  material   claims  or  rights  of
         substantial  value,  or  sale,  transfer  or other  disposition  of any
         material  properties  or assets (real,  personal or mixed,  tangible or
         intangible)  of  substantial  value,  except,  in each  such  case,  in
         transactions  in the ordinary  course of business and  consistent  with
         past practice ,(viii) any material transactions entered into other than
         in the ordinary  course of business,  (ix) any  agreements to do any of
         the foregoing,  or (x) any other events,  developments or conditions of
         any character that have had or are reasonably likely to have a material
         adverse  effect on the  assets,  liabilities,  results  of  operations,
         financial   condition,   business  or   prospects  of  Restor  and  its
         subsidiaries taken as a whole.

     Section  4.7.  Legal  Proceedings.  There  are no suits,  actions,  claims,
proceedings  or  investigations  pending  or, to the best  knowledge  of Restor,
threatened  against,  relating to or involving Restor (or any of its officers or
directors) before any court,  arbitrator or administrative or governmental body,
which, if finally determined adversely,  are reasonably likely,  individually or
in the aggregate, to have a material adverse effect on the assets,  liabilities,
results of operations, financial condition, business or prospects of Restor. All
pending or threatened  suits,  actions,  claims,  proceedings or  investigations
relating to or involving Restor (or any of its officers or directors) before any
court, arbitrator or administrative or governmental body are adequately provided
for in the 1995 Restor  Balance  Sheet in  accordance  with  generally  accepted
accounting  principles.   Restor  is  not  subject  to  any  judgment,   decree,
injunction, rule or order of any court nor is Restor subject to any governmental
restriction  applicable to it, which is reasonably likely (a) to have a material
adverse  effect on the assets,  liabilities,  results of  operations,  financial
condition,  business  or  prospects  of Restor and its  subsidiaries  taken as a
whole.

     Section 4.8.  Compliance with Law. Restor has all material  authorizations,
approvals,  licenses  and  orders of and from all  governmental  and  regulatory
officers and bodies  necessary to carry on its business as it is currently being
conducted, to own or hold under lease the properties and assets it owns or holds
under lease and to perform all of its obligations  under the agreements to which
it is a party,  and Restor  has been and is in  compliance  with all  applicable
laws, regulations  and  administrative  orders  of  any  country,  state


<PAGE>

or  municipality  or of any  subdivision  thereof to which its  business  or its
employment  of labor or its use or occupancy of  properties  or any part thereof
are  subject,  the  failure  to obtain or the  violation  of which  would have a
material  adverse  effect upon its assets,  liabilities,  results of operations,
financial condition,  business or prospects of Restor and its subsidiaries taken
as a whole.

     Section 4.9. Tax Returns;  Taxes. Restor has duly filed all federal, state,
local and  foreign  tax  returns  required  to  be filed by it and has duly paid
or made  adequate  provision  for the  payment  of all  taxes  which are due and
payable  pursuant to such returns or pursuant to any assessment  with respect to
taxes in such jurisdictions, whether or not in connection with such returns. The
liability for taxes reflected in the 1995 Restor Balance Sheet is sufficient for
the payment of all unpaid taxes,  whether or not  disputed,  that are accrued or
applicable for the period ended December 31, 1995, and for all years and periods
ended prior thereto.  All deficiencies  asserted as a result of any examinations
by the IRS or any other  taxing  authority  have been  paid,  fully  settled  or
adequately  provided for in the 1995 Restor Balance Sheet.  There are no pending
claims  asserted  for taxes of  Restor  or  outstanding  agreements  or  waivers
extending  the statutory  period of  limitation  applicable to any tax return of
Restor for any period. Restor has made all estimated income tax deposits and all
other  required tax payments or deposits and has complied for all prior  periods
in all material  respects with the tax withholding  provisions of all applicable
federal, state, local, foreign and other laws.

     Section 4.10.  Restor SEC Reports.  Restor has heretofore made available to
Comtech  Restor's  Annual  Reports on Form 10-K for the years ended December 31,
1993, 1994 and 1995 (the "Restor SEC Reports").  As of their  respective  dates,
the Restor SEC Reports did not contain any untrue  statement of a material  fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading. Since January 1, 1993, Restor has filed all forms, reports
and documents with the Securities and Exchange  Commission  required to be filed
by it pursuant to the Securities Act of 1933, as amended (the "Securities Act"),
and the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  and
the rules and regulations promulgated  thereunder,  each of which complied as to
form,  at the time such form,  document  or report was  filed,  in all  material
respects with the applicable requirements of the Securities Act and the Exchange
Act and the applicable rules and regulations promulgated thereunder.


<PAGE>


     Section  4.11.Transactions  with  Affiliates.  Except as  disclosed  in the
Restor SEC Reports,  no executive  officer or director of Restor,  or any person
with whom any such  executive  officer or  director  has any direct or  indirect
relation by blood,  marriage or adoption, or any entity in which any such person
owns any beneficial interest (other than a publicly held corporation whose stock
is traded on a national  securities exchange or in the  over-the-counter  market
and  less  than 1% of the  stock  of  which  is  beneficially  owned by all such
persons)  has any interest in (i) any  contract,  arrangement  or  understanding
with,  or relating  to, the  business or  operations  of Restor,  (ii) any loan,
arrangement,   understanding,   agreement   or  contract   for  or  relating  to
indebtedness of Restor, or (iii) any property (real, personal or mixed, tangible
or  intangible)  used,  or  currently  intended to be used,  in the  business or
operations of Restor.

     Section 4.12. Disclosure.  No representation,  warranty or covenant made by
Restor in this  Agreement,  the Restor  Disclosure  Letter or any Exhibit hereto
contains any untrue  statement  of a material  fact or omits to state a material
fact required to be stated herein or therein or necessary to make the statements
contained herein or therein not misleading.


                                                          
                                   ARTICLE 5.
                        CERTAIN COVENANTS AND AGREEMENTS


     SECTION 5.1. Conduct of Business by Comtech.  From  the date  hereof to the
Effective  Time,  Comtech  will,  except  as  required  in  connection  with the
Merger and the other  transactions  contemplated by this Agreement and except as
otherwise  disclosed in the Comtech Disclosure Letter or consented to in writing
by Restor:

              (i)  Carry  on  its   businesses   in  the   ordinary   course  in
         substantially the same manner as heretofore conducted and not engage in
         any new line of business or enter into any  agreement,  transaction  or
         activity or make any commitment  except those in the ordinary course of
         business and not otherwise prohibited under this Section 5.1;

              (ii) Neither  change  nor amend its Articles of  Incorporation  o
         Bylaws;

              (iii) Sell or grant  options,  warrants  or rights to  purchase or
         subscribe to, or enter into any arrangement or contract with respect to
         the  issuance or sale of any of its capital  stock of Comtech or rights
         or obligations  convertible  into or exchangeable for any shares of its
         capital  stock  and  not  alter  the  terms  of any  of  its  presently
         outstanding  options,  warrants or other equity  securities or make any
         changes (by split-up, combination,  reorganization or otherwise) in its
         capital structure;


<PAGE>

              (iv)Not  declare,  pay or set aside for  payment  any  dividend or
         other  distribution  in respect of its  capital  stock or other  equity
         securities,  except for  distributions of dividends to its shareholders
         in the ordinary course of business  consistent with past practice,  and
         not  redeem,  purchase or  otherwise  acquire any shares of its capital
         stock or other securities or rights or obligations  convertible into or
         exchangeable for any shares of its capital stock or other securities or
         obligations  convertible  into such, or any options,  warrants or other
         rights to purchase or subscribe to any of the foregoing;

              (v) Not acquire or enter into an agreement to acquire,  by merger,
         consolidation  or purchase of stock  or assets, any business or entity;

              (vi) Use its reasonable  efforts to preserve  intact its corporate
         existence,  goodwill and business  organizations,  to keep its officers
         and  employees  available to Restor and to preserve  its  relationships
         with customers, suppliers and others having business relations with it;

              (vii) Not  (A)  create,   incur  or  assume  any  long-term   debt
         (including  obligations in respect of capital leases) or any short-term
         debt for borrowed money,  (B) assume,  guarantee,  endorse or otherwise
         become  liable  or  responsible  (whether  directly,   contingently  or
         otherwise)  for the  obligations  of any  other  person,  except in the
         ordinary course of business and consistent with past practice, (C) make
         any loans or  advances  to any  other  person,  except in the  ordinary
         course of business  and  consistent  with past  practice,  (D) make any
         capital  contributions to, or investments in, any person, except in the
         ordinary  course of business and  consistent  with past  practices with
         respect to investments,  (E) make any capital expenditure  involving in
         excess of $5,000 in the case of any  single  expenditure  or $10,000 in
         the case of all  capital  expenditures,  or (F)  purchase  or commit to
         purchase more than $300,000 of inventory in the aggregate;

              (viii) Not enter into, modify or extend in any manner the terms of
         any  employment,  severance  or similar  agreements  with  officers and
         directors  nor pay or become  obligated to pay any bonuses to, or grant
         any increase in the compensation of, officers,  directors or employees,
         whether  now or  hereafter  payable,  including  any  such  payment  or
         increase  pursuant  to any  option,  bonus,  stock  purchase,  pension,
         profit-sharing,   deferred  compensation,  retirement  or  other  plan,
         arrangement,  contract or commitment;  provided, however, that it shall
         be permitted  hereunder to (i) pay employee bonuses of up to $63,000 in
         the aggregate,  and (ii) grant increases in the compensation payable to
         employees (but not  executives or directors) in the ordinary  course of


<PAGE>

         business  consistent  with its 1996 budget and which do not in the case
         of any specific  employee involve an increase in compensation in excess
         of twenty percent (20%) of such employee's 1995  compensation and which
         in the  aggregate  do not involve an  annualized  compensation  expense
         increase of $10,000 or more;

              (ix)Perform in all material  respects all of its obligations under
         all Comtech  Material  Contracts  (except those being contested in good
         faith) and not enter into,  assume or amend any contract or  commitment
         that  would be a Comtech  Material  Contract  other than  contracts  to
         provide services entered into in the ordinary course of business;

              (x) Use its  reasonable  efforts  to  maintain  in full  force and
         effect and in the same  amounts  policies of  insurance  comparable  in
         amount and scope of coverage to that now maintained by it;

              (xi)Use its reasonable efforts to continue to collect its accounts
         receivable  and pay its  accounts  payable  in the  ordinary  course of
         business and consistent with past practices; and

              (xii)  Prepare  and file all  federal,  state,  local and  foreign
         returns for taxes and other tax reports, filings and amendments thereto
         required to be filed by it, and allow Restor, at its request, to review
         all such returns,  reports, filings and amendments at Comtech's offices
         prior to the filing thereof,  which review shall not interfere with the
         timely filing of such returns.

         In  connection  with the  continued  operation  of  Comtech's  business
between the date of this Agreement and the Effective Time,  Comtech shall confer
in good faith on a regular and frequent  basis with one or more  representatives
of Restor designated in writing to report on operational  matters of materiality
and the general status of ongoing operations.  Comtech  acknowledges that Restor
does not and will not waive any  rights it may have under  this  Agreement  as a
result of such consultations.

     Section 5.2. Inspection and Access to Information; Confidentiality.

           (a)Inspection and Access.  Between the date of this Agreement and the
         Effective  Time,  Comtech  will  provide  Restor  and its  accountants,
         investment bankers,  counsel and other authorized  representatives full
         access,   during   reasonable   business  hours  and  under  reasonable
         circumstances  to any and all of its premises,  properties,  contracts,
         commitments,  books,  records  and  other  information  (including  tax
         returns filed and those in  preparation)  and will cause its respective


<PAGE>

         officers   to   furnish   to  the  other   party  and  its   authorized
         representatives any and all financial, technical and operating data and
         other information pertaining to its business, as each other party shall
         from time to time reasonably request.

           (b)Confidentiality.  Restor shall,  and shall use its best efforts to
         cause its authorized representatives to, hold in strict confidence, and
         not  disclose  to any  person  without  the prior  written  consent  of
         Comtech,   or  use  in  any  manner  except  in  connection   with  the
         transactions contemplated hereby, all information obtained from Comtech
         in connection with the transactions  completed hereby, except that such
         information  may be disclosed  (i) where  necessary  to any  regulatory
         authorities or governmental  agencies,  (ii) if required by court order
         or decree,  (iii) if it is  ascertainable  or  obtained  from public or
         published  information,  (iv) if it is or  becomes  known to the public
         other than through  disclosure by such party, (vi) if the recipient can
         demonstrate  it was in its  possession  prior to disclosure  thereof in
         connection  with the Agreement,  (vii) if the recipient can demonstrate
         it was independently developed by it, or (viii) if the disclosing party
         is advised in writing by counsel  that it is legally  required  to make
         such disclosure.

     Section 5.3. No Solicitation;  Acquisition Proposals.  From the date hereof
until the Effective  Time or until this  Agreement is terminated or abandoned as
provided in Article 8, Comtech shall not directly or indirectly:  (a) solicit or
initiate  (including by way of furnishing any information)  discussions with; or
(b) enter into  negotiations or agreements  with, or furnish any information to,
any  corporation,  partnership,  person  or other  entity or group  (other  than
Restor,  its subsidiaries or their authorized  representatives  pursuant to this
Agreement)  concerning any proposal for a merger,  sale of  substantial  assets,
sale of shares of stock or securities or other takeover or business  combination
transaction (the "Acquisition  Proposal")  involving Comtech,  and Comtech shall
instruct  its  officers,  directors,  advisors  and  other  financial  and legal
representatives and consultants not to take any action contrary to the foregoing
provisions of this sentence.  Comtech will notify Restor  promptly in writing if
Comtech  becomes  aware that any  inquiries  or  proposals  are received by, any
information is requested from, or any  negotiations or discussions are sought to
be initiated with Comtech with respect to an Acquisition Proposal. Comtech shall
immediately cease any existing activities,  discussions or negotiations with any
third parties which may have been  conducted on or prior to the date hereof with
respect to an Acquisition  Proposal and shall direct and use reasonable  efforts
to cause its officers,  advisors and  representatives  not to engage in any such
activities, discussions or negotiations.


<PAGE>

     Section 5.4. Reasonable Efforts;  Further Assurances;  Cooperation. Subject
to the  other  provisions  of  this  Agreement,  the  parties  hereto shall each
use their reasonable, good faith efforts to perform their obligations herein and
to take, or cause to be taken, or do, or cause to be done, all things necessary,
proper or advisable under applicable law to obtain all regulatory  approvals and
satisfy all  conditions to the  obligations  of the parties under this Agreement
and to cause the Merger  and the other  transactions  contemplated  herein to be
effected on or prior to May 15,  1996 in  accordance  with the terms  hereof and
shall cooperate fully with each other and their respective officers,  directors,
employees,  agents, counsel,  accountants and other designees in connection with
any steps required to be taken as a part of their respective  obligations  under
this Agreement, including, without limitation:

              (i)  Comtech  and Restor  shall  promptly  make  their  respective
         filings  and  submissions  and shall  take,  or cause to be taken,  all
         actions and do, or cause to be done,  all things  necessary,  proper or
         advisable under  applicable laws and regulations to obtain any required
         approval  of  any  federal,  state  or  local  governmental  agency  or
         regulatory body with jurisdiction over the transactions contemplated by
         this Agreement.

              (ii)In the event any claim, action,  suit,  investigation or other
         proceeding  by  any  governmental  body  or  regulatory   authority  is
         commenced which questions the validity or legality of the Merger or any
         of the  other  transactions  contemplated  hereby or seeks  damages  in
         connection  therewith,  the  parties  agree  to  cooperate  and use all
         reasonable  efforts  to  defend  against  such  claim,   action,  suit,
         investigation  or other proceeding and, if an injunction or other order
         is  issued in any such  action,  suit or other  proceeding,  to use all
         reasonable  efforts to have such injunction or other order lifted,  and
         to  cooperate   reasonably   regarding  any  other  impediment  to  the
         consummation of the transactions contemplated by this Agreement.

              (iii) Each party shall give prompt  written notice to the other of
         (A) the occurrence,  or failure to occur, of any event which occurrence
         or failure would be likely to cause any  representation  or warranty of
         Comtech or Restor,  as the case may be,  contained in this Agreement to
         be untrue or  inaccurate  in any material  respect at any time from the
         date  hereof to the  Effective  Time or that will or may  result in the
         failure to satisfy any of the conditions  specified in Article 6 hereof
         and (B) any failure of Comtech or Restor, as the case may be, to comply
         with or satisfy any  covenant,  condition  or  agreement to be complied
         with or satisfied by any of them hereunder.


<PAGE>

              (iv)Without the prior written consent of Restor,  Comtech will not
         terminate any employee if such termination  would result in the payment
         of any  amounts  pursuant  to "change  in  control"  provisions  of any
         employment agreement or arrangement.

     Section  5.5.  Public   Announcements.   The  timing  and  content  of  all
announcements  regarding  any  aspect  of this  Agreement  or the  Merger to the
financial community,  government agencies, employees or the general public shall
be  mutually  agreed  upon in advance  (unless  Restor or Comtech are advised by
counsel that any such  announcement or other disclosure not mutually agreed upon
in advance is required to be made by law and then only after making a reasonable
attempt to comply with the provisions of this Section 5.5).

     Section 5.6. Supplements to Disclosure Letters.  From time to time prior to
the Effective  Time,  Comtech and Restor will each promptly  supplement or amend
the  respective  disclosure  letters  which will be  delivered  pursuant to this
Agreement with respect to any matter  hereafter  arising  which,  if existing or
occurring  at the date of this  Agreement,  would have been  required  to be set
forth or  described  in any such  disclosure  letter  or which is  necessary  to
correct any  information in any such  disclosure  letter which has been rendered
inaccurate  thereby.  No supplement or amendment to any such  disclosure  letter
shall  have any  effect  for the  purpose  of  determining  satisfaction  of the
conditions set forth in Sections 6.2 or 6.3 of this Agreement.

     Section 5.7. Noncompetition.  Each Signing Shareholder who is not  employed
by  the  Surviving Corporation  or  Restor immediately  after the Closing agrees
that,  from the  Closing  Date  until the end of three (3) years  following  the
Closing  Date (a  "Noncompete  Period"),  and each  Signing  Shareholder  who is
employed by the Surviving Corporation immediately after the Closing agrees that,
from the Closing Date until three (3) years  following the  termination  of such
Signing  Shareholder's  employment  for whatever  reason  (also,  a  "Noncompete
Period"),  unless acting in accordance  with Restor's prior written  consent and
except as an  employee  of, or  consultant  to or  director  of,  the  Surviving
Corporation  or of Restor,  will not  (directly  or  indirectly),  own,  manage,
operate,  join,  control,  finance or participate in the ownership,  management,
operation,  control or financing  of, or be  connected as an officer,  director,
employee,  principal,  agent,  representative,   consultant,   investor,  owner,
partner,  manager,  joint  venturer or otherwise  with, or permit his name to be
used by or in connection with, or lease, sell or permit to use any real property
or interest therein owned by such person to, any business or enterprise  engaged
in the business of designing,  manufacturing,  distributing, selling, marketing,
installing,  repairing or refurbishing T1 Multiplexes,  digital loop carriers or
other access intelligent loop equipment,  telephone switching systems,  wireless


<PAGE>

data and video  communications  systems and  equipment,  and circuit  boards and
electromechanical  assemblies,  in any county in the state of  California or any
other state of the United  States or in any other country in North America or in
any country in Central  America or South America;  provided,  however,  that the
provisions  of this Section 5.7 shall not be deemed to prohibit the ownership by
any  such  Person  of not  more  than  five  percent  (5%)  of any  corporation,
partnership, limited liability company or other entity. Each Signing Shareholder
acknowledges  that (i) the  provisions  of this Section 5.7 are  reasonable  and
necessary  to protect the  legitimate  interest of Restor and the  business  and
goodwill  of Comtech  acquired  by Restor  hereby,  (ii) any  violation  of this
Section  5.7 will  result in  irreparable  injury to  Restor  and the  Surviving
Corporation  and  that  damages  at law  would  not be  reasonable  or  adequate
compensation to Restor and for a violation of this Section 5.7, and (iii) Restor
and the Surviving  Corporation  shall be entitled to have the provisions of this
Section 5.7 specifically enforced by preliminary and permanent injunctive relief
without the  necessity  of proving  actual  damages and without  posting bond or
other  security as well as to an equitable  accounting of all earnings,  profits
and other benefits,  including,  without  limitation,  future earnings estimated
upon a basis of seven (7) years as the anticipated  average tenure of a customer
with the  Surviving  Corporation,  arising out of any  violation of this Section
5.7. In the event that the  provisions of this Section 5.7 should ever be deemed
to exceed the time,  geographic,  product or any other limitations  permitted by
applicable  law, then such  provisions  shall be deemed  reformed to the maximum
extent permitted by applicable law.

     Section 5.8. No Interference. Each Signing Shareholder agrees, individually
and  not on  behalf of  any  other  person, that, prior to the third anniversary
of the Closing  Date, he will not  (directly or  indirectly):  (i) hire or offer
employment  to any  employee of Comtech  whose  employment  is  continued by the
Surviving Corporation or Restor after the Closing Date; or (ii) solicit,  induce
or influence any  customer,  supplier,  lender,  lessor or any other person that
then has, or at the Closing Date had, a business relationship with Restor or any
of its  subsidiaries  or Comtech,  to discontinue  or otherwise  change any such
relationships.

     Section 5.9.  Continuation  of Business.  Restor and Surviving  Corporation
each agree to continue  the  historic  business of Comtech or use a  significant
portion of Comtech's historic business assets to the extent necessary to fulfill
the continuity requirements for reorganizations under Section 368 of the Code as
described in Treas. Reg. ss. 1.368-1(d).

     Section 5.10. Indemnity for Lease.  Restor shall indemnify, defend and hold
Mr. Joe  harmless  from  and  against  any and all demands,  claims,  actions or
causes of action,  assessments,  losses, diminution in value, damages (including


<PAGE>

special and consequential damages), liabilities, costs, and expenses, including,
without limitation,  interest, penalties, cost of investigation and defense, and
reasonable attorneys' and other professional fees and expenses,asserted  against
him in connection with,  arising out of or relating to his personal guarantee of
the  lease by  Comtech  of the  premises  at 4569  Las  Positas  Road,  Suite D,
Livermore, California, with respect to matters accruing after the Closing.

     Section 5.11. Certain Securities Law Matters. As soon  as practicable after
execution  of  this  Agreement,  Restor  shall  prepare  and  file,  and Comtech
shall  cooperate in the  preparation and filing of, a permit under Section 25121
of the California  Corporate  Securities Law of 1968 (the "Securities Law") with
respect to the issuance of the Restor Shares to be issued  hereunder and to seek
approval  hereof at a hearing held pursuant to Section  25142 of the  Securities
Law.

     Section 5.12. Shareholder Matters. Comtech (i) shall call a special meeting
of its shareholders to be held as soon as practicable  after the date hereof for
the purpose of voting upon this Agreement and the Merger and,  through its Board
of Directors,  recommend to its shareholders  approval of this Agreement and the
Merger at such meeting, or (ii) in the alternative, shall obtain the approval of
this  Agreement  and the Merger  pursuant to action taken by  unanimous  written
consent  of  its  shareholders  in  accordance  with  the  requirements  of  the
California Corporations Code.

     Section 5.13.  Irrevocable  Proxies.  Concurrent with the execution of this
Agreement,  Comtech has delivered to Restor irrevocable proxies substantially in
the form of Exhibit 5.13 hereto from the Signing Shareholders.

     Section 5.14. Management of Surviving Corporation.  Mr. Joe shall, from the
Closing  Date  until  the end of the Third  Performance  Period  (or until  such
earlier time as he shall have  voluntarily  resigned or his  employment has been
terminated for good cause), be a director and the principal executive officer of
the Surviving Corporation,  and Restor shall cause him to be so elected. Subject
to the  ultimate  control and  responsibility  of the Board of  Directors of the
Surviving  Corporation and of Restor as the sole  stockholder,  until the end of
the Third Performance Period Mr. Joe shall have the right to manage the business
and affairs of the Surviving  Corporation and shall participate  directly in the
formulation,  and shall  direct the  execution,  of both  short-  and  long-term
corporate  plans,  including,  without  limitation,  the  hiring,  retention  or
termination of employees,  the setting of  compensation  and fringe  benefits of
employees  other than  himself,  the expansion of the business and the making of
commitments  for  capital  expenditures  out of the cash  flow of the  Surviving
Corporation.  Restor  shall  cooperate  with  Mr.  Joe  in  maintaining  and


<PAGE>

increasing the Surviving Corporation's  profitability,  but this Agreement shall
not be  construed  as a  commitment  on the part of  Restor to invest in or make
available to the  Surviving  Corporation  any  particular  amount of  additional
capital,  or to incur any  particular  expense  or  obligation  on behalf of the
Surviving  Corporation,  whether  or  not  Restor  is to be  reimbursed  by  the
Surviving  Corporation for any such expense or obligation.  Notwithstanding  the
foregoing,  if the Pre-Tax Income of the Surviving  Corporation (i) is less than
$500,000  for the First  Performance  Period or (ii) is less than  $600,000  for
either the  Second  Performance  Period or the Third  Performance  Period,  then
Restor may request Mr. Joe's  resignation as President,  Chief Operating Officer
and/or a director of the Surviving  Corporation  and appoint  another  person or
persons to such position, or positions, and, in such event, Mr. Joe shall resign
from the  requested  position or  positions,  whereupon  this Section 5.14 shall
become null and void and of no further force or effect.

     Section 5.15. Access to Books and Records. During the Payout Period Mr. Joe
shall have free and  unrestricted  access to the financial books  and records of
the Surviving Corporation.

     Section 5.16. Indemnification  Against Certain  Liabilities.  Restor agrees
that  all   rights  to  indemnification  and  all   limitations   of   liability
existing  in  favor of the  officers  and  directors  of  Comtech  ("Indemnified
Parties") as provided in its articles of incorporation and bylaws as of the date
hereof  with  respect to matters  occurring  prior to the  Effective  Time shall
survive  the Merger and shall  continue  in full force and  effect,  without any
amendment  thereto,  for a  period  of not  less  than  six (6)  years  from the
Effective Time;  provided,  however,  that all rights to any  indemnification in
respect of any claim  asserted or made within such period shall  continue  until
the final disposition of such claim.

     Section 5.17. Agreement of Affiliates.  Comtech  shall  use  all reasonable
efforts  to  cause  each  person  who is an  "affiliate" of Comtech for purposes
of Rule 145  under  the  Securities  Act to  deliver  at the  Closing  a written
agreement  substantially in the form of Exhibit 5.17. Regardless of whether each
such  affiliate has provided such  agreement,  Restor shall be entitled to place
restrictive  legends upon  certificates for shares of Restor Common Stock issued
to such affiliates  pursuant to this Agreement to enforce the provisions of this
Section 5.17.

                                   ARTICLE 6.
                                 OTHER MATTERS

     Section  6.1.  Conditions  to  Each  Party's  Obligations.  The  respective
obligations  of  each  party  to  effect  the  Merger  shall  be  subject to the


<PAGE>

fulfillment  at or prior  to the  Closing  of the  following  condition:  at the
Effective  Time there  shall be no  effective  injunction,  writ or  preliminary
restraining  order or any order of any nature issued by a court or  governmental
agency of  competent  jurisdiction  to the  effect  that the  Merger  may not be
consummated  as herein  provided,  no  proceeding  or  lawsuit  shall  have been
commenced by any governmental or regulatory  agency for the purpose of obtaining
any such injunction, writ or preliminary restraining order and no written notice
shall have been received from any such agency  indicating an intent to restrain,
prevent,  materially delay or restructure the transactions  contemplated by this
Agreement.

     Section  6.2.  Conditions  to  Obligations  of Restor and Merger  Sub.  The
obligations  of Restor and  Merger Sub to effect the Merger  shall be subject to
the  fulfillment at or prior to the Closing of each of the following  additional
conditions:

                   (a) Representations  and Warranties.  The representations and
          warranties of Comtech set forth in Article 3 of this  Agreement  shall
          be true and  correct  as of the date of this  Agreement  and as of the
          Effective Time as though made on and as of the Effective Time.

                   (b) Performance of Obligations of Comtech. Comtech shall have
          performed  in all  material  respects  all  covenants  and  agreements
          required to be performed by it under this Agreement.

                   (c) Opinion of Counsel. Restor shall have received an opinion
          from  counsel  for  Comtech,  dated  the  Closing  Date,  in form  and
          substance  reasonably  satisfactory  to Restor,  substantially  to the
          effect that:

                         (i) Comtech  is validly  organized,  existing,  in good
         standing   and   authorized   to  do  business  in  the  state  of  its
         incorporation  and has all requisite  corporate  power and authority to
         own  and  operate  its  properties  and to  carry  on its  business  as
         currently  conducted and is duly qualified to do business in each other
         state in which the failure to so qualify would have a material  adverse
         effect on its operations in such state.


                         (ii) The Signing  Shareholders  and  Comtech  have full
         power and authority to enter into this  Agreement and to consummate the
         transactions contemplated hereby.


                         (iii) The officers  of Comtech who have  executed  this
         Agreement  have the authority to so execute this Agreement on behalf of
         Comtech.




<PAGE>



                         (iv) The Signing  Shareholders  and Comtech  have taken
         all requisite action to authorize, approve and carry out this Agreement
         and  the   transactions  on  the  part  of  the  Signing   Shareholders
         contemplated hereby, and this Agreement  constitutes a legal, valid and
         binding agreement of the Signing  Shareholders and Comtech  enforceable
         against  each of them in  accordance  with its  terms,  except  that no
         opinion need be expressed as to the  enforceability  of Sections 5.7 or
         5.8 of this Agreement and except as such  enforcement may be limited by
         (A) bankruptcy, insolvency, reorganization,  moratorium, and other laws
         and legal and equitable principles of general application affecting the
         rights or remedies of creditors, including, without limitation,concepts
         of materiality,  reasonableness,  good faith and fair dealing,  and (B)
         the  fact  that  specific  performance  and  other  equitable  remedies
         provided  therein  are  discretionary  with the  courts  and may not be
         enforceable.


                         (v) The  execution,  delivery  and  performance of this
         Agreement by the Signing  Shareholders and Comtech and the consummation
         of the transactions on the part of the Signing Shareholders and Comtech
         contemplated   by  this  Agreement  will  not  result  in  any  breach,
         violation,   default  or   acceleration   of  the  obligations  of  the
         Shareholders  or Comtech  under any  judgment,  decree,  order,  lease,
         license,  contract  or  other  agreement  which  is  applicable  to the
         Shareholders or Comtech and of which such counsel has actual knowledge.


                          (vi) Except as may be required by  applicable  federal
          and state  securities  laws, as to which no opinion need be expressed,
          the  consummation  of the  transactions  on the  part  of the  Signing
          Shareholders  or  Comtech  contemplated  by this  Agreement  does  not
          require  the  consent,  approval,  authorization  or order,  giving of
          notice to, or the registration with, any court or any Federal,  state,
          or other  governmental  authority,  agency or  instrumentality  or any
          other person of which such counsel has actual knowledge.

                          (vii)  To  such  counsel's  actual  knowledge,  (A) no
          action or proceeding  against the Signing  Shareholders  or Comtech is
          pending before any court,  or before or by any  governmental  body, to
          restrain,  prohibit,  invalidate or obtain  damages with respect to or
          otherwise  question or attack the  transactions  contemplated  by this
          Agreement,  and (B) the Signing  Shareholders  are not involved in any
          litigation which might have an adverse effect on Comtech.

                          (viii) Comtech's authorized capital stock  consists of
         5,000,000  shares  of  common  stock  of  which,  as of the date of the
         Agreement  therewith,  2,785,620  shares  issued  are  outstanding  and
         542,833  reserved for issuance upon exercise of outstanding  options to


<PAGE>

         purchase such stock. All outstanding  shres of capital stock of Comtech
         have been duly  authorized  and  validly  issued and are fully paid and
         nonassessable.

                  (d) Authorization of Merger. All corporate action necessary by
         Comtech to authorize the execution,  delivery  and  performance of this
         Agreement and the consummation of  the transactions contemplated hereby
         shall have been duly and validly taken.

                   (e)  Consents.  All  consents,  authorizations,   orders  and
          approvals  of (or  filings  or  registrations  with) any  governmental
          commission, board or other regulatory body required in connection with
          the execution,  delivery and  performance of this Agreement shall have
          been obtained or made,  except for filing of the Certificate of Merger
          and any other documents  required to be filed after the Effective Time
          and  except  where  the  failure  to have  obtained  or made  any such
          consent. authorization,  order, approval, filing or registration would
          not have a  material  adverse  effect on the  business  of  Comtech or
          Restor, following the Effective Time.

                   (f)  Certificates.   Comtech  shall  furnish  Restor  with  a
          certificate  of its  appropriate  officers as to  compliance  with the
          conditions set forth in Sections 6.2(a), (b) and (d).

                   (g) Material  Contracts.  Restor shall have received consents
          to assignment of all Comtech  Material  Contracts and Comtech Customer
          Contracts or written waivers of the provisions of any Comtech Material
          Contracts  or Comtech  Customer  Contracts  requiring  the consents or
          waivers  of  third  parties  as set  forth in the  Comtech  Disclosure
          Letter, except such required consents and waivers the failure of which
          to obtain would not in the aggregate have a material adverse effect on
          the assets, liabilities,  results of operations,  financial condition,
          business or prospects of Comtech following the Effective Time.

                   (h)  Employment  Agreement.  Mr. Joe shall have  executed and
          delivered  an  employment  agreement  in the form  attached  hereto as
          Exhibit 6.2(h) (the "Employment Agreement").

                   (i) Resignation  Letters.  Each of the officers and directors
          of Comtech shall have tendered to Restor  resignation  letters in form
          and  substance  reasonably  acceptable  to  Restor  on or prior to the
          Closing Date, such resignations to be effective  immediately following
          the Closing Date.


<PAGE>

                   (j) Lock-Up  Agreement.  Each of the Shareholders  shall have
          duly executed and  delivered a lock-up  agreement in the form attached
          hereto as Exhibit 6.2(j) (the "Lock-Up Agreement").

                   (k) Repayment of  Shareholder  Loans.  All loans from (or any
          other amounts advanced by) Comtech to the Shareholders shall have been
          repaid in full.

                   (l) Escrow Agreement. Each of the Shareholders and the Escrow
          Agent shall have duly executed and delivered the Escrow Agreement.

                   (m) Due Diligence.  Restor shall have completed its review of
          the books, records, properties, business and affairs of Comtech, which
          review shall be satisfactory to Restor in its sole discretion.

                  (n) Fairness Hearing.A hearing that satisfies the requirements
         of Section 3(a)(10) of the Securities  Act of 1933 shall have been held
         under  Section  25142 of the  Securities  Law,  and a permit  approving
         issuance of the Restor Securities  hereunder  (including a finding that
         the terms and conditions of the issuance of the Restor Shares hereunder
         are fair, just and equitable)  shall have been issued by the California
         Commissioner of Corporations in connection therewith.

                  (o) Dissenting Shareholders. Holders  of not  more  than  five
         percent(5%) of the outstanding shares of Comtech Stock shall have filed
         written  notice with  Comtech  that they  intend to demand  payment for
         their shares.

     Section 6.3.  Conditions to  Obligations  of Comtech.  The  obligations  of
Comtech to effect the Merger shall be subject to the  fulfillment at or prior to
the Closing of each of the following additional conditions:

                   (a) Representations  and Warranties.  The representations and
          warranties of Restor set forth in Article 4 of this Agreement shall be
          true  and  correct  as of the  date  of this  Agreement  and as of the
          Effective Time as though made on and as of the Effective Time.

                   (b)  Performance of Obligations by Restor.  Restor shall have
          performed  in all  material  respects  all  covenants  and  agreements
          required to be performed by it under this Agreement.

                   (c)  Authorization of Merger.  All corporate action necessary
          by Restor and Merger Sub to  authorize  the  execution,  delivery  and
          performance of this Agreement and the consummation of the transactions
          contemplated hereby shall have been duly and validly taken.


<PAGE>

                   (d)  Consents.  All  consents,  authorizations,   orders  and
          approvals  of (or  filings  or  registrations  with) any  governmental
          commission, board or other regulatory body required in connection with
          the execution,  delivery and  performance of this Agreement shall have
          been obtained or made, except for filing of the Certificate of Merger,
          and any other documents  required to be filed after the Effective Time
          and  except  where  the  failure  to have  obtained  or made  any such
          consent, authorization,  order, approval, filing or registration would
          not  have a  material  adverse  effect  on  the  business  of  Comtech
          following the Effective Time.

                   (e)  Opinion  of  Counsel.  Comtech  shall have  received  an
          opinion  from counsel for Restor and the  Surviving  Corporation,dated
          the Closing  Date, in form and substance  reasonably  satisfactory  to
          Comtech, substantially to the effect that:

                          (i) Restor is  validly  organized,  existing,  in good
         standing   and   authorized   to  do  business  in  the  state  of  its
         incorporation  and has all requisite  corporate  power and authority to
         own  and  operate  its  properties  and to  carry  on its  business  as
         currently  conducted and is duly qualified to do business in each other
         state in which the failure to so qualify would have a material  adverse
         effect on its operations in such state.


                          (i)  Surviving   Corporation  is  validly   organized,
         existing,  in good standing and  authorized to do business in the state
         of  its  incorporation  and  has  all  requisite  corporate  power  and
         authority  to own  and  operate  its  properties  and to  carry  on its
         business as currently conducted and is duly qualified to do business in
         each  other  state in which the  failure  to so  qualify  would  have a
         material adverse effect on its operations in such state.

                          (ii) Restor has full power and authority to enter into
         this Agreement and to consummate the transactions contemplated hereby.


                         (ii) Surviving Corporation has full power and authority
         to  enter  into  this  Agreement  and to  consummate  the  transactions
         contemplated hereby.


                          (iii) The  officers   of  Restor  and  the   Surviving
         Corporation  who have executed this  Agreement have the authority to so
         execute  this   Agreement  on  behalf  of  Restor  and  the   Surviving
         Corporation.




<PAGE>



                          (iv) Restor and the Surviving  Corporation  have taken
         all requisite action to authorize, approve and carry out this Agreement
         and  the   transactions   contemplated   hereby,   and  this  Agreement
         constitutes  a legal,  valid and  binding  agreement  of Restor and the
         Surviving  Corporation  enforceable  against each of them in accordance
         with its  terms,  except  as such  enforcement  may be  limited  by (A)
         bankruptcy, insolvency, reorganization,  moratorium, and other laws and
         legal and  equitable  principles of general  application  affecting the
         rights or remedies of creditors, including, without limitation,concepts
         of materiality,  reasonableness,  good faith and fair dealing,  and (B)
         the  fact  that  specific  performance  and  other  equitable  remedies
         provided  therein  are  discretionary  with the  courts  and may not be
         enforceable.


                           (v) The execution,  delivery and  performance of this
          Agreement by Restor and the Surviving Corporation and the consummation
          of the  transactions  on the part of Restor or  Surviving  Corporation
          contemplated  by  this  Agreement  will  not  result  in  any  breach,
          violation,  default or  acceleration  of the  obligations of Restor or
          Surviving  Corporation  under  any  judgment,  decree,  order,  lease,
          license,  contract or other agreement which is applicable to Restor or
          Surviving Corporation and of which such counsel has actual knowledge.


                           (vi) Except as may be required by applicable  federal
          and state  securities  laws, as to which no opinion need be expressed,
          the  consummation  of  the  transactions  on the  part  of  Restor  or
          Surviving Corporation  contemplated by this Agreement does not require
          the consent, approval, authorization or order, giving of notice to, or
          the  registration  with,  any court or any  Federal,  state,  or other
          governmental authority,  agency or instrumentality or any other person
          of which such counsel has actual knowledge.

                           (vii) To such counsel's actual  knowledge,  no action
          or  proceeding  against  Restor or  Surviving  Corporation  is pending
          before any court, or before or by any governmental  body, to restrain,
          prohibit,  invalidate  or obtain  damages with respect to or otherwise
          question or attack the transactions contemplated by this Agreement.

                           (viii) Restor's  authorized capital stock consists of
          20,000,000  shares of common  stock of which  12,558,229  shares  were
          outstanding as of December 31, 1995,  all of which,  to such counsel's
          actual knowledge, have been duly authorized and validly issued and are
          fully paid and nonassessable.

                           (ix) Surviving Corporation's authorized capital stock
          consists of 1,000 shares of common stock, $.01 par value per share, of
          which  100  shares  are  outstanding,  all of  which  have  been  duly
          authorized and validly issued and are fully paid and nonassessable.



<PAGE>


                   (f)  Certificates.   Restor  shall  furnish  Comtech  with  a
          certificate  of its  appropriate  officers as to  compliance  with the
          conditions set forth in Sections 6.3(a), (b) and (c).

                   (g)  Employment  Agreement.  Restor  shall have  executed and
          delivered the Employment Agreement.

                   (h) Escrow Agreement.  Restor and the Escrow Agent shall have
          duly executed and delivered the Escrow Agreement.



                                   ARTICLE 7.
                                    CLOSING

         The consummation of the transactions contemplated by this Agreement are
herein  referred to as the  "Closing."  The "Closing  Date" shall be the date on
which the Closing  occurs.  The Closing  shall occur on the first  business  day
following  the  day on  which  the  last of the  conditions  (other  than  those
conditions  which by their  terms are to occur only at the  Closing)  shall have
been satisfied or, if permissible, waived, or such later date as the parties may
agree. The Closing shall take place at the offices of Bianchi,  Engel,  Keegin &
Talkington, San Rafael, California, or at such other place as Comtech and Restor
shall agree in writing.



                                   ARTICLE 8.
                                  TERMINATION


     Section 8.1. Termination and Abandonment.  This Agreement may be terminated
at any time prior to the Closing Date:

                  (i) by mutual agreement of the Boards of Directors of Comtech,
         Merger Sub and Restor;

                  (ii) by  Comtech, if (A) the  conditions set forth in Sections
         6.1 and 6.3 hereof shall not have  been  complied with or performed and
         such noncompliance  or  nonperformance  shall  not  have been cured  or
         eliminated (or  by its  nature cannot be cured or eliminated) by Restor
         on or before June  30,  1996,  or (B)  Comtech  determines  in its sole
         good  faith  judgment,  within  five  (5) days  of  the  date  of  the
         delivery  of the Restor  Disclosure  Letter,  that  the  exceptions set
         forth   therein   are   materially   adversely   different   from  the
         representations and warranties of Restor in Article 4 hereof,  provided
         that  Comtech  shall  inform  Restor  upon  such  termination as to the
         reasons for its  determination; and

                  (iii) by Restor or Merger Sub, if (A) the conditions set forth
         in Sections 6.1 and 6.2 hereof shall  not have  been  complied  with or
         performed and such noncompliance or nonperformance  shall not have been


<PAGE>

         cured or eliminated (or by its nature cannot be cured or eliminated) by
         Comtech on or before June 30,  1996,  or (B) Restor  determines  in its
         sole  good  faith  judgment,  within  five  (5) days of the date of the
         delivery of the Comtech  Disclosure  Letter,  that the  exceptions  set
         forth   therein   are   materially   adversely   different   from   the
         representations and warranties of Comtech in Article 3 hereof, provided
         that  Restor  shall  inform  Comtech  upon such  termination  as to the
         reasons for its  determination,  or (C) Restor  determines  in its sole
         good faith  judgment,  within five (5) days of the date of the delivery
         of the 1995 Balance Sheet,  that the financial  condition or results of
         operations  of  Comtech  as of and for  the  seven-month  period  ended
         December 31, 1995 are materially adversely different from the financial
         condition or results of  operations of Comtech as of and for the fiscal
         year ended May 31,  1995,  or (D) Restor  shall be  obligated to pay in
         excess of Three Hundred Thousand Dollars ($300,000) in cash pursuant to
         Section 2.1(a)(ii) hereof.

     Section 8.2. Specific Performance and Other Remedies.  The  parties  hereto
each acknowledge that the rights of each  party to consummate  the  transactions
contemplated  hereby are special,  unique and of  extraordinary  character,  and
that,  in the event that any party  violates  or fails or refuses to perform any
covenant or agreement made by it herein. the non-breaching  party may be without
an adequate remedy at law. The parties each agree, therefore,  that in the event
that  either  party  violates  or fails or refuses to perform  any  covenant  or
agreement  made by such party herein,  the  non-breaching  party or parties may,
subject to the terms of this  Agreement  and in addition to any  remedies at law
for damages or other  relief,  institute and prosecute an action in any court of
competent  jurisdiction  to enforce  specific  performance  of such  covenant or
agreement or seek any other equitable relief.

     Section 8.3. Effect of  Termination.  In the  event of  termination of this
Agreement  pursuant  to  this  Article 8, this  Agreement shall forthwith become
void and there shall be no liability on the part of any party or its  respective
officers,  directors or stockholders,  except for obligations under Section 5.3,
Section 5.7 and this Section 8.3,  all of which shall  survive the  termination.
Notwithstanding the foregoing,  nothing contained herein shall relieve any party
from liability for any breach of any covenant or agreement in this Agreement.

                                                          
                                   ARTICLE 9.
                                INDEMNIFICATION


     Section 9.1. Definitions.  For the purposes of this Article 9:

                  (i) "Comtech Indemnitors" shall mean the Signing Shareholders.


<PAGE>

                   (ii) "Comtech Indemnitors  Representative" shall mean Michael
          R. Joe.

                  (iii) "Comtech  Indemnitees"  shall  mean  the shareholders of
         Comtech, of record and  beneficially, as of the date hereof,  and their
         respective agents, representatives, employees, heirs,devisees,legatees,
         successors and assigns.

                   (iv)   "Indemnification   Claim"   shall  mean  a  claim  for
          indemnification hereunder.

                   (v) "Indemnitee" or "Indemnitees"  shall mean one or more, as
          the  case  may  be,  of  the  Restor   Indemnitees   and  the  Comtech
          Indemnitees, without distinction.

                  (vi) "Indemnitor" or "Indemnitors"  shall mean one or more, as
         the  case  may  be,  of  the  Restor   Indemnitors   and   the  Comtech
         Indemnitors,  without distinction.

                   (vii) "Indemnitors  Representative"  shall mean Restor or Mr.
          Joe, without distinction, as the case may be.

                   (viii)  "Losses"  shall  mean  any and all  demands,  claims,
          actions or causes of action,  assessments,  losses, damages (including
          special and consequential damages),  liabilities,  costs and expenses,
          including,   without   limitation,   interest,   penalties,   cost  of
          investigation  and  defense,  and  reasonable   attorneys'  and  other
          professional  fees and  expenses  in  excess  in any one  instance  of
          $5,000.

                  (ix) "Restor Indemnitees" shall  mean  Restor,  the  Surviving
         Corporation, and  their  respective agents, representatives, employees,
         officers, directors, shareholders, controlling persons  and  affiliates
         (other than the Shareholders).

                  (x)  "Restor Indemnitors" shall  mean Restor and the Surviving
         Corporation, jointly and severally.

                  (xi)  "Restor Indemnitors Representative" shall mean Restor.

                  (xii) "Third  Party  Claim"  shall  mean  any  claim,  suit or
         proceeding (including,  without limitation, a binding arbitration or an
         audit by any taxing authority) that is instituted against an Indemnitee
         by a person or entity other than an Indemnitor and which, if prosecuted
         successfully, would result in  a  Loss  for  which  such  Indemnitee is
         entitled to indemnification hereunder.

     Section 9.2. Agreement of Comtech Indemnitors to Indemnify.  Subject to the
terms  and  conditions  of  this  Article 9, the Comtech Indemnitors,  who shall
be  jointly  liable  proportionately  on the basis on which the  number of their
respective shares of Comtech owned by them of record on March 31, 1996, bears to


<PAGE>

the total  number of Comtech  stock held by the  Signing  Shareholders,  and not
jointly and severally,  such that each individual  Indemnitor's  liability under
this Section 9.2 shall never exceed such proportionate  amount of the respective
Indemnitee's  Losses for which  indemnity  is sought  hereunder,  to  indemnify,
defend and hold harmless Restor  Indemnitees,  and each of them, from,  against,
for and in respect of any and all Losses asserted against,  or paid, suffered or
incurred by, a Restor  Indemnitee and resulting from,  based upon or arising out
of:

                  (i)  the  inaccuracy, untruth   or   incompleteness   of   any
representation  or warranty  of Comtech  contained  in or made  pursuant to this
Agreement or the Comtech  Disclosure  Letter,  in each case as  supplemented  or
amended by the Comtech  Disclosure Letter, as amended from time to time prior to
the Effective  Time, or in or made pursuant to any Exhibit  furnished by Comtech
or the Comtech Indemnitors in connection herewith regardless of whether the same
was deliberate, reckless, negligent, innocent or unintentional; or

                  (ii)a breach of or failure to perform any covenant,undertaking
,condition  or  agreement  of Comtech  or the  Comtech  Indemnitors made in this
Agreement  regardless of whether the same was deliberate,  reckless,  negligent,
innocent or unintentional;  provided,  however,  that no such Comtech Indemnitor
shall be liable  for any  indemnification  of any Restor  Indemnitee  under this
Article 9 for a breach or violation of, or default under, Section 5.7 or Section
5.8 of this Agreement by another Signing Shareholder.

     Section 9.3. Agreement of  Restor  Indemnitors to Indemnify. Subject to the
terms  and  conditions  of  this  Article 9, the Restor Indemnitors, jointly and
severally, agree to indemnify, defend and hold harmless the Comtech Indemnitees,
and  each of them,  from,  against,  for and in  respect  of any and all  Losses
asserted against,  or paid, suffered or incurred by, each Comtech Indemnitee and
resulting from, based upon, arising out of or in connection with:

                  (i) the  inaccuracy,  untruth,   or   incompleteness   of  any
         representation or warranty of any Restor  Indemnitor,  contained  in or
         made pursuant to this  Agreement  or the Restor  Disclosure  Letter, in
         each case as supplemented or amended by the Restor Disclosure  Letter, 
         as amended from time to time  prior  to the  Effective  Time,  or in or
         made  pursuant  to any  Exhibit furnished  by  the Restor  Indemnitors,
         or either of them,in connection herewith regardless of whether the same
         was deliberate,  reckless, negligent, innocent or unintentional; or

                   (ii)  a  breach  of  or  failure  to  perform  any  covenant,
          undertaking,  condition  or agreement  of the Restor  Indemnitors,  or
          either  of them,  made in this  Agreement  or in any  Exhibit  to this
          Agreement  regardless  of whether the same was  deliberate,  reckless,
          negligent, innocent or unintentional.


<PAGE>

     Section 9.4.Procedures for Indemnification. The obligations and liabilities
of the parties  with  respect  to an  Indemnification  Claim  shall  be  subject
to the following terms and conditions:

                   (i) An  Indemnification  Claim  shall  be  made  by a  Restor
          Indemnitee by delivery of a written notice to the Comtech  Indemnitors
          Representative requesting indemnification from the Comtech Indemnitors
          and  specifying the basis on which  indemnification  is sought and the
          amount of asserted  Losses  and,  in the case of a Third Party  Claim,
          containing (by attachment or otherwise) such other information as such
          Indemnitee shall have concerning such Third Party Claim.

                   (ii) An  Indemnification  Claim  shall  be made by a  Comtech
          Indemnitee by delivery of a written  notice to the Restor  Indemnitors
          Representative requesting  indemnification and specifying the basis on
          which indemnification is sought and the amount of asserted Losses and,
          in the case of a Third  Party  Claim,  containing  (by  attachment  or
          otherwise)  such  other  information  as such  Indemnitee  shall  have
          concerning such Third Party Claim.

                   (iii) If the  Indemnification  Claim  involves a Third  Party
          Claim,  the  procedures  set forth in Section 9.5 hereof shall also be
          observed by the Indemnitee and the Indemnitors Representative.

                   (iii) If the  Indemnification  Claim  involves a matter other
          than a Third Party Claim,  the Indemnitors  Representative  shall have
          thirty (30) days to object to such  Indemnification  Claim by delivery
          of a written notice of such objection to such Indemnitee specifying in
          reasonable  detail the basis for such objection.  Failure to timely so
          object  shall  constitute  a  final  and  binding  acceptance  of  the
          Indemnification  Claim by the Indemnitors  Representative on behalf of
          all the subject  Indemnitors,  and the Indemnification  Claim shall be
          paid in accordance with subsection (iv) hereof.

                   (iv)Upon  determination  of the amount of an  Indemnification
          Claim, whether by agreement between the Indemnitors Representative and
          the Indemnitee or otherwise,  the Indemnitors  shall pay the amount of
          such  Indemnification  Claim  within  ten (10)  days of the date  such
          amount is determined.

     Section 9.5. Third Party Claims.  The  obligations  and  liabilities of the
parties  hereunder with respect to a Third  Party  Claim shall be subject to the
following terms and conditions:


<PAGE>

                  (i)  The Indemnitee  shall give the   applicable   Indemnitors
         Representative   written  notice of a Third Party  Claim promptly after
         receipt  by  the  Indemnitee  of  notice  thereof, and  the Indemnitors
         Representative, on behalf of the Indemnitors,may undertake the defense,
         compromise  and  settlement  thereof  by  representatives  of  its  own
         choosing reasonably  acceptable to the Indemnitee. The  failure  of the
         Indemnitee to notify the Indemnitors Representative of such claim shall
         not relieve the Indemnitors of any liability that  they  may  have with
         respect  to such   claim   except  to  the   extent   the   Indemnitors
         Representative   demonstrates  that  the  defense  of  such  claim  is 
         prejudiced by such failure.  The assumption of the defense,  compromise
         and  settlement of  any  such  Third  Party  Claim  by the  Indemnitors
         Representative  shall  be an  acknowledgment  of the  obligation of the
         Indemnitors to indemnify the Indemnitee  with  respect  to  such  claim
         hereunder. If the Indemnitee desires to participate in,but not control,
         any such defense,  compromise and settlement,  it may do so at its sole
         cost and expense. If, however,  the  Indemnitors  Representative  fails
         or  refuses  to  undertake  the  defense  of  such  Third  Party  Claim
         within ten (10) days after written  notice of such claim has been given
         to the Indemnitors Representative by  the   Indemnitee,  the Indemnitee
         shall have the right to undertake the defense,compromise and settlement
         of such claim with counsel of its own choosing.  In  the  circumstances
         described in the immediately  preceding sentence, the Indemnitee shall,
         promptly  upon its  assumption  of the defense of such  claim,  make an
         Indemnification  Claim as  specified  in  Section  9.3  which  shall be
         deemed an Indemnification Claim that is not a Third Party Claim for the
         purposes of the procedures set forth herein.

                  (ii) If, in the reasonable opinion of the Indemnitee,any Third
          Party Claim or the litigation or resolution  thereof involves an issue
          or matter which could have a material  adverse effect on the business,
          operations,   assets,   properties  or  prospects  of  the  Indemnitee
          (including,  without limitation, the administration of the tax returns
          and  responsibilities  under  the  tax  laws of the  Indemnitee),  the
          Indemnitee shall have the right to control the defense, compromise and
          settlement  of such Third Party Claim  undertaken  by the  Indemnitors
          Representative,   and  the  reasonable   costs  and  expenses  of  the
          Indemnitee  in connection  therewith  shall be included as part of the
          indemnification  obligations  of  the  Indemnitors  hereunder.  If the
          Indemnitee  shall  elect  to  exercise  such  right,  the  Indemnitors
          Representative  shall  have  the  right  to  participate  in,  but not
          control,  the defense,  compromise  and settlement of such Third Party
          Claim at its sole cost and expense.

                  (iii) No settlement  of  a  Third  Party  Claim  involving the
          asserted  liability of the  Indemnitors  under this Article 9 shall be
          made  without  the  prior  written  consent  by or on  behalf  of  the
          Indemnitors  Representative,  which consent shall not be  unreasonably
          withheld  or  delayed.  Consent  shall  be  presumed  in the  case  of
          settlements  of $10,000 or less where the  Indemnitors  Representative
          has not  responded  within  five  (5)  business  days of  notice  of a


<PAGE>

          proposed  settlement.  If the Indemnitors  Representative  assumes the
          defense of such a Third Party Claim,  (A) no  compromise or settlement
          thereof may be effected by the Indemnitors  Representative without the
          Indemnitee's  consent  unless (i) there is no finding or  admission of
          any  violation of law or any violation of the rights of any person and
          no effect on any other claim that may be made against the  Indemnitee,
          (ii) the sole relief  provided is  monetary  damages  that are paid in
          full by the  Indemnitors,  and  (iii)  the  compromise  or  settlement
          includes, as an unconditional term thereof, the giving by the claimant
          or the plaintiff to the Indemnitee of a release, in form and substance
          satisfactory to the Indemnitee,  from all liability in respect of such
          Third Party Claim, and (B) the Indemnitee shall have no liability with
          respect to any compromise or settlement  thereof  effected without its
          consent.

                   (iv) In connection with the defense, compromise or settlement
          of any Third Party Claim,  the parties to this Agreement shall execute
          such powers of attorney as may  reasonably be necessary or appropriate
          to permit  participation  of counsel selected by any party hereto and,
          as may  reasonably  be  related  to any such  claim or  action,  shall
          provide access to the counsel,  accountants and other  representatives
          of  each  party  during  normal  business  hours  to  all  properties,
          personnel,  books, tax records,  contracts,  commitments and all other
          business  records of such other  party and will  furnish to such other
          party  copies of all such  documents  as may  reasonably  be requested
          (certified, if requested).

     Section 9.6. Rights and Remedies Exclusive. Except as expressly provided in
Sections  5.3,  5.7 and 5.8  hereof and except to the extent the same shall have
been  the  result  of  common-law  fraud,  intentional  omission  or  deliberate
concealment  by or on behalf of an  Indemnitor,  the  rights of the  Indemnitees
under  this  Article  9  shall  be the  exclusive  rights  and  remedies  of the
Indemnitees for any breach of the  representations and warranties on the part of
any  Indemnitor;  provided,  however,  that this  Section 9.5 does not limit the
rights of any party under any of the Exhibits hereto.

     Section 9.7. Survival.  Subject to Section 9.8 hereof, all representations,
warranties  and agreements  contained in this  Agreement or in any  certificate,
schedule  or  exhibit  delivered  pursuant  to this  Agreement,  in each case as
supplemented or amended by the respective  Indemnitors'  Disclosure  Letter,  as
amended from time to time prior to the Effective Time, shall survive the Closing
notwithstanding  any  investigation   conducted  with  respect  thereto  or  any
knowledge  acquired as to the accuracy or inaccuracy of any such  representation
or warranty.


<PAGE>

     Section 9.8. Time Limitations.  If the Closing occurs, the Indemnitor shall
have no liability under Section 9.2, unless on or before the second  anniversary
of the Closing Date the Indemnitor is given notice asserting an  Indemnification
Claim with respect thereto;  provided,  however,  that an Indemnification  Claim
based upon a breach of the  representations  and warranties of Comtech contained
in (i)  Sections  3.4(b)  and 3.16 may be made at any time  except as limited by
law,  (ii) Section 3.11 may be made at any time prior to the  expiration  of the
applicable  statutes of limitations  relative to the liability relating thereto;
and (iii) Section 3.17 may be made at any time prior to the fifth anniversary of
the Closing Date and provided, further, that an Indemnification Claim based upon
a  breach  of  the  representations  and  warranties  of  Restor  and  Surviving
Corporation  contained  in  Section  4.9 may be made at any  time  prior  to the
expiration of the applicable  statutes of limitations  relative to the liability
relating thereto.

     Section 9.9. Limitations as to Amount Payable by Comtech  Indemnitors.  The
Comtech  Indemnitors  shall  have  no  liability  with  respect  to the  matters
described  in Section  9.2 until the total of all Losses  with  respect  thereto
exceeds $25,000,  in which event the Comtech  Indemnitors  shall be obligated to
indemnify  the  Indemnitees  as provided in this  Article 9 for all such Losses.
Except as provided  below in this Section  9.9, the maximum  amount of any claim
against  the  Comtech  Indemnitors  shall  be  the  aggregate  amount  of  cash,
Contingent  Consideration  and  Restor  Shares  which  shall  have been paid and
delivered to the Shareholders (at the Closing by or through Restor as Contingent
Consideration  and out of the  Escrow)  through the date of the last of any such
Loss plus the  aggregate  amount of cash,  Contingent  Consideration  and Restor
Shares which shall thereafter  become payable of deliverable to the Shareholders
under the Contingent  Consideration  provisions of Section 2.1(c) hereof and the
Escrow Agreement. Satisfaction of any such claim by the Restor Indemnitees shall
be made first by a redemption  of the Restor Shares which shall have been issued
to the Restor  Indemnitors (or which have become issuable under the terms of the
Escrow  Agreement)  where the value of such shares is determined by reference to
the  arithmetic  average of the daily closing  price per share,  rounded to four
decimal places,  of the Restor Shares as reported on the NASDAQ SmallCap Market,
if such shares are included therein, or on the NASDAQ National Market System, if
such  shares  are  included  therein,  for each of the twenty  (20)  consecutive
trading days ending (and including) the trading day that occurs two trading days
prior to (and not  including)  date of such payment;  and to the extent that any
such claim is in excess of the value of such  Shares,  it shall be  satisfied by
cash payments in an amount not to exceed the amount of cash  previously  paid by
Restor to the  Shareholders  hereunder.  The limitations set forth above in this
Section 9.9 with  respect to the  aggregate  amount of claims  made  against the
Comtech  Indemnitors  (but not the method of satisfying  such claims pursuant to
the   preceding   sentence   hereof)   shall  not   apply  to  any   intentional
misrepresentation  or breach of  warranty  by or on  behalf  of  Comtech  or any


<PAGE>

intentional  failure to perform or comply  with any  covenant  or  agreement  of
Comtech,  and  Comtech  shall be liable for all  Losses  with  respect  thereto;
however,  in no event shall the aggregate  liability of the Comtech  Indemnitors
under any  portion  or  sentence  of this  Article  9 exceed  the  aggregate  of
$4,800,000 in value of Restor Shares and cash.

     Section  9.10.  Limitations  as to Amount  Payable by Restor and  Surviving
Corporation.  The Restor Indemnitors shall have no liability with respect to the
matters  described  in Section  9.2 until the total of all Losses  with  respect
thereto  exceeds  $25,000,  in  which  event  the  Restor  Indemnitors  shall be
obligated to  indemnify  the  Indemnitees  as provided in this Article 9 for all
such Losses up to an aggregate of $2,000,000.

     Section  9.11.  Subrogation.  Upon  payment in full of any  Indemnification
Claim, whether such payment is effected by set-off or otherwise,  or the payment
of any  judgment  or  settlement  with  respect  to a  Third  Party  Claim,  the
Indemnitors  shall be  subrogated to the extent of such payment to the rights of
the  Indemnitee  against any person or entity with respect to the subject matter
of such Indemnification Claim or Third Party Claim.

     Section  9.12.  Appointment  of Comtech  Indemnitors  Representative.  Each
Comtech   Indemnitor   constitutes   and   appoints   the  Comtech   Indemnitors
Representative as his true and lawful  attorney-in-fact to act for and on behalf
of such  Comtech  Indemnitor  in all matters  relating to or arising out of this
Article 9 and the  liability or asserted  liability  of such Comtech  Indemnitor
hereunder,  including  specifically,  but  without  limitation,   accepting  and
agreeing  to the  liability  of such  Comtech  Indemnitor  with  respect  to any
Indemnification  Claim,  objecting to any Indemnification  Claim,  disputing the
liability  of such Comtech  Indemnitor,  or the amount of such  liability,  with
respect to any Indemnification  Claim and prosecuting and resolving such dispute
as herein  provided,  accepting the defense,  compromise  and  settlement of any
Third Party Claim on behalf of such Comtech Indemnitor or refusing to accept the
same,  settling  and  compromising  the  liability  of such  Comtech  Indemnitor
hereunder,  instituting  and  prosecuting  such actions  (including  arbitration
proceedings) as the Comtech Indemnitors Representative shall deem appropriate in
connection with any of the foregoing, retaining counsel, accountants, appraisers
and other advisers in connection with any of the foregoing,  all for the account
of the Comtech Indemnitor, such Comtech Indemnitor agreeing to be fully bound by
the acts,  decisions  and  agreements of the Comtech  Indemnitor  Representative
taken and done pursuant to the authority herein granted. Each Comtech Indemnitor
hereby agrees to indemnify and to save and hold harmless the Comtech Indemnitors
Representative   from  any  liability   incurred  by  the  Comtech   Indemnitors


<PAGE>


Representative  based upon or arising  out of any act,  whether of  omission  or
commission, of the Comtech Indemnitors  Representative pursuant to the authority
herein  granted,  other than acts,  whether of  omission or  commission,  of the
Comtech  Indemnitors  Representative that constitute gross negligence or willful
misconduct  in the  exercise by the Comtech  Indemnitors  Representative  of the
authority  herein  granted.  The death or incapacity  of any Comtech  Indemnitor
shall  not  terminate  the  authority  and  agency  of the  Comtech  Indemnitors
Representative.  In  the  event  of the  resignation  of a  Comtech  Indemnitors
Representative, the resigning Comtech Indemnitors Representative shall appoint a
successor  either from among the Comtech  Indemnitors or who shall  otherwise be
acceptable to Restor and who shall agree in writing to accept such  appointment,
and the resigning Comtech Indemnitors  Representative's resignation shall not be
effective  until  such  a  successor  shall  exist.  If  a  Comtech  Indemnitors
Representative  should  die or  become  incapacitated,  his  successor  shall be
appointed  within  thirty (30) days of his death or  incapacity by a majority of
the Comtech  Indemnitors,  and such  successor  either shall be a Shareholder or
shall  otherwise  be  acceptable  to Restor.  The choice of a successor  Comtech
Indemnitors  Representative  appointed  in any manner  permitted  above shall be
final and binding upon all of the Comtech Indemnitors. The decisions and actions
of any successor Comtech Indemnitors  Representative shall be, for all purposes,
those of a Comtech Indemnitors Representative as if originally named herein.

     Section 9.13. Payment. In the event that any Indemnitor is required to make
any payment under this Article 9, such party shall  promptly pay the  Indemnitee
the  amount so  determined.  If there  should be a dispute  as to the  amount or
manner of determination  of any indemnity  obligation owed under this Article 9,
the  Indemnitor  shall  nevertheless  pay when due such portion,  if any, of the
obligation as shall not be subject to dispute.  The difference,  if any, between
the amount of the  obligation  ultimately  determined as properly  payable under
this Article 9 and the portion, if any,  theretofore paid shall bear interest as
provided  below.  If all or part of any  indemnification  obligation  under this
Agreement is not paid when due,  then the  Indemnitor  shall pay the  Indemnitee
interest on the unpaid amount of the  obligation  for each day from the date the
amount became due until payment in full,  payable on demand,  at the fluctuating
rate per annum which at all times shall be the lowest rate of interest generally
charged  from  time to time by Morgan  Guaranty  Trust  Company  of New York and
publicly announced by such bank as its so-called "prime rate."


                                                          
                                  ARTICLE 10.
                            MISCELLANEOUS PROVISIONS


     Section 10.1. Notices. All notices, communications and deliveries hereunder
shall be made in writing signed by the party making the same,  shall specify the
Section  hereunder  pursuant  to which it is given or being  made,  and shall be


<PAGE>

deemed  given or made on the date  delivered  if  delivered  in person or on the
third (3rd) business day after it is mailed if mailed by registered or certified
mail  (return  receipt  requested)  (with  postage  and other fees  prepaid)  as
follows:

         To Restor, Merger Sub or the Surviving Corporation:

              Restor Industries, Inc.
              4501 Vineland Road
              Orlando, Florida  32811
              Attn:  Mr. Mark A. Gergel

         with a copy to:

              Rogers & Hardin
              2700 Cain Tower, Peachtree Center
              229 Peachtree Street, N.E.
              Atlanta, Georgia 30303
              Attn: Steven E. Fox, Esq.


         To Comtech or the Signing Shareholders:

              Comtech Sunrise, Inc.
              4569 Las Positas Road, Suite D
              Livermore, California  94550
              Attn:  Mr. Michael R. Joe


         with a copy to:

              Bianchi, Engel, Keegin & Talkington
              1000 Fourth Street, Suite 600
              San Rafael, California 94901-3182
              Attn:  Stafford W. Keegin, Esq.

or to such  other  representative  or at such  other  address of a party as such
party hereto may furnish to the other parties in writing.

     Section  10.2.  Disclosure  Letters and  Exhibits.  The Comtech  Disclosure
Letter  and the Restor  Disclosure  Letter  and all  Exhibits  hereto are hereby
incorporated into this Agreement and are hereby made a part hereof as if set out
in full in this Agreement.

     Section 10.3. Assignment; Successors in Interest. No assignment or transfer
by Restor,  Merger Sub or Comtech  of their  respective  rights and  obligations
hereunder  prior to the  Closing  shall be made  except  with the prior  written
consent of the other parties  hereto.  This Agreement  shall be binding upon and
shall inure to the benefit of the parties hereto and their permitted  successors
and assigns,  and any reference to a party hereto shall also be a reference to a
permitted successor or assign.


<PAGE>

     Section  10.4.  Number;  Gender.  Whenever  the  context so  requires,  the
singular  number  shall  include  the plural and the plural  shall  include  the
singular, and the gender of any pronoun shall include the other genders.

     Section  10.5.  Captions.  The  titles,  captions  and  table  of  contents
contained in this Agreement are inserted  herein only as a matter of convenience
and for reference and in no way define,  limit,  extend or describe the scope of
this Agreement or the intent of any provision hereof. Unless otherwise specified
to the  contrary,  all  references  to Articles and Sections are  references  to
Articles  and  Sections of this  Agreement  and all  references  to Exhibits are
references to Exhibits to this Agreement and the Comtech  Disclosure  Letter and
the Restor Disclosure Letter.

     Section 10.6. Controlling Law; Jurisdiction;  Integration;  Amendment. This
Agreement shall be governed by and construed and enforced in accordance with the
internal laws of the State of Delaware without reference to Delaware's choice of
law  rules  and  each  of  the  parties  hereto  hereby   consents  to  personal
jurisdiction  in any  federal  or state  court in the  State of  Delaware.  This
Agreement and the documents executed pursuant hereto supersede all negotiations,
agreements  and  understandings  among the parties  with  respect to the subject
matter hereof and  constitutes  the entire  agreement  among the parties hereto,
this Agreement may not be amended,  modified or  supplemented  except by written
agreement of the parties hereto.

     Section 10.7. Knowledge. As used in this Agreement, (i) the terms "the best
knowledge of Comtech," "known to Comtech" or words of similar import used herein
with  respect to Comtech  shall mean the actual  knowledge of any of the Signing
Shareholders,  together  with the knowledge a reasonable  business  person would
have obtained after making  reasonable  inquiry and after exercising  reasonable
diligence  with  respect to the  matters  at hand;  and (ii) the terms "the best
knowledge of Restor,"  "known to Restor" or words of similar  import used herein
with respect to Restor shall mean the actual  knowledge of any senior  executive
officer of Restor,  together  with the  knowledge a reasonable  business  person
would  have  obtained  after  making  reasonable  inquiry  and after  exercising
reasonable diligence with respect to the matters at hand.

     Section 10.8.  Severability.  Any  provision  hereof which is prohibited or
unenforceable in any jurisdiction will, as to such jurisdiction,  be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction will not invalidate or render  unenforceable  such provision in any
other jurisdiction. To the extent permitted by law, the parties hereto waive any
provision of law which renders any such provision prohibited or unenforceable in
any respect.


<PAGE>

     Section 10.9.  Counterparts.  This Agreement may be executed in two or more
counterparts,  each of which  shall be deemed an  original,  and it shall not be
necessary  in making  proof of this  Agreement or the terms hereof to produce or
account for more than one of such counterparts.

     Section 10.10.  Enforcement of Certain Rights. Nothing expressed or implied
in this Agreement is intended, or shall be construed, to confer upon or give any
person,  firm or corporation other than the parties hereto, and their successors
or assigns, any rights, remedies,  obligations or liabilities under or by reason
of this Agreement,  or result in such person, firm or corporation being deemed a
third party beneficiary of this Agreement.

     Section 10.11. Waiver. At any time prior to the Effective Time, the parties
hereto,  by or pursuant to action taken by their respective  Boards of Directors
in the case of  Restor,  Merger Sub and  Comtech,  may,  to the  extent  legally
permitted:  (a) extend the time for the performance of any of the obligations or
other acts of any other party; (b) waive any inaccuracies in the representations
or warranties of any other party  contained in this Agreement or in any document
or certificate delivered pursuant hereto; (c) waive compliance or performance by
any other party with any of the  covenants,  agreements or  obligations  of such
party contained herein;  and (d) waive the satisfaction of any condition that is
precedent to the  performance by the party so waiving of any of its  obligations
hereunder.  Any agreement on the part of a party hereto to any such extension or
waiver shall be valid only if set forth in an  instrument  in writing  signed on
behalf of such party. A waiver by one party of the  performance of any covenant,
agreement,  obligation,  condition,  representation  or  warranty  shall  not be
construed as a waiver of any other covenant, agreement,  obligation,  condition,
representation or warranty.  A waiver by any party of the performance of any act
shall  not  constitute  a  waiver  of the  performance  of any  other  act or an
identical act required to be performed at a later time.

     Section 10.12. Fees and Expenses. Each party hereto shall pay its own fees,
costs  and  expenses   incurred  in  connection  with  this  Agreement  and  the
transactions contemplated hereby, including, but not limited to, the fees, costs
and expenses of its  financial  advisors,  accountants  and  counsel;  provided,
however,  that the  Shareholders  shall pay all of such fees, costs and expenses
incurred  by Comtech in excess of Twenty  Thousand  Dollars  ($20,000),  none of
which shall be paid by Comtech or out of any of its assets.


<PAGE>

     Section 10.13.  Attorneys' Fees. If any party to this Agreement shall bring
any action, suit, counterclaim, appeal, arbitration, or mediation for any relief
against the other,  declaratory or otherwise,  to enforce the terms hereof or to
declare rights hereunder (collectively, an "Action"), the losing party shall pay
to the prevailing  party a reasonable sum for attorneys'  fees and costs (at the
prevailing  party's attorneys'  then-prevailing  rates as increased from time to
time by the  giving of advance  written  notice by such  counsel to such  party)
incurred in bringing and prosecuting  such Action and/or enforcing any judgment,
order,  ruling, or award  (collectively,  a "Decision") granted therein,  all of
which  shall be deemed to have  accrued on the  commencement  of such Action and
shall be paid  whether  or not such  Action is  prosecuted  to a  Decision.  Any
Decision entered in such Action shall contain a specific provision providing for
the recovery of attorneys'  fees and costs  incurred in enforcing such Decision.
The court or  arbitrator  may fix the amount of reasonable  attorneys'  fees and
costs on the  request  of either  party.  For the  purposes  of this  paragraph,
attorneys'  fees  shall  include,  without  limitation,  fees  incurred  in  the
following:  (1)  post-judgment  motions and  collection  actions;  (2)  contempt
proceedings; (3) garnishment, levy, and debtor and third party examinations; (4)
discovery; and (5) bankruptcy litigation.  "Prevailing party" within the meaning
of this paragraph includes, without limitation, a party who agrees to dismiss an
Action on the other party's  payment of the sums allegedly due or performance of
the covenants allegedly breached, or who obtains substantially the relief sought
by it.

     IN WITNESS  WHEREOF,  the parties hereto have duly executed and sealed this
Agreement or have caused this  Agreement to be duly  executed  under seal on its
behalf by an officer or  representative  thereto duly authorized,  all as of the
date first above written.
                                                    


                                           _____________________________(SEAL)
                                           MICHAEL R. JOE


                                           _____________________________(SEAL)
                                           MICHAEL G. RAMLOGAN


                                           _____________________________(SEAL)
                                           DANIEL P. LUBARSKY



<PAGE>




                                           COMTECH SUNRISE, INC.



                                           By: ______________________________
                                           Its:______________________________


                                           Attest:___________________________
                                           Its:______________________________


                                           [CORPORATE SEAL]


                                           RESTOR INDUSTRIES, INC.



                                           By:_______________________________
                                           Its:______________________________


                                           Attest:___________________________
                                           Its:______________________________

                                                                        
                                           [CORPORATE SEAL]


                                           RESTOR-COMTECH, INC.



                                           By:_______________________________
                                           Its:______________________________


                                           Attest:___________________________
                                           Its:______________________________

                                           
                                           [CORPORATE SEAL]


<PAGE>
EXHIBIT NO. 2.1(b)

                                ESCROW AGREEMENT


         THIS ESCROW AGREEMENT (the  "Agreement") is made and entered into as of
the 18th day of June,  1996,  by and among  RESTOR  INDUSTRIES,  INC. a Delaware
corporation ("Restor"),  RESTOR-COMTECH,  INC., a Delaware corporation (the "the
Surviving  Corporation"),  CAUTHEN  &  FELDMAN,  P.A.,  a  Florida  professional
association  (the  "Escrow  Agent"),  and each of the  shareholders  of  Comtech
Sunrise, Inc. listed on Schedule 1 hereto (each such person a "Shareholder" and,
collectively, the "Shareholders").


                              W I T N E S S E T H:

         WHEREAS, the Shareholders are all of the shareholders of Comtech 
Sunrise,  Inc., a California  corporation ("Comtech");

         WHEREAS, certain of the parties hereto, among others, have entered into
an  Agreement  and Plan of Merger dated as of April 22, 1996, a copy of which is
attached hereto as Exhibit A and  incorporated  herein by reference (the "Merger
Agreement"),  pursuant to which, among other things, Comtech will be merged with
and into the Surviving  Corporation,  a wholly-owned  subsidiary of Restor, with
the separate corporate existence of Comtech then terminating (the "Merger"); and

         WHEREAS,  Section  2.1(a) of the Merger  Agreement  requires  Restor to
deliver 211,765 shares (the "Escrow Shares") of its common stock, $.01 par value
per share,  to the Escrow Agent,  to hold and distribute such shares pursuant to
the terms hereof;

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants hereinafter set forth, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

                  1.  Escrow  Deposit.  Within  five  (5)  business  days of the
execution hereof,  Restor shall cause to be delivered to the Escrow Agent, to be
held and distributed as hereinafter  provided, a stock certificate issued in the
names  of the  Shareholders  representing  the  Escrow  Shares,  and each of the
Shareholders  shall  deliver to the Escrow Agent a stock power duly  endorsed in
blank with signature guarantee with respect to the Escrow Shares.

                  2. Property  Distributed in Respect of Escrow  Shares.  During
the term hereof,  the Escrow Agent shall  receive all of the money,  securities,
rights or property  distributed in respect of the Escrow  Shares,  including any
such  property   distributed  as  dividends,   such  property  to  be  held  and
administered as herein provided (the "Share Proceeds").

                  3. Voting and  Transfer of Escrow  Shares.  For so long as the
Escrow Shares are held by the Escrow Agent, the  Shareholders  shall be entitled
to exercise any and all voting or  consensual  rights and powers  relating to or
pertaining  to the Escrow  Shares so held by the Escrow  Agent.  No  Shareholder
shall transfer the Escrow Shares,  or any interest  therein,  during the term of
this Agreement, except under the laws of descent and distribution.

                   4. Fees of Escrow  Agent.  The Escrow Agent shall be entitled
to a fee (the  "Escrow  Fee")  based  upon its  normal  hourly  billing  rate as
compensation  for its  services  hereunder.  The  Escrow Fee shall be payable by
Restor upon demand therefor from the Escrow Agent.

                  5.        Distribution of Escrow Shares.

         (a) Upon receipt of the  certificates  provided in Section 7 below, the
Escrow Agent shall  distribute the Escrow Shares held by it under this Agreement
in the aggregate amounts (each a "Release  Amount")  (together with the pro rata
portion of the Share Proceeds, if any, allocable thereto) based upon the Pre-Tax
Net Income (as defined in the Merger Agreement) of the Surviving  Corporation on
the release  dates set forth below (each a "Release  Date") for the  performance
period set forth below (each a "Performance Period") which corresponds with such
Release Date.
                   Performance Period                        Release Date
- -------------------------------------------------------      ------------
January 1, 1996 to and including December 31, 1996 (the      February 15, 1997
"First Performance Period")
January 1, 1997 to and including December 31, 1997 (the      February 15, 1998
"Second Performance Period")
January 1, 1998 to and including December 31, 1998 (the      February 15, 1999
"Third Performance Period")

         The   aggregate   number  of  Escrow  Shares  to  be  released  to  the
Shareholders  on the Release  Date which  corresponds  to the First  Performance
Period will be as set forth in Release Table No. 1 below.


<PAGE>


                               Release Table No. 1

                   Pre-Tax Net Income                          Release Amount
                                                             (Number of Shares)
Less than $500,000                                                  None
$500,000 to and including $562,499                                  11,765
$562,500 to and including $624,999                                  23,529
$625,000 to and including $687,499                                  35,294
$687,500 to and including $749,999                                  47,058
$750,000 and more                                                   58,823

         The   aggregate   number  of  Escrow  Shares  to  be  released  to  the
Shareholders  on the Release Date which  corresponds  to the Second  Performance
Period will be as set forth in Release Table No. 2 below.

                               Release Table No. 2

                   Pre-Tax Net Income                          Release Amount
                                                             (Number of Shares)
Less than $600,000                                                  None
$600,000 to and including $749,999                                  15,294
$750,000 to and including $899,999                                  30,588
$900,000 to and including $1,099,999                                45,883
$1,100,000 to and including $1,249,999                              61,177
$1,250,000 and more                                                 76,471

         The   aggregate   number  of  Escrow  Shares  to  be  released  to  the
Shareholders  on the Release  Date which  corresponds  to the Third  Performance
Period will be as set forth in Release Table No. 3 below.

                               Release Table No. 3

                   Pre-Tax Net Income                          Release Amount
                                                             (Number of Shares)
Less than $600,000                                                  None
$600,000 to and including $799,999                                  15,294
$800,000 to and including $999,999                                  30,588
$1,000,000 to and including $1,249,999                              45,883
$1,250,000 to and including $1,499,999                              61,177
$1,500,000 and more                                                 76,471

         (b) Notwithstanding the foregoing, if (1) the Pre-Tax Net Income of the
Surviving Corporation is (a) greater than $300,000, but less than $750,000, with
respect to the First  Performance  Period and (b) greater than  $1,250,000  with
respect to the Second Performance Period, then the number of Escrow Shares to be
released  to the  Shareholders  on the Release  Date for the Second  Performance
Period,  in lieu of the Release Amount  otherwise  releasable  pursuant  hereto,
shall be equal to the Alternate  Release  Amount set forth in Alternate  Release
Table No. 1 below less the  Release  Amount  released to the  Shareholders  with
respect to the First  Performance  Period;  or (2) the Pre-Tax Net Income of the
Surviving  Corporation  is (a) greater than  $750,000  with respect to the First
Performance  Period and (b) greater  than  $500,000  with  respect to the Second
Performance  Period,  then the  number of Escrow  Shares to be  released  to the
Shareholders on the Release Date for the Second  Performance  Period, in lieu of
the Release Amount otherwise  releasable pursuant hereto,  shall be equal to the
Alternate  Release Amount set forth in Alternate  Release Table No. 2 below less
the  Release  Amount  released  to the  Shareholders  with  respect to the First
Performance  Period.  In addition,  notwithstanding  the  foregoing,  if (1) the
Pre-Tax Net Income of the Surviving  Corporation  is (a) greater than  $500,000,
but less than $1,250,000,  with respect to the Second Performance Period and (b)
greater than $1,500,000 with respect to the Third Performance  Period,  then the
number of Escrow Shares to be released to the  Shareholders  on the Release Date
for the  Third  Performance  Period,  in lieu of the  Release  Amount  otherwise
payable  pursuant  hereto,  shall be equal to the Alternate  Release  Amount set
forth in Alternate Release Table No. 3 below less the Release Amount released to
the  Shareholders  with  respect to the Second  Performance  Period;  or (2) the
Pre-Tax Net Income of the Surviving  Corporation is (a) greater than  $1,250,000
with respect to the Second Performance Period and (b) greater than $500,000 with
respect to the Third Performance  Period, then the number of Escrow Shares to be
released  to the  Shareholders  on the  Release  Date for the Third  Performance
Period,  in lieu of the Release Amount  otherwise  releasable  pursuant  hereto,
shall be equal to the Release Amount set forth in Alternate  Payment and Release
Table No. 4 below less the  Release  Amount  released to the  Shareholders  with
respect to the Second Performance Period.


<PAGE>


                          Alternate Release Table No. 1

         Cumulative Pre-Tax Net Income for First                   Alternate
             and Second Performance Periods                     Release Amount
                                                              (Number of Shares)
Less than $1,850,000                                                None
$1,850,000 to and including $1,924,999                              88,236
$1,925,000 to and including $1,999,999                              100,000
$2,000,000 to and including $2,074,999                              111,765
$2,075,000 to and including $2,149,999                              123,529
$2,150,000 and more                                                 135,294



                          Alternate Release Table No. 2

         Cumulative Pre-Tax Net Income for First                   Alternate
             and Second Performance Periods                     Release Amount
                                                              (Number of Shares)
Less than $1,350,000                                                None
$1,350,000 to and including $1,499,999                              74,117
$1,500,000 to and including $1,649,999                              89,411
$1,650,000 to and including $1,849,999                              104,706
$1,850,000 to and including $1,999,999                              120,000
$2,000,000 and more                                                 135,294

                          Alternate Release Table No. 3

            Cumulative Pre-Tax Net Income for                      Alternate
          Second and Third Performance Periods                  Release Amount
                                                              (Number of Shares)
Less than $2,220,000                                                None
$2,220,000 to and including $2,399,999                              91,765
$2,400,000 to and including $2,579,999                              107,059
$2,580,000 to and including $2,819,999                              122,354
$2,820,000 to and including $2,999,999                              137,648
$3,000,000 and more                                                 152,942



                          Alternate Release Table No. 4

            Cumulative Pre-Tax Net Income for                      Alternate
          Second and Third Performance Periods                  Release Amount
                                                              (Number of Shares)
Less than $1,850,000                                                None
$1,850,000 to and including $2,049,999                              91,765
$2,050,000 to and including $2,249,999                              107,059
$2,250,000 to and including $2,499,999                              122,354
$2,500,000 to and including $2,749,999                              137,648
$2,750,000 and more                                                 152,942

                  6. Appointment of Shareholder Representative. Each Shareholder
constitutes and appoints Michael R. Joe (the  "Shareholder  Representative")  as
his or her true and  lawful  attorney-in-fact  to act for and on  behalf of such
Shareholder in all matters  relating to or arising out of this  Agreement,  such
Shareholder  agreeing to be fully bound by the acts, decisions and agreements of
the Shareholder  Representative  taken and done pursuant to the authority herein
granted.  Each  Shareholder  hereby  agrees  to  indemnify  and to save and hold
harmless  the  Shareholder  Representative  from any  liability  incurred by the
Shareholder  Representative  based  upon or arising  out of any act,  whether of
omission  or  commission,  of the  Shareholder  Representative  pursuant  to the
authority herein granted, other than acts, whether of omission or commission, of
the  Shareholder  Representative  that  constitute  gross  negligence or willful
misconduct in the exercise by the  Shareholder  Representative  of the authority
herein granted.  The death or incapacity of any Shareholder  shall not terminate
the authority and agency of the Shareholder Representative.  In the event of the
resignation  of  the  Shareholder  Representative,   the  resigning  Shareholder
Representative  shall appoint a successor  either from among the Shareholders or
who shall otherwise be acceptable to Restor,  the Surviving  Corporation and the
Escrow Agent, and who shall agree in writing to accept such appointment, and the
resigning Shareholder  Representative's resignation shall not be effective until
such a successor shall exist. If the  Shareholder  Representative  should die or
become  incapacitated,  his successor shall be appointed within thirty (30) days
of his death or incapacity by a majority of the Shareholders, and such successor
either shall be a Shareholder  or shall  otherwise be acceptable to Restor,  the
Surviving   Corporation  and  the  Escrow  Agent.  The  choice  of  a  successor
Shareholder  Representative  appointed  in any manner  permitted  above shall be
final and binding upon all of the Shareholders. The decisions and actions of any
successor  Shareholder  Representative shall be, for all purposes,  those of the
Shareholder Representative as if originally named herein.



<PAGE>


                  7.        Certificates of Instruction.

     (a) Within forty (40) days of the end of each  Performance  Period,  Restor
and  the  Shareholder  Representative  shall  deliver  to  the  Escrow  Agent  a
Certificate of Instruction setting forth the Pre-Tax Net Income of the Surviving
Corporation for each such Performance  Period and, in the event that Pre-Tax Net
Income equals an amount for such Performance Period which permits the release of
Escrow Shares in accordance with Section 5 above,  directing the Escrow Agent to
release to the  Shareholders  the number of Escrow Shares (together with the pro
rata  portion of the Share  Proceeds,  if any)  determined  in  accordance  with
Section 5 above. In the event there is a disagreement or dispute with respect to
the   determination   of  "Pre-Tax  Net  Income,"  Restor  and  the  Shareholder
Representative   may  provide  Escrow  Agent  with  one  or  more   supplemental
Certificates of Instruction with respect to any resolution of such  disagreement
or dispute.
       
     Upon  receipt of the  Certificate  of  Instruction,  the Escrow Agent shall
cause promptly the certificate  representing the Escrow Shares to be broken down
into seventeen (17) certificates,  one of which will represent the Escrow Shares
to  remain  subject  to the  terms of this  escrow  and one of each of the other
sixteen (16)  certificates will be issued to each Shareholder for that number of
the Escrow Shares to be released  multiplied by the  Proportionate  Interest (as
set  forth in Column C of  Schedule  1 hereto)  of each  such  Shareholder,  and
thereafter   on  the  Release  Date  the  Escrow  Agent  shall  deliver  to  the
Shareholders the certificates  representing the Escrow Shares (together with the
pro  rata  portion  of  the  Share  Proceeds,  if  any)  to be  released  to the
Shareholders as provided herein.

     (b) If, on 5:00 p.m. Eastern Standard Time on February 28, 1999, or on such
later  date  which  is ten  (10)  days  following  the  date  on  which  a final
determination  shall have been made pursuant to sub-subsection  2.1(c)(1) of the
Merger  Agreement with respect to Restor's Pre-Tax Net Income and Restor and the
Shareholder  Representative  shall have provided Escrow Agent with a Certificate
of  Instruction  in  respect  of such  final  determination,  the  Escrow  Agent
continues to hold any of the Escrow Shares,  then the Escrow Agent shall deliver
any such  shares  (together  with  any  Share  Proceeds  in the  Escrow  Agent's
possession) to Restor, and this Agreement shall thereupon be terminated.

                  8. Duties of the Escrow  Agent.  The  acceptance by the Escrow
Agent of its duties under this  Agreement is subject to the following  terms and
conditions,  which the parties to this Agreement hereby agree shall fully govern
and control with respect to the Escrow Agent's rights,  duties,  liabilities and
immunities:

                  (a)      The Escrow  Agent shall be  protected  in acting upon
                           any written notice, request, waiver, consent, receipt
                           or other  paper or  document  which the Escrow  Agent
                           believes in good faith  emanates from both Restor and
                           the Shareholder Representative of the parties hereto,
                           not only as to its due execution and the validity and
                           effectiveness  of its provisions,  but also as to the
                           truth  and  accuracy  of  any  information  contained
                           therein.  The Escrow Agent is also  relieved from the
                           necessity of satisfying itself as to the authority of
                           the   persons   executing   this   Agreement   in   a
                           representative capacity.


<PAGE>





     (b) The Escrow Agent shall not be liable for any error of judgment,  or for
any act done or step taken or omitted by it in good faith, or for any mistake of
fact or law, or for anything  that it may do or refrain from doing in connection
herewith, except for its own gross negligence or willful misconduct.

     (c) The Escrow Agent may consult with, and obtain advice from,  independent
legal  counsel  selected by the Escrow  Agent in the event of any question as to
any of the provisions hereof or its duties hereunder (the cost of obtaining such
advice  being  borne,   jointly  and  severally  by  Restor  and  the  Surviving
Corporation  on the one hand and the  Shareholders  on the other  hand),  and it
shall incur no liability  and shall be fully  protected in acting in  accordance
with the opinion and instructions of such counsel.

     (d) The Escrow Agent shall have no duties  except  those set forth  herein,
and the Escrow Agent shall not be subject to, or obliged to recognize, any other
agreement  between,  or direction or  instruction  of, any of the parties hereto
unless  signed by Restor and the  Shareholder  Representative.  The Escrow Agent
shall not be bound by any notice of a claim, demand or objection with respect to
the Escrow Shares or any waiver, modification, termination or rescission of this
Agreement, unless received by it in writing signed by Restor and the Shareholder
Representative,  and, if its duties herein are materially  increased,  unless it
shall have given its consent thereto.

     (e) The  Escrow  Agent's  acceptance  of the  appointment  as Escrow  Agent
hereunder shall not prevent it from representing any party hereto in any dispute
over disbursement of, or conflicting claims to, the Escrow Shares, or otherwise.
If any dispute arises over disbursement of, or conflicting claims to, the Escrow
Shares, then the Escrow Agent may interplead such contested Escrow Shares into a
court of proper jurisdiction of its choosing, including, but not limited to, the
Circuit Court of Lake County,  Florida,  and thereupon the Escrow Agent shall be
fully and  completely  discharged  of its duties as escrow agent with respect to
such contested Escrow Shares and Share Proceeds.

                  9.  Indemnification  and Expense  Reimbursement  of the Escrow
Agent.  Restor,  the  Surviving  Corporation  and the  Shareholders  jointly and
severally agree to indemnify, defend and hold harmless the Escrow Agent from any
and all costs, expenses,  damages or liability of any kind whatsoever (including
reasonable  legal  fees)  arising  by virtue  of its  services  as escrow  agent
hereunder,  except for liabilities due to the Escrow Agent's gross negligence or
willful misconduct, and to reimburse the Escrow Agent for all costs and expenses
incurred by the Escrow Agent in connection  with the  performance  of its duties
hereunder.

                  10.  Notice.  All notices and other  communications  hereunder
shall be in writing  and shall be deemed  given if (a)  delivered  by hand,  (b)
mailed by  registered  or  certified  mail  (return  receipt  requested)  or (c)
telecommunicated  and immediately  confirmed both orally and in writing,  to the
parties at the following  addresses  (or at such other  addresses for a party as
shall be  specified  by like  notice)  and shall be deemed  given on the date on
which so  hand-delivered  or so  telecommunicated  or on the third  business day
following  the date on which so mailed,  if deposited in a  regularly-maintained
receptacle for United States mail:


<PAGE>





         11.       If to Escrow Agent:

                  Cauthen & Feldman, P.A.
                  215 North Joanna Avenue
                  Tavares, Florida 32778-3200
                  Attn:  William H. Cauthen, Esq.
                  Telecopier:       904-343-7759
                  Telephone:        904-343-2225

         If to the Shareholders:

                  In c/o Mr. Michael R. Joe
                  Comtech Sunrise, Inc.
                  4569 Las Positas Road, Suite D
                  Livermore, California  94550
                  Telecopier:       510-443-1135
                  Telephone:        510-443-1133

         With a copy to:

                  Bianchi, Engel, Keegin & Talkington
                  1000 Fourth Street
                  Suite 600
                  San Rafael, California  94901-3182
                  Attn:  Stafford W. Keegin, Esq.
                  Telecopier:       (415) 456-1921
                  Telephone:        (415) 456-4000

         If to Restor or the Surviving Corporation:

                  Name of Addressee
                  4501 Vineland Road
                  Orlando, Florida 32811
                  Attn: Mr. Mark A. Gergel
                  Telecopier:       407-841-0942
                  Telephone:        407-843-7031

         With a copy to:

                  Rogers & Hardin
                  2700 Cain Tower
                  229 Peachtree Street, N.E.
                  Atlanta, Georgia 30303
                  Attn: Steven E. Fox, Esq.
                  Telecopier:       404-525-2224
                  Telephone:        404-522-4700

     11. Execution in Counterparts. This Agreement may be executed by facsimile,
and may be executed in several counterparts, each of which shall be an original,
and all of which shall constitute one and the same instrument.

     12.  Applicable  Law.  This  Agreement  shall  be  construed  and  governed
exclusively  by the laws of the State of Delaware,  without giving effect to its
principles of conflicts of laws.

     13. Amendment.  This Agreement may be amended or modified only in a writing
signed by all parties hereto.


<PAGE>

     14.  Attorneys'  Fees.  If any party to this  Agreement  shall
bring any action, suit, counterclaim,  appeal, arbitration, or mediation for any
relief against the other,  declaratory or otherwise, to enforce the terms hereof
or to declare rights  hereunder  (collectively,  an "Action"),  the losing party
shall pay to the prevailing party a reasonable sum for attorneys' fees and costs
(at the prevailing  party's attorneys'  then-prevailing  rates as increased from
time to time by the giving of  advance  written  notice by such  counsel to such
party)  incurred in bringing and  prosecuting  such Action and/or  enforcing any
judgment, order, ruling, or award (collectively,  a "Decision") granted therein,
all of which shall be deemed to have accrued on the  commencement of such Action
and shall be paid whether or not such Action is  prosecuted  to a Decision.  Any
Decision entered in such Action shall contain a specific provision providing for
the recovery of attorneys'  fees and costs  incurred in enforcing such Decision.
The court or  arbitrator  may fix the amount of reasonable  attorneys'  fees and
costs on the  request  of either  party.  For the  purposes  of this  paragraph,
attorneys'  fees  shall  include,  without  limitation,  fees  incurred  in  the
following:  (1)  post-judgment  motions and  collection  actions;  (2)  contempt
proceedings; (3) garnishment, levy, and debtor and third party examinations; (4)
discovery; and (5) bankruptcy litigation.  "Prevailing party" within the meaning
of this paragraph includes, without limitation, a party who agrees to dismiss an
Action on the other party's  payment of the sums allegedly due or performance of
the covenants allegedly breached, or who obtains substantially the relief sought
by it.

         IN WITNESS  WHEREOF,  the parties  hereto have duly executed and sealed
this  Agreement or have caused this  Agreement to be duly executed under seal on
its behalf by an officer or  representative  thereto duly authorized,  all as of
the date first above written.

                                                    CAUTHEN & FELDMAN, P.A.



                                                     By:______________________
                                                     Its:_____________________


                                                     RESTOR INDUSTRIES, INC.



                                                     By:______________________
                                                     Its:_____________________


                                                     RESTOR-COMTECH, INC.



                                                     By:______________________
                                                     Its:_____________________



                                            (SEAL)
                                                   MICHAEL R. JOE, Individually


                                            (SEAL)
                                            _____________________, Individually


                                            (SEAL)
                                            _____________________, Individually


                                            (SEAL)
                                            _____________________, Individually



                                            (SEAL)
                                            _____________________, Individually


                                            (SEAL)
                                            _____________________, Individually



                                            (SEAL)
                                            _____________________, Individually


                                            (SEAL)
                                            _____________________, Individually


                                            (SEAL)
                                            _____________________, Individually


                                            (SEAL)
                                            _____________________, Individually


                                            (SEAL)
                                            _____________________, Individually


                                            (SEAL)
                                            _____________________, Individually


                                            (SEAL)
                                            _____________________, Individually



                                            (SEAL)
                                            _____________________, Individually


                                            (SEAL)
                                            _____________________, Individually


<PAGE>



SCHEDULE 1


     Column A                       Column B                    Column C
Name and Address of          Number of Shares Owned      Proportionate Interest
   Shareholder

<PAGE>

EXHIBIT NO. 5.13

                                IRREVOCABLE PROXY


         This    Irrevocable    Proxy    is    given    by    the    undersigned
_____________________  ("Shareholder"),  in favor of Restor Industries,  Inc., a
Delaware corporation ("Restor"), as of the 22nd day of April, 1996.

         WHEREAS,  Restor and Comtech  Sunrise,  Inc., a California  corporation
("Comtech"),  have  entered  into an  Agreement  and Plan of Merger of even date
herewith (the "Merger Agreement") (capitalized terms used but not defined herein
shall have the same  meaning  assigned  to such terms in the Merger  Agreement),
pursuant  to which  Restor  proposes to acquire  the entire  equity  interest in
Comtech  by  means  of  a  merger  (the  "Merger")  of  Comtech  with  and  into
Restor-Comtech, Inc., a wholly owned subsidiary of Restor;

         WHEREAS,  Shareholder  owns, as of the date hereof,  _______  shares of
Comtech Stock (the "Existing Shares" which,  together with any shares of Comtech
Stock acquired after the date hereof and prior to the  termination  hereof,  are
hereinafter collectively referred to as the "Shares"); and

         WHEREAS,  Restor has entered  into the Merger  Agreement in reliance on
Shareholder's  agreement  to support  the  Merger,  including  the  granting  of
Shareholder's Irrevocable Proxy hereunder.

         NOW,   THEREFORE,   with  respect  to  the  Merger  Agreement  and  the
transactions   contemplated  thereby  and  in  accordance  with  the  California
Corporations  Code,  Shareholder  hereby  irrevocably  makes,   constitutes  and
appoints   Restor  to  act  as   Shareholder's   true  and   lawful   proxy  and
attorney-in-fact  in the name and on behalf of  Shareholder,  with full power to
appoint a substitute or substitutes.  Shareholder  further  directs Restor,  and
Restor  hereby  agrees,  to vote all of the Shares which are entitled to vote at
any  meeting of the  shareholders  of  Comtech  (whether  annual or special  and
whether or not an  adjourned  meeting),  or by written  consent in the place and
stead of  Shareholder,  in  favor  of the  Merger  as set  forth  in the  Merger
Agreement.  By giving this  proxy,  Shareholder  hereby  revokes any other proxy
granted by  Shareholder  at any time with  respect to the Shares,  agrees not to
grant any other proxies with respect to the subject  matter  hereof,  and waives
any right that the  Shareholder  may have to dissent  from the Merger and obtain
payment of the fair value of the Shares under the California  Corporations Code.
THE PROXY  GRANTED  HEREBY IS COUPLED WITH AN INTEREST AND IS  IRREVOCABLE.  The
proxy granted  hereby shall not be terminated  by any act of  shareholder  or by
operation  of  law,  by  lack  of  appropriate  power  of  authority,  or by the
occurrence  of any  other  event  or  events  and  shall  be  binding  upon  all
beneficiaries,  heirs at law, legatees,  distributees,  successors,  assigns and
legal  representatives of Shareholder.  Shareholder agrees to use all good faith
efforts to cause any  record  owner of the  Shares of which  Shareholder  is the
beneficial owner to grant to Restor a proxy of the same effect as that contained
herein.  Shareholder  shall  perform  such further acts and execute such further
documents as may be required to vest in Restor the sole power to vote the Shares
during the term of the proxy  granted  herein.  The proxy  granted  herein shall
expire on the earlier of (i) the date on which Restor and  Shareholder  mutually
consent in writing to terminate  this  Irrevocable  Proxy,  (ii) the date of the
Closing (as defined in the Merger  Agreement),  or (iii) the  termination of the
Merger Agreement in accordance with the terms thereof.

         IN  WITNESS  WHEREOF,  Shareholder  has  executed  and  delivered  this
Irrevocable Proxy as of the date set forth above.


                                                     --------------------------
                                                     (Name)


                                                     --------------------------
                                                     (Signature)



<PAGE>

EXHIBIT NO. 5.17

                               AFFILIATE AGREEMENT


Restor Industries, Inc.
4501 Vineland Road
Orlando, Florida  32811



Gentlemen:

         The undersigned is a shareholder of Comtech Sunrise, Inc. ("Target"), a
corporation organized under the laws of the State of California, and will become
a  shareholder  of  Restor  Industries,   Inc.  ("Purchaser")  pursuant  to  the
transactions  described in the Agreement  and Plan of Merger,  dated as of April
22, 1996 (the "Agreement"),  by and between Target,  Purchaser and others. Under
the terms of the Agreement,  Target will be merged into Restor-Comtech,  Inc., a
wholly-owned  subsidiary  of  Purchaser  (the  "Merger"),  and the shares of the
common  stock of Target  ("Target  Common  Stock")  will be  converted  into and
exchanged  for  shares  of  the  $0.01  par  value  common  stock  of  Purchaser
("Purchaser  Common Stock").  This Affiliate  Agreement  represents an agreement
between the undersigned and Purchaser  regarding  certain rights and obligations
of the  undersigned in connection with the shares of Purchaser to be received by
the undersigned as a result of the Merger.

         In  consideration  of the  Merger and the  mutual  covenants  contained
herein, the undersigned and Purchaser hereby agree as follows:

                  1. Affiliate  Status.  The undersigned  understands and agrees
that as to Target the undersigned is an "affiliate" under Rule 145(c) as defined
in  Rule  405 of the  Rules  and  Regulations  of the  Securities  and  Exchange
Commission  ("SEC") under the  Securities  Act of 1933, as amended ("1933 Act"),
and the undersigned anticipates that the undersigned will be such an "affiliate"
at the time of the Merger.

                  2.        Covenants and  Warranties of  Undersigned.  
The  undersigned  represents,  warrants and agrees that:

                  (a) The Purchaser  Common Stock received by the undersigned as
a result  of the  Merger  will be taken for his or her own  account  and not for
others, directly or indirectly, in whole or in part.

                  (b)   Purchaser   has  informed  the   undersigned   that  any
distribution  by  the  undersigned  of  Purchaser  Common  Stock  has  not  been
registered under the 1933 Act and that shares of Purchaser Common Stock received
pursuant  to the  Merger  can  only  be sold by the  undersigned  (i)  following
registration under the 1933 Act, or (ii) in conformity with the volume and other
requirements of Rule 145(d)  promulgated by the SEC as the same now exist or may
hereafter  be  amended,  or  (iii)  to the  extent  some  other  exemption  from
registration under the 1933 Act might be available.  The undersigned understands
that Purchaser is under no obligation to file a registration  statement with the
SEC covering the  disposition of the  undersigned's  shares of Purchaser  Common
Stock.

                  3.        Restrictions on Transfer.

                  (a) The undersigned  understands and agrees that stop transfer
instructions  with respect to the shares of Purchaser  Common Stock  received by
the  undersigned  pursuant to the Merger will be given to  Purchaser's  Transfer
Agent and that  there will be placed on the  certificates  for such  shares,  or
shares issued in substitution thereof, a legend stating in substance:

         "The  shares   represented  by  this   certificate  may  not  be  sold,
         transferred or otherwise disposed of except or unless (i) covered by an
         effective  registration  statement under the Securities Act of 1933, as
         amended, (ii) in accordance with (x) Rule 145(d) (in the case of shares
         issued to an  individual  who is not an affiliate of  Purchaser) or (y)
         Rule 144 (in the  case of  shares  issued  to an  individual  who is an
         affiliate of  Purchaser) of the Rules and  Regulations  of such Act, or
         (iii) in accordance  with a legal opinion  satisfactory  to counsel for
         Purchaser  that such sale or  transfer  is  otherwise  exempt  from the
         registration requirements of such Act."


<PAGE>

                  (b)  Such  legend  will  also  be  placed  on any  certificate
representing  Purchaser securities issued subsequent to the original issuance of
the  Purchaser  Common  Stock  pursuant  to the  Merger as a result of any stock
dividend, stock split, or other recapitalization as long as the Purchaser Common
Stock issued to the undersigned  pursuant to the Merger has not been transferred
in such manner to justify the removal of the legend therefrom.  In addition,  if
the  provisions  of Rules  144 and 145 are  amended  to  eliminate  restrictions
applicable to the Purchaser Common Stock received by the undersigned pursuant to
the Merger,  or at the  expiration of the  restrictive  period set forth in Rule
145(d),  Purchaser,  upon  the  request  of  the  undersigned,  will  cause  the
certificates  representing  the shares of  Purchaser  Common Stock issued to the
undersigned  in  connection  with the Merger to be  reissued  free of any legend
relating to the  restrictions  set forth in Rules 144 and 145(d) upon receipt by
Purchaser  of an opinion of its  counsel to the effect  that such  legend may be
removed.

                  4.   Understanding  of  Restrictions  on   Dispositions.   The
undersigned  has carefully read the Agreement and this  Affiliate  Agreement and
discussed  their  requirements  and  impact  upon  his or her  ability  to sell,
transfer,  or otherwise dispose of the shares of Purchaser Common Stock received
by the  undersigned  in  connection  with the  Merger,  to the  extent he or she
believes necessary, with his or her counsel or counsel for Target.

                  5.  Filing of Reports  by  Purchaser.  Purchaser  agrees for a
period of three  years  after the  effective  date of the  Merger,  to file on a
timely  basis all  reports  required to be filed by it pursuant to Section 13 of
the Securities  Exchange Act of 1934, as amended, so that the public information
provisions  of Rule 145(d)  promulgated  by the SEC as the same are presently in
effect will be available to the undersigned in the event the undersigned desires
to transfer  any shares of  Purchaser  Common  Stock  issued to the  undersigned
pursuant to the Merger.

                  6. Transfer Under Rule 145(d).  If the undersigned  desires to
sell or otherwise  transfer the shares of Purchaser Common Stock received by him
or her in connection with the Merger at any time during the  restrictive  period
set  forth  in  Rule  145(d),   the  undersigned   will  provide  the  necessary
representation letter to the Transfer Agent for Purchaser Common Stock, together
with such additional  information as the Transfer Agent may reasonably  request.
If Purchaser's  counsel  concludes that such proposed sale or transfer  complies
with the  requirements  of Rule  145(d),  Purchaser  shall cause such counsel to
provide such opinions as may be necessary to Purchaser's  Transfer Agent so that
the undersigned may complete the proposed sale or transfer.

                  7. Acknowledgments. The undersigned recognizes and agrees that
the foregoing provisions also apply with respect to Target Common Stock held by,
and  Purchaser  Common  Stock issued in  connection  with the Merger to, (a) the
undersigned's   spouse,   (b)  any  relative  of  the   undersigned  or  of  the
undersigned's spouse who has the same home as the undersigned,  (c) any trust or
estate in which the undersigned, the undersigned's spouse, and any such relative
collectively  own at least a 10%  beneficial  interest  or of  which  any of the
foregoing serves as trustee,  executor or in any similar  capacity,  and (d) any
corporation or other  organization in which the undersigned,  the  undersigned's
spouse  and any such  relative  collectively  own at least  10% of any  class of
equity securities or of the equity interest.  The undersigned further recognizes
that, in the event that the  undersigned  is a director or executive  officer of
Purchaser  or  becomes  a  director  or  executive  officer  of  Purchaser  upon
consummation  of the Merger,  among other things,  any sale of Purchaser  Common
Stock by the undersigned  within a period of less than six months  following the
effective time of the Merger may subject the  undersigned to liability  pursuant
to Section 16(b) of the Securities Exchange Act of 1934, as amended.



<PAGE>

                  8. Miscellaneous.  Subject to Exhibit 6.2(j) of the Agreement,
this Affiliate  Agreement is the complete  agreement  between  Purchaser and the
undersigned concerning the subject matter hereof. Any notice required to be sent
to any parry  hereunder  shall be sent by registered or certified  mail,  return
receipt requested, using the addresses set forth herein or such other address as
shall be furnished in writing by the parties.  This Affiliate Agreement shall be
governed by the laws of the State of Georgia.

         This   Affiliate   Agreement  is  executed  as  of  the  _____  day  of
_________________, 1996.


                                            Very truly yours,


                                            ----------------------------
                                            Signature


                                            ----------------------------
                                            Print Name


                                            ----------------------------
                                            Address
                                            

                                            ----------------------------
                                            Telephone No.




AGREED TO AND ACCEPTED as of
____________________, 1996

RESTOR INDUSTRIES, INC.

By:_________________________
   Its:_____________________


<PAGE>

EXHIBIT NO. 6.2(h)


                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT  AGREEMENT  ("Agreement") is made and entered into this
18th day of June,  1996,  between  and among  MICHAEL R. JOE, a resident  of the
State  of  California  ("Employee"),   and  RESTOR-COMTECH,   INC.,  a  Delaware
corporation ("Company").

                              W I T N E S S E T H:

          WHEREAS,  execution of this Agreement is  contemplated by that certain
Plan and Agreement of Merger dated even date herewith (the "Merger  Agreement"),
whereby  Comtech  Sunrise,  Inc.  ("Comtech")  will be merged  with and into the
Company,  a  Delaware  corporation  and  a  wholly-owned  subsidiary  of  Restor
Industries, Inc. ("Restor");

          WHEREAS,  the covenants and agreements of Employee  herein are made as
an inducement to the merger of Comtech into the Company; and

          WHEREAS,  the  Company  and  Employee  each  desire to enter into this
Agreement,  pursuant  to which  Employee  will be employed by the Company on the
terms  and  conditions   hereinafter  set  forth,  and  to  make  certain  other
agreements;

          NOW,  THEREFORE,  in consideration of the premises and of the promises
and  agreements  hereinafter  set forth,  the parties  hereto,  intending  to be
legally bound, do hereby agree as follows:

     Section 1.  Employment.  Subject to the terms  hereof,  the Company  hereby
employs  Employee,  and Employee hereby accepts such employment.  Employee shall
devote his Full Time and best  efforts to  rendering  services  on behalf of the
Company.  As used herein,  "Full Time" shall mean working during normal business
hours to accomplish his duties and responsibilities with appropriate timeliness,
and such term shall not  preclude  Employee's  devoting  incidental  time to the
management of his personal  affairs  during normal  business  hours nor shall it
preclude  his  participating  in  other  affairs  during   non-business   hours.
Employment.  Subject to the terms hereof,  the Company hereby employs  Employee,
and Employee hereby accepts such employment. Employee shall devote his Full Time
and best efforts to rendering services on behalf of the Company. As used herein,
"Full Time" shall mean working  during normal  business  hours to accomplish his
duties and responsibilities with appropriate timeliness, and such term shall not
preclude  Employee's  devoting incidental time to the management of his personal
affairs during normal business hours nor shall it preclude his  participating in
other affairs during non-business hours.


     Section 2. Position, Authority and Duties.

                  (a)  Position.  Employee  shall serve as  President  and Chief
Operating Officer of the Company and, as such, Employee shall report directly to
the  President of Restor.  The Company  shall also elect  Employee to serve as a
director of the Company,  and  Employee  consents to serve,  without  additional
compensation,  as such.  Employee's duties,  responsibilities and perquisites of
office shall be consistent with such position.

                  (b)   Authority.   Subject  to  the   ultimate   control   and
responsibility  of the Board of  Directors  of the  Company and of Restor as its
sole  stockholder,  until the end of the Term,  as  defined in Section 3 hereof,
Employee  shall have the right to manage the business and affairs of the Company
and shall  participate  directly  in the  formulation  of, and shall  direct the
execution  of both short- and  long-term  corporate  plans,  including,  without
limitation,  the hiring,  retention or termination of employees,  the setting of
compensation and fringe benefits of employees other than himself,  the expansion
of the business and the making of commitments  for capital  expenditures  out of
cash flow of the Company.  Restor shall  cooperate  with  Employee in seeking to
maintain and increase the Company's profitability,  but this Agreement shall not
be  construed  as a  commitment  on the  part of  Restor  to  invest  in or make
available  to the Company  any  additional  capital,  or to incur any expense or
obligation  on behalf of the Company,  whether or not Restor is to be reimbursed
by the Company for any such expense or obligation.


<PAGE>

                  (c) Required Resignation of Position. Notwithstanding Sections
2(a) and 2(b) hereof, in the event the Company shall fail to achieve the Pre-Tax
Net Income  shown for the  respective  one-year  periods  set forth in the table
below,  Restor may request Mr. Joe's  resignation as President,  Chief Operating
Officer  and/or a director of the Company and appoint  another person or persons
to such position,  or positions,  and, in such event,  Mr. Joe shall resign from
the requested  position or positions and the powers and authorities  granted Mr.
Joe pursuant to Sections 2(a) and 2(b) hereof shall terminate.

         Year Ended:                        Minimum Pre-Tax Net Income:

         December 31, 1996                  $500,000

         December 31, 1997                  $600,000

         December 31, 1998                  $600,000

For purposes of this Section 2(c), the determination of Pre-Tax Net Income shall
be  subject  to the same  protocols  set forth in  Section  2.1(c) of the Merger
Agreement  between and among the  Company,  Restor,  Comtech  Sunrise,  Inc. and
certain shareholders thereof, dated as of April 22, 1996. Except as set forth in
this Section 2(c), any such  resignation  by Mr. Joe shall not otherwise  change
any of Mr. Joe's rights under this  Agreement  and any failure of the Company to
achieve such Pre-Tax Net Income shall not  constitute  Cause under  subparagraph
(iii) of Section 3 hereof.

                  (c) Location.  Employee's office shall be located in or within
reasonable commuting distance of Livermore,  California,  and Employee shall not
be  required  to relocate as a  condition  of his  continued  employment  by the
Company.

     Section 3. Term. The employment of Employee hereunder shall commence on the
date hereof (the  "Effective  Date") and shall continue until the earlier of (a)
December 31, 1998 (the  "Term") or (b) the  occurrence  of any of the  following
events:  Term. The employment of Employee  hereunder  shall commence on the date
hereof  (the  "Effective  Date")  and shall  continue  until the  earlier of (a)
December 31, 1998 (the  "Term") or (b) the  occurrence  of any of the  following
events:

                  (i)  the  death  or  Total   Disability  of  Employee  ("Total
         Disability"  meaning  the  failure of  Employee  to perform  his normal
         required  services  hereunder  at his  office for a period of three (3)
         consecutive   months,  by  reason  of  Employee's  mental  or  physical
         disability  as so determined  by a licensed  physician  selected by the
         Company satisfactory to Employee);

                   (ii) the mutual  written  agreement of the parties  hereto to
         terminate Employee's employment hereunder; or

                  (iii)  the  Company's  termination  of  Employee's  employment
         hereunder, upon thirty (30) days' prior written notice to Employee, for
         "Cause." For the purposes of this Agreement, "Cause" for termination of
         Employee's employment shall exist (a) if Employee is convicted of (from
         which no appeal may be taken),  or pleads  guilty to, any act of fraud,
         misappropriation  or embezzlement,  or any felony,  (b) if, in the sole
         determination  of the Board of Directors  of the Company,  Employee has
         engaged in conduct or activities materially damaging to the business of
         the Company (it being  understood,  however,  that neither  conduct nor
         activities  pursuant to Employee's  exercise of his good faith business
         judgment  nor  unintentional  physical  damage to any  property  of the
         Company by Employee shall be a ground for such a  determination  by the
         Board  of  Directors  of  the  Company)   after  written   notice  with
         specificity  as to  the  conduct  or  activities  complained  of  and a
         reasonable opportunity is given to Employee to cure the same, or (c) if
         Employee has failed  without  reasonable  cause to devote his Full Time
         and best efforts to the business of the Company and,  after notice from
         the Company of such failure,  Employee at any time thereafter  again so
         fails.


<PAGE>

     Section 4. Compensation and Benefits.

                  4.1      Salary and Other Compensation.

     (a) Salary.  For the term of his  employment  hereunder,  Employee shall be
paid a salary  by the  Company  at the  annual  rate of Sixty  Thousand  Dollars
($60,000)  through March 31, 1997 and at the annual rate of One Hundred Thousand
Dollars ($100,000) thereafter,  payable bi-weekly in accordance with the payroll
payment  practices from time to time adopted by the Company (his "Base Salary").
In  addition,  Employee  shall be entitled to that  portion of a Forty  Thousand
Dollar bonus which the amount of Pre-Tax Net Income of Restor between $2,000,000
and  $5,000,000,  if any, bears to $3,000,000  (the "Make-up  Bonus") during the
calendar years which end during the term of this  Agreement.  If the Pre-Tax Net
Income of Restor is less than $2,000,000 in any such calendar year, none of such
$40,000  shall be due and payable.  If the Pre-Tax Net Income of Restor  exceeds
$5,000,000 in any such calendar year, the full $40,000 shall be due and payable.
(For  example,  if the Pre-Tax Net Income of Restor were  $3,500,000 in any such
calendar  year,  the Make-up  Bonus  payable with respect to that  calendar year
would be $20,000 [($3,500,000 - $2,000,000 = $1,500,000) divided by $3,000,000 x
$40,000 = $20,000]).  The Make-up Bonus, if any, shall be due and payable by the
Company within thirty days of the date on which Restor's  year-end audit for the
year in question is completed by the certified public accountants then servicing
Restor.  The Company's  Board of Directors shall (without the  participation  of
Employee), not less regularly than annually,  review Employee's Base Salary with
a view to  increasing  the same as a result of, and to the extent  justified by,
Employee's  performance  during the preceding calendar year, any increase in the
cost of living, the performance and financial  condition of the Company and such
other criteria as it deems appropriate; provided, however, Employee agrees that,
notwithstanding  the foregoing,  his Base Salary shall remain at $60,000 through
March 31,  1997.  

     (b) Bonuses. In addition,  Employee shall be eligible to participate (in an
amount not to exceed thirty (30%) of Employee's  Base Salary in any year) in the
incentive  and bonus  programs  of Restor to the same  extent as others who hold
positions and responsibilities comparable to that of Employee so participate.

     (c)  Non-Qualified  Stock  Options.  In  addition,  upon  execution of this
Agreement, the Company (i) shall grant Employee the right to designate employees
of the Company,  including  Employee,  as grantees of incentive stock options to
purchase  75,000  shares  of the Stock for a  purchase  price  equal to the fair
market value of such shares on such date  pursuant to Restor's  incentive  stock
option  plan,  vesting  at the rate of 18,750  shares on each of the first  four
anniversaries  of the date of this  Agreement;  and (ii)  shall  grant  Employee
non-qualified  options to purchase  20,000 shares of the common stock,  $.01 par
value (the "Stock"), of Restor, for a purchase price of $8.00 per share, vesting
in the following amounts upon the occurrence of the following respective events:


                  Vest                      Achievement

                  60%               15% vesting for each calendar quarter during
                                    1996  that   Restor's   pre-tax  net  income
                                    exceeds $400,000; if this income test is not
                                    met  for  any  particular  quarter(s),   the
                                    vesting  for  those  quarter(s)  may also be
                                    earned if pre-tax  income  for 1996  exceeds
                                    $1.6 million.

                  5%                Restor's common stock is relisted on The 
                                    NASDAQ National Market System.

                  10%               Restor  achieves 25% internal  sales growth 
                                    during  calendar  1996 (i.e.  sales
                                    exceed $37.5 million).

                  15%               During   1996,   Restor   and  the   Company
                                    implement  management   information  systems
                                    that   provide   for  timely  and   accurate
                                    information,    a   streamlined    reporting
                                    process,   reports   that   meet  or  exceed
                                    internal and external customer expectations,
                                    and    efficient    integration    of    new
                                    acquisitions.

                  10%               The Company  increases  its gross sales in 
                                    calendar  1996 by 25% over the gross sales 
                                    of Comtech Sunrise, Inc. in calendar 1995.


<PAGE>

                  4.2      Insurance.

     (a) Life and Other Insurance. The Company shall, at its expense, provide or
arrange  for and  keep in  effect,  during  the  term of  Employee's  employment
hereunder,  so long as he is insurable,  such group term life insurance,  travel
accident,  accidental death and dismemberment  insurance and long and short term
disability insurance, or their equivalents, as is provided from time to time for
executives of Restor holding positions and responsibilities  comparable to those
of Employee.  

     (b) Medical Insurance.  During the term of Employee's employment hereunder,
the Company  shall,  at its expense,  provide or arrange for and keep in effect,
hospitalization,  major  medical and similar  medical and health  insurance  for
Employee and his family, to the same extent as is provided from time to time for
executives of Restor holding positions and responsibilities  comparable to those
of Employee.

                   4.3 Vacation.  Employee  shall be entitled to the same number
of days of paid  vacation  during each year of his  employment  hereunder  as is
allowed to other  executives of Restor  holding  positions and  responsibilities
comparable to those of Employee.

                   4.4  Retirement  Benefits.  During the term of his employment
hereunder,  Employee  shall  have the same right as other  executives  of Restor
holding  positions  and  responsibilities  comparable  to those of  Employee  to
participate in all  profit-sharing,  pension and other  retirement  plans as are
now, or as may hereafter be, established by Restor.

                   4.5  Out-of-Pocket  Expenses.  The  Company  shall  reimburse
Employee  for all  reasonable  out-of-pocket  expenses  incurred  by Employee in
connection  with the  performance of his duties  hereunder upon  presentation of
appropriate vouchers therefor.


     Section 5. Termination.

                  (a)  Termination  by  Employee.  Employee  may  terminate  his
employment  hereunder  (i) for "Good Reason" as defined in this Section 5(a), or
(ii) for "Health  Reasons" as defined in this Section 5(a). For purposes of this
Agreement  "Good Reason" shall mean (A) any assignment to Employee,  without his
consent,  of any duties materially  different from those contemplated by, or any
material  limitation  of the powers of Employee in any respect not  contemplated
by,  Section 2 hereof,  (B) any  removal  of  Employee  from or any  failure  to
re-elect Employee to any of the positions indicated in Section 2 hereof,  except
as permitted by Section 2 hereof or except in  connection  with  termination  of
Employee's  employment  for  Cause  or  Total  Disability,  (C) a  reduction  in
Employee's Base Salary,  or any other material  failure by the Company to comply
with Section 4 hereof,  (D) any  material  failure by the Company to comply with
subparagraph  (iii) of Section 3 hereof, or (E) failure of the Company to obtain
the  assumption  of the  agreement to perform  this  Agreement by a successor as
contemplated  in Section 7(a) hereof.  For purposes of this  Agreement,  "Health
Reasons"  shall mean if Employee's  health  should become  impaired to an extent
that makes the continued  performance of his duties  hereunder  hazardous to his
physical  or mental  health or his  life,  provided  that  Employee  shall  have
furnished the Company with a written  statement from a qualified  doctor to such
effect and provided, further, that at the Company's request and expense Employee
shall  submit to an  examination  by a doctor  selected  by the Company and such
doctor shall have concurred in the conclusion of Employee's doctor.

                  (b)  Notice of  Termination.  Any  termination  of  Employee's
employment  by the Company or by  Employee  (other  than  termination  for death
pursuant  to  subparagraph  (i) of Section 3) shall be  communicated  by written
Notice of Termination to the other party hereto. For purposes of this Agreement,
a "Notice of Termination"  shall mean a notice which shall indicate the specific
termination  provision  in this  Agreement  relied  upon and  shall set forth in
reasonable  detail  the facts and  circumstances  claimed to provide a basis for
termination of Employee's employment under the provision so indicated.

                  (c) Date of Termination.  "Date of Termination" shall mean (i)
if Employee's employment is terminated by his death, the date of his death, (ii)
if  Employee's  employment  is  terminated  for  Total  Disability  pursuant  to
subparagraph  (i) of  Section  3  hereof,  thirty  (30)  days  after  Notice  of
Termination  is given  (provided  that  Employee  shall not have returned to the
performance  of his duties on a  full-time  basis  during  such  thirty (30) day
period),  (iii) if Employee's  employment is  terminated  for Cause  pursuant to
subparagraph  (iii) of  Section 3 hereof,  the date  specified  in the Notice of
Termination,  and (iv) if  Employee's  employment  is  terminated  for any other
reason, the date on which a Notice of Termination is given;  provided,  however,
that,  in all  instances,  if  within  thirty  (30)  days  after  any  Notice of
Termination is given,  the party  receiving such Notice of Termination  notifies
the other party that a dispute exists  concerning the  termination,  the Date of
Termination shall be the date on which the dispute is finally determined, either
by mutual written agreement of the parties,  by a final judgment order or decree
of a court of  competent  jurisdiction  (the time for  appeal  therefrom  having
expired and no appeal having been perfected).


<PAGE>

                   (d) Exclusive  Provisions.  Employee may not be terminated by
the Company and Employee may not terminate his  employment  hereunder  except as
provided in this Section 5.

     Section 6. Compensation Upon Termination or During Disability.

                  (a) Upon Termination under Section 1. If Employee's employment
shall be terminated  upon the  expiration  of the term of this  Agreement as set
forth in Section 1 hereof,  the Company  shall pay Employee his full Base Salary
through the Date of Termination at the rate in effect at that time.

                  (b) In the Event of Death. If Employee's  employment  shall be
terminated  by reason of his death,  the Company  shall pay to such person as he
shall designate in a notice filed with the Company,  or, if no such person shall
be designated,  to his estate as a lump sum death benefit,  his full Base Salary
to the  date  of his  death  in  addition  to any  payments  Employee's  spouse,
beneficiaries  or estate may be entitled  to receive  pursuant to any pension or
employee  benefit plan or life  insurance  policy  presently  maintained  by the
Company,  and such payments  shall fully  discharge  the  Company's  obligations
hereunder.

                  (c) In the Event of  Physical  or Mental  Illness.  During any
period  that  Employee  fails to  perform  his duties  hereunder  as a result of
incapacity due to physical or mental illness, Employee shall continue to receive
his  full  Base  Salary  and  bonus  payments  until  Employee's  employment  is
terminated  for Total  Disability  pursuant  to  subparagraph  (i) of  Section 3
hereof, or until Employee  terminates his employment for Health Reasons pursuant
to  Subsection  5(a)(ii)  hereof,  whichever  first occurs.  After  termination,
Employee shall be paid 100% of his Base Salary at the rate in effect at the time
Notice of  Termination  is given less,  in each case,  any  disability  payments
otherwise  payable by or pursuant to plans  provided by the Company and actually
paid to Employee in substantially equal monthly  installments over the remaining
term hereof, and the Company shall have no further obligations to Employee under
this Agreement.

                  (d) Cause.  If Employee's  employment  shall be terminated for
Cause,  the Company shall pay Employee his full Base Salary  through the Date of
Termination at the rate in effect at the time Notice of Termination is given and
the Company shall have no further obligations to Employee under this Agreement.

                  (e) Wrongful  Termination or Termination by Executive for Good
Reason.  If (A) in  breach  of  this  Agreement,  the  Company  shall  terminate
Employee's  employment  other than in the manner  allowed  pursuant to Section 3
hereof (a purported  termination  pursuant to Section 3 hereof which is disputed
and finally  determined  not to have been proper shall be a  termination  by the
Company  in  breach of this  Agreement)  or (B)  Employee  shall  terminate  his
employment for Good Reason, then:

                  (i) the  Company  shall  pay  Employee  his full  Base  Salary
through  the Date of  Termination  at the rate in effect  at the time  Notice of
Termination is given and the amount, if any, with respect to any year then ended
which  pursuant  to the Plan would have  accrued to Employee on the basis of the
Company's performance but which has not yet been paid to him; and

                  (ii) in lieu of any further  salary  payments to Employee  for
periods  subsequent  to the  Date  of  Termination,  the  Company  shall  pay as
severance pay to Employee in substantially equal monthly  installments until the
third anniversary of the Effective Date an amount equal to the product of (A) an
amount  equal to the sum of (i) the annual Base  Salary at the  highest  rate in
effect  during  the  twelve  (12)  months  immediately  preceding  the  Date  of
Termination plus (ii) the highest annual bonus payments paid or accrued pursuant
to this Agreement, multiplied by (B) a fraction, the numerator of which shall be
the number of whole  months  remaining  and the  denominator  of which  shall be
twelve (12); and

                  (iii) all stock options  granted to the Employee under Section
4.1(c) hereof shall become immediately  exercisable and shall become immediately
vested,  provided that any options  granted under subpart (ii) of Section 4.1(c)
shall vest and become  exercisable  hereunder  only upon the  occurrence  of the
events (and in the amounts) set forth therein.

                  (f) Mitigation. Employee shall not be required to mitigate the
amount of any payment provided for in this Section 6 by seeking other employment
or otherwise, nor shall the amount of any payment provided for in this Section 6
be reduced by any compensation earned by Employee as the result of employment by
another employer after the Date of Termination.


<PAGE>

     Section 7. Successors; Binding Agreement.

                  (a)  Successor  Companies.   The  Company  shall  require  any
successor  (whether direct or indirect,  by purchase,  merger,  consolidation or
otherwise)  to all or  substantially  all of the business  and/or  assets of the
Company, by agreement in form and substance reasonably satisfactory to Employee,
to expressly  assume and agree to perform this  Agreement in the same manner and
to the same extent  that the Company  would be required to perform it if no such
succession  had taken  place.  Failure of the Company to obtain  such  agreement
prior to the  effectiveness  of any such  succession  shall be a breach  of this
Agreement and shall  entitle  Employee to  compensation  from the Company in the
same  amount and on the same terms as he would be entitled  to  hereunder  if he
terminated  his  employment  for  Good  Reason,  except  that  for  purposes  of
implementing  the  foregoing,  the date on which  any  such  succession  becomes
effective  shall be deemed the Date of  Termination.  As used in this Agreement,
"Company"  shall mean the Company as  hereinbefore  defined and any successor to
its  business  and/or  assets as  aforesaid  which  executes  and  delivers  the
Agreement  provided for in this Section 7(a) or which otherwise becomes bound by
all the terms and provisions of this Agreement by operation of law.

                  (b)  Executive's  Estate and  Heirs.  This  Agreement  and all
rights of Employee hereunder shall inure to the benefit of and be enforceable by
Employee's  personal  or  legal  representatives,   executors,   administrators,
successors,  heirs, distributees,  devisees and legatees. If Employee should die
while any amounts would still be payable to him hereunder if he had continued to
live,  all such amounts,  unless  otherwise  provided  herein,  shall be paid in
accordance with the terms of this Agreement to Employee's  devisee,  legatee, or
other designee or, if there be no such designee, to Employee's estate.


     Section 8. Miscellaneous.

                  8.1 Binding Effect.  This Agreement shall inure to the benefit
of and shall be binding  upon  Employee,  his  executor,  administrator,  heirs,
personal  representatives  and assigns,  and upon the Company and its successors
and assigns; provided,  however, that the obligations and duties of Employee may
not be assigned or delegated.

                  8.2 Governing Law. This Agreement shall be deemed to be made 
in, and in all respects shall be interpreted, construed and governed by and
in accordance with, the laws of the State of Delaware,  without giving effect to
principles of conflicts of laws.

                  8.3 Invalid  Provisions.  The parties herein hereby agree that
the  agreements,  provisions  and  covenants  contained  in this  Agreement  are
severable and divisible,  that none of such agreements,  provisions or covenants
depends upon any other provision,  agreement or covenant for its enforceability,
and that each such agreement, provision and covenants constitutes an enforceable
obligation  between the Company and Employee.  Consequently,  the parties hereto
agree that neither the  invalidity  nor the  unenforceability  of any agreement,
provision  or  covenant of this  Agreement  shall  affect the other  agreements,
provisions or covenants  hereof,  and this Agreement  shall remain in full force
and effect and be construed in all respects as if such invalid or  unenforceable
agreement, provision or covenant were omitted.

                  8.4 Headings.  The section and paragraph headings contained in
this  Agreement are for reference  purposes only and shall not affect in any way
the meaning or interpretation of this Agreement.

                  8.5 Notices.  All communications  provided for hereunder shall
be in  writing  and  shall be  deemed to be given  when  delivered  in person or
deposited  in the United  States  mail,  first class,  registered  mail,  return
receipt requested, with proper postage prepaid, and

                           (a)      If to Employee, addressed to:

                                    Mr. Michael R. Joe
                                    1445 Alpine Court
                                    Tracy, California  95376

                           (b)      If to the Company or Restor, addressed to:

                                    [Name of addressee]
                                    4501 Vineland Road
                                    Orlando, Florida  32811
                                    Attn:  Vice President and Chief Financial
                                           Officer

or at such other place or places or to such other  person or persons as shall be
designated  in writing by the parties  hereto in the manner  provided  above for
notices.


<PAGE>

                  8.6  Counterparts.  This  Agreement  may be executed in one or
more  counterparts,  each of which shall be deemed to be an original  but all of
which together shall constitute one and the same instrument.

                  8.7 Waiver of Breach. The waiver by the Company of a breach of
any  provision,  agreement or covenant of this  Agreement by Employee  shall not
operate or be  construed  as a waiver of any prior or  subsequent  breach of the
same or any other provision, agreement or covenant by Employee.

                  8.8  Entire  Agreement.  This  Agreement  is  intended  by the
parties hereto to be the final expression of their agreement with respect to the
subject  matter  hereof and is the  complete  and  exclusive  statement  thereof
notwithstanding  any  representation  or statements  to the contrary  heretofore
made;  provided,  however,  that  nothing  herein  shall  affect the validity of
Section 5.7 or 5.8 of the Merger Agreement.  This Agreement may be modified only
by a written instrument signed by each of the parties hereto.

                   8.9  Attorneys'  Fees. If any party to this  Agreement  shall
bring any action, suit, counterclaim,  appeal, arbitration, or mediation for any
relief against the other,  declaratory or otherwise, to enforce the terms hereof
or to declare rights  hereunder  (collectively,  an "Action"),  the losing party
shall pay to the prevailing party a reasonable sum for attorneys' fees and costs
(at the prevailing  party's attorneys'  then-prevailing  rates as increased from
time to time by the giving of  advance  written  notice by such  counsel to such
party)  incurred in bringing and  prosecuting  such Action and/or  enforcing any
judgment, order, ruling, or award (collectively,  a "Decision") granted therein,
all of which shall be deemed to have accrued on the  commencement of such Action
and shall be paid whether or not such Action is  prosecuted  to a Decision.  Any
Decision entered in such Action shall contain a specific provision providing for
the recovery of attorneys'  fees and costs  incurred in enforcing such Decision.
The court or  arbitrator  may fix the amount of reasonable  attorneys'  fees and
costs on the  request  of either  party.  For the  purposes  of this  paragraph,
attorneys'  fees  shall  include,  without  limitation,  fees  incurred  in  the
following:  (1)  post-judgment  motions and  collection  actions;  (2)  contempt
proceedings; (3) garnishment, levy, and debtor and third party examinations; (4)
discovery; and (5) bankruptcy litigation.  "Prevailing party" within the meaning
of this paragraph includes, without limitation, a party who agrees to dismiss an
Action on the other party's  payment of the sums allegedly due or performance of
the covenants allegedly breached, or who obtains substantially the relief sought
by it.


         IN WITNESS  WHEREOF,  Employee has  executed  this  Agreement,  and the
Company has caused this  Agreement  to be duly  executed by its duly  authorized
officers and has caused its proper corporate seal to be affixed hereto,  and the
parties  have caused this  Agreement  to be  delivered,  all on the day and year
first written above.



                                             ------------------------------
                                             MICHAEL R. JOE

                                             

                                             RESTOR-COMTECH, INC.

                                             [CORPORATE SEAL] 

                                             By:     _____________________
                                             Its:    _____________________
                                             Attest:____________________

<PAGE>

EXHIBIT NO. 6.2(j)

                                 June 18, 1996



Restor Industries, Inc.
4501 Vineland Road
Orlando, Florida  32811

Gentlemen:

          1.  Reference  is made to that  certain  Agreement  and Plan of Merger
dated as of April 22, 1996, between and among Restor Industries,  Inc. ("Restor"
or the "Company"),  Restor Comtech,  Inc. ("Merger Sub"), Comtech Sunrise,  Inc.
("Comtech")  and certain  other  parties (the "Merger  Agreement"),  pursuant to
which Comtech will be merged with and into Merger Sub, a wholly-owned subsidiary
of Restor (the "Merger").

         2. As an inducement to Restor to effect the Merger and as  contemplated
by the Merger Agreement,  the undersigned  (sometimes hereinafter referred to as
"Seller") hereby agrees that, until the 180th day following the date hereof, the
undersigned  will not,  without  Restor's prior written  consent,  offer,  sell,
contract to sell or otherwise dispose of, directly or indirectly,  any shares of
Restor common stock, $.01 par value per share (the "Restor  Shares"),  issued to
the undersigned in connection with the Merger or any security  convertible  into
or  exchangeable  or exercisable  therefor,  either  publicly or privately.  The
undersigned  further agrees that Restor may note such  restrictions on the books
and records of Restor relative to stock transfers.  The provisions  hereof shall
be  binding  upon  the  undersigned  and  the  assigns,   heirs,   and  personal
representatives of the undersigned.

          3. In  connection  with the  undersigned's  acquisition  of the Restor
Shares, the undersigned hereby represents and warrants to Restor as follows:

          (a) The Seller has  sufficient  knowledge and  experience in financial
and  business  matters  to be able to  evaluate  the  risks  and  merits  of the
investment  represented  by the  Restor  Shares.  The  Seller is aware  that the
business of the Company involves significant and material economic variables and
risks that could adversely affect the Seller's  investment in the Restor Shares.
The Seller is able to bear the economic risks of such investment,  including the
risk of losing all of such investment,  and the Seller has no need for liquidity
with  respect  to such  investment.  The  Seller is a  resident  of the State of
___________ and is over twenty-one years of age.

         (b) The Seller  understands  that no prospectus,  offering  circular or
other offering statement containing  information with respect to the Company and
the Restor Shares or with respect to the Company's  business is being issued and
the Seller has made its own inquiry and  analysis  with  respect to the Company,
the Restor Shares,  the Company's  business and other material factors affecting
the investment in the Restor Shares.

         (c) The  Restor  Shares  were not  offered  to the  Seller  by means of
publicly  disseminated  advertisements  or sales  literature,  or as a part of a
general  solicitation,  nor is the  Seller  aware  of any  offers  made to other
persons by such means. The Seller  acknowledges that it has either been supplied
with or has had  access to  information  to which a  reasonable  investor  would
attach  significance  in  making  an  investment  decision,  including,  without
limitation,  copies of the Company's Prospectus dated December 18, 1995 included
in its Registration Statement on Form S-3 (Registration No. 33-80053) filed with
the Securities and Exchange Commission on December 6, 1995, the Company's Annual
Report on Form 10-K for the year ended  December  31,  1995,  and the  Company's
Preliminary Proxy Statement for the Annual Meeting of Stockholders to be held on
May 26, 1996, and a description of the Company's  capital stock (attached hereto
as Exhibit 1 and incorporated herein by this reference),  and the Seller has had
the  opportunity  to  ask  questions  and  receive  answers  from  knowledgeable
individuals  concerning the Company,  its business and the Restor Shares so that
as a reasonable investor,  the Seller has been able to make an informed decision
with respect to the purchase of the Restor Shares.

         (d) In determining to acquire the Restor Shares,  the Seller has relied
solely on the results of Seller's own independent  investigation with respect to
the Restor Shares,  the Company and upon the  representations  and statements of
the Company set forth herein and in the Merger Agreement.  Such  representations
and statements by the Company constitute the sole and exclusive representations,
warranties,  covenants  and  statements  of the Company or any of its  officers,
directors,  stockholders  or other  affiliates to the Seller in connection  with
this investment,  and the Seller  understands,  acknowledges and agrees that all
other  representations,  warranties,  covenants  and  statements  of any kind or
nature,  whether oral or contained in any writing other than this  Agreement and
in the Merger Agreement are specifically disclaimed by the Company.

<PAGE>


         (e) The Seller  understands (i) that the Restor Shares are being issued
in reliance upon the exemption from  registration  provided by Section  3(a)(10)
under the  Securities Act and are not being  registered  under the securities or
Blue Sky laws and regulations of any state and (ii) cannot be sold,  transferred
or  otherwise  disposed  of except in  accordance  with the  Securities  Act and
applicable state securities or Blue Sky laws.

                                                  
                                                  Sincerely,



                                                  ------------------------------
                                                  Name of Shareholder


                                                  ------------------------------
                                                  Signature


<PAGE>

Exhibit 23.1



               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



We hereby consent to the  incorporation by reference of our report dated May 23,
1996  relating  to the  financial  statements  of Comtech  Sunrise,  Inc. in the
Prospectus   constituting  part  of  Restor  Industries,   Inc.'s   Registration
Statements  on Forms S-3 and S-8. We also  consent to the  reference to us under
the heading "Experts" in each such Prospectus.



/s/ Tedder, Grimsley & Company, P.A.
- ------------------------------------
Tedder, Grimsley & Company, P.A.
June 18, 1996



<PAGE>

EXHIBIT NO. 99


[GRAPHIC OMITTED] RESTOR                   NEWS RELEASE
                  INDUSTRIES, INC.

                                SUMMARY:   RESTOR INDUSTRIES, INC. AGREES TO
                                           ACQUIRE COMTECH SUNRISE, INC.

                                CONTACT:   Steven A. Odom   Chairman & CEO
                                           Hensley E. West  President & COO
                                           Mark A. Gergel   Vice President & CFO
                                           (407) 843-7031
  FOR IMMEDIATE RELEASE

  ORLANDO,  FLORIDA -- FEBRUARY  22, 1996 -- RESTOR  INDUSTRIES,  INC.  (NASDAQ:
  REST),  announced  today it has executed a letter of intent to acquire Comtech
  Sunrise,  Inc.  ("Sunrise") for a combination of cash and Restor common stock.
  Sunrise,  based in Livermore,  California,  designs,  manufactures and markets
  intelligent  telecommunications  products  under  the trade  names of  Sunrise
  Technology  and Sunrise  Sierra.  The  transaction  is subject to, among other
  things,   the   satisfactory   completion  by  Restor  of  its  due  diligence
  investigation  of Sunrise and the  preparation  and  execution of a definitive
  agreement by March 20, 1996.

  Hensley E. West,  President and Chief Operating Officer said, "The acquisition
  of Sunrise is in line with our strategy to expand Restor's products,  services
  and technical expertise in order to provide  comprehensive product and service
  solutions to an increasing  number of companies  offering  telecommunications,
  data and video services. Sunrise designs, manufactures and markets intelligent
  T1 multiplexers,  digital loop carriers and other access intelligent equipment
  to telephone  companies and large  private  network  carriers.  In addition to
  voice and data  products,  Sunrise  also sells  specialized  multiplexers  and
  access  devices to the military and telemetry  market place and designs custom
  interfaces for unique telecommunications applications".

  "We are pleased that Michael Joe, President and CEO of Sunrise,  and his staff
  of industry  professionals  will continue to manage  Sunrise as a wholly-owned
  subsidiary of Restor. Sunrise began operations in 1988, and sold approximately
  $3  million  of  products  and  services  in its latest  fiscal  year.  We are
  optimistic that Restor's financial strength, extensive U.S. and Latin American
  telecommunications   customer  base,  large  inventory  of  telecommunications
  switching  and wireless  transmission  equipment and broad range of electronic
  manufacturing and repair services will complement  Sunrise's existing business
  and provide  additional growth and profit  improvement  opportunities for both
  companies.  As a result of the acquisition,  Mr. Joe will become a stockholder
  in Restor and will play a key role in supporting  Restor's  overall  strategic
  and financial objectives".

  Restor  Industries,  Inc. is a value-added  provider of low cost, high quality
  systems, products and services to the global  telecommunications  marketplace.
  The Company's  products and services  include the sale of telephone  switching
  systems and related circuit boards; manufacture, sale, installation and repair
  of   wireless   data  and  video   communications   systems   and   equipment;
  refurbishment, repair and upgrade of telecommunications equipment and the sale
  of  related  parts;   and  contract   manufacturing   of  circuit  boards  and
  electro-mechanical  assemblies.  The  Company  conducts  its  operations  from
  facilities in Orlando, Florida; Lakeland,  Florida; Dallas, Texas; Scottsdale,
  Arizona and South Bend, Indiana.
[{"type": "8-K", "sequence": "1", "description": "FORM 8K-COMTECH SUNRISE ACQUISITION", "secsgml_size_bytes": 315656}]
{"company-data": {"conformed-name": "RESTOR INDUSTRIES INC", "cik": "0000876279", "assigned-sic": "7600", "irs-number": "650044209", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-19998", "film-number": "96582986"}, "business-address": {"street1": "4501 VINELAND RD", "city": "ORLANDO", "state": "FL", "zip": "32811", "phone": "4078437031"}, "mail-address": {"street1": "4501 VINELAND RD", "city": "ORLANDO", "state": "FL", "zip": "32811"}}
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):    June 18, 1996

                             Restor Industries, Inc.
             (Exact name of registrant as specified in its charter)

       Delaware               0-19998                 65-0044209
    (State or other   (Commission File Number)  (IRS Employer Identification
    jurisdiction of                                        Number)
    incorporation)

    4501 Vineland Road, Orlando, Florida                 32811
  (Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code: (407) 843-7031
                                                   ----------------
Item 2. Acquisition or Disposition of Assets

On June 18, 1996, Restor-Comtech,  Inc. ("Acquisition"),  a Delaware corporation
and wholly-owned  subsidiary of Restor  Industries,  Inc. (the  "Company"),  and
Comtech Sunrise,  Inc., a California corporation  ("Comtech"),  merged under the
terms and  conditions  of a Merger  Agreement  by and between  Acquisition,  the
Company,   Comtech   and   certain  of  the   shareholders   of   Comtech   (the
"Shareholders").  Pursuant to the Merger Agreement attached hereto as Exhibit 2,
Comtech, a Livermore,  California-based company which designs,  manufactures and
markets  transmission  and access  telecommunications  products  under the trade
names of  Sunrise  Technology  and  Sunrise  Sierra,  was  merged  with and into
Acquisition with Acquisition as the surviving corporation.

Pursuant to the Merger,  all of the issued and outstanding shares of the capital
stock of Comtech  were  converted  into the right to receive (i) an aggregate of
597,246 shares of the Company's $.01 par value common stock ("Common Stock"), of
which 211,765 shares are subject to the terms of the Escrow  Agreement  attached
as  exhibit  2.1(b)  to the  Merger  Agreement;  plus  (ii) an  amount  equal to
Eighty-Eight  Thousand Dollars  ($88,000);  plus (iii) the Shareholders have the
right to receive  additional  consideration in the form of cash, or Common Stock
at the option of the Company,  not to exceed One Million Eight Hundred  Thousand
Dollars ($1,800,000) in the aggregate, as set forth in the Merger Agreement (the
"Additional  Consideration"),  payable in three  installments not to exceed Five
Hundred  Thousand  ($500,000) on February 15, 1997,  Six Hundred Fifty  Thousand
($650,000)  on February 15, 1998 and Six Hundred  Fifty  Thousand  ($650,000) on
February 15, 1999, provided that Acquisition's Pre-Tax Net Income, as defined in
the Merger Agreement,  equals or exceeds certain predefined levels for the three
performance  periods January 1, 1996 to and including December 31, 1996; January
1, 1997 to and including  December 31, 1997 and January 1, 1998 to and including
December  31,  1998.  If the Pre-Tax  Net Income  levels are not  obtained,  the
Additional  Consideration  will be reduced as set forth in the Merger Agreement.
Other conditions to the payment of the Additional Consideration are set forth in
the Merger Agreement.  Michael Joe,  President of Comtech,  also entered into an
employment agreement with Acquisition, a copy of which is attached to the Merger
Agreement as exhibit 6.2(h).

The  Consideration  for the Merger was  determined  as a result of  negotiations
between the Company and Comtech and was  approved by the boards of  directors of
the Company,  Acquisition and Comtech. The Company presently intends to fund the
Additional Consideration out of working capital (if paid in cash) at the time it
becomes  payable.  Prior  to the  Merger,  neither  the  Company  nor any of its
affiliates,  directors or officers,  nor any  associate of any such  director or
officer had any relationship with Comtech or any of its shareholders.

The description  contained  herein of the Merger is qualified in its entirety by
reference  to the Merger  Agreement  and the Press  Release,  which are attached
hereto as Exhibits 2 and 99, respectively, and incorporated herein by reference.
Item 7. Financial Statements, Proforma Financial Information and Exhibits

Item 7(a). Financial Statements

Included in this Report are the  financial  statements of Comtech as of December
31, 1995 and the year then ended. Such financial statements have been audited by
Tedder,  Grimsley & Company,  P.A.,  Independent  Certified Public  Accountants,
whose opinion thereon is also included herein.

The results of Comtech were  included in the  Company's  consolidated  financial
statements from January 1, 1996, its effective date of acquisition.
COMTECH SUNRISE, INC.

                              FINANCIAL STATEMENTS

                          Year Ending December 31, 1995
TABLE OF CONTENTS

                                                                       Page No.

INDEPENDENT AUDITOR'S REPORT..................................................1

FINANCIAL STATEMENTS

  Balance Sheet...............................................................2
  
  Statement of Income.........................................................3

  Statement of Stockholders' Equity...........................................4

  Statement of Cash Flows.....................................................5

  Notes to Financial Statements...............................................6
Independent Auditor's Report

To the Board of Directors
Comtech Sunrise, Inc.
Livermore, California

We have  audited the  accompanying  balance  sheet of Comtech  Sunrise,  Inc. (a
California  corporation) as of December 31, 1995, and the related  statements of
income,  stockholders'  equity  and cash  flows for the year then  ended.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Comtech Sunrise,  Inc. as of
December 31, 1995,  and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.

/s/ Tedder, Grimsley & Company, P.A.

Tedder, Grimsley & Company, P.A.
May 23, 1996
COMTECH SUNRISE, INC.
BALANCE SHEET
December 31, 1995

ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                        $    806,907
  Accounts receivable (net of allowance
    for doubtful accounts of $28,884)                                   175,547
  Notes receivable                                                       17,237
  Inventory                                                             421,576
  Prepaid expenses                                                        2,913
                                                                   ------------
                                        TOTAL CURRENT ASSETS          1,424,180

EQUIPMENT - net                                                          27,096

OTHER ASSETS
  Investment                                                             15,000
  Notes receivable                                                       10,964
  Deposits                                                               10,500
                                                                   ------------
                                                                         36,464
                                                                   ------------
                                                                   $  1,487,740
                                                                   ============

LIABILITIES AND STOCKHOLDERS' EQUITY                                  

CURRENT LIABILITIES
  Loan from stockholder                                         $        55,371
  Accounts payable                                                      151,220
  Accrued liabilities                                                   167,344
  Income taxes payable                                                  138,498
                                                                   ------------
                                       TOTAL CURRENT LIABILITIES        512,433

STOCKHOLDERS' EQUITY
  Common stock                                                          317,467
  Retained earnings                                                     657,840
                                                                   ------------
                                                                        975,307
                                                                   ------------
                                                                   $  1,487,740
                                                                   ============

                                                                 

See accompanying notes to financial statements.
COMTECH SUNRISE, INC.
STATEMENT OF INCOME
For the Year Ended December 31, 1995

SALES                                                              $  3,610,412

COST OF SALES                                                         2,292,796
                                                                   ------------
                                                    GROSS PROFIT      1,317,616

OPERATING EXPENSES                                                      959,052
                                                                   ------------

                                          INCOME FROM OPERATIONS        358,564

OTHER INCOME                                                             22,362

INTEREST EXPENSE                                                         (7,516)
                                                                   ------------
                                             INCOME BEFORE TAXES        373,410

PROVISION FOR INCOME TAXES                                              141,104
                                                                   ------------
                                                      NET INCOME   $    232,306
                                                                   ============

See accompanying notes to financial statements.
COMTECH SUNRISE, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
For the Year Ended December 31, 1995

                                                  Common Stock         Retained
                                               Number     Amount       Earnings

Balance, December 31, 1994                   2,275,620  $  303,467   $  425,534

Issuance of shares                             500,000      14,000          -

Net income                                         -           -        232,306
                                             ---------  ----------   ----------

Balance, December 31, 1995                   2,775,620  $  317,467   $  657,840
                                             =========  ==========   ==========

See accompanying notes to financial statements.
COMTECH SUNRISE, INC.
STATEMENT OF CASH FLOWS
For the Year Ended December 31, 1995

CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                        $   232,306
  Adjustments to reconcile net income
    to net cash provided by operating
    activities:
      Depreciation                                                       14,625
      Provision for warranties                                           30,000
      Provision for bad debts                                            11,104
 (Increase) Decrease in:
    Accounts receivable                                                 163,684
    Inventory                                                          (104,726)
  Increase (Decrease) in:
    Accounts payable                                                       (821)
    Accrued liabilities                                                  50,866
    Income taxes                                                         98,150
                                                                     ----------
                                     NET CASH AND CASH EQUIVALENTS
                                  PROVIDED BY OPERATING ACTIVITIES      495,188

CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of equipment                                               (6,565)
  Collections on notes receivable                                        30,429
  New notes issued                                                      (35,416)
                                                                     ----------
                                     NET CASH AND CASH EQUIVALENTS
                                      USED BY INVESTING ACTIVITIES      (11,552)

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from sale of stock                                            14,000
  Payment of accrued dividends                                          (18,000)
                                                                     ----------
                                     NET CASH AND CASH EQUIVALENTS
                                      USED BY FINANCING ACTIVITIES       (4,000)
                                                                     ----------
                                              NET INCREASE IN CASH
                                              AND CASH EQUIVALENTS      479,636

CASH AND CASH EQUIVALENTS, beginning of year                            327,271
                                                                     ----------

CASH AND CASH EQUIVALENTS, end of year                               $  806,907
                                                                     ==========

SUPPLEMENTAL DISCLOSURES:
  Interest paid                                                      $    8,446
                                                                     ==========
  Income taxes paid                                                  $   42,954
                                                                     ==========

See accompanying notes to financial statements.
COMTECH SUNRISE, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1995

NOTE A - SUMMARY OF SIGNIFICANT  ACCOUNTING POLICIES 

     Comtech Sunrise, Inc. was incorporated in the State of California on August
23, 1988. In August of 1994, the Company acquired Tradewinds Technology, Inc. by
trading shares of Comtech Sunrise, Inc. for the outstanding shares of Tradewinds
Technology,  Inc. Just prior to the  acquisition,  Tradewinds  Technology,  Inc.
acquired  some of the  stock  from the  shareholders  and  declared  an  $18,000
dividend.  These  liabilities  were  settled in 1995.  In July of 1995,  Comtech
Sunrise,  Inc. acquired Sierra  Transmission  Systems,  Inc. by trading stock of
Comtech Sunrise,  Inc. for all of the outstanding shares of Sierra  Transmission
Systems,  Inc. The  financial  statements  reflect the  operations as if Comtech
Sunrise,  Inc. had acquired Sierra Transmission  Systems,  Inc. as of January 1,
1995. Comtech Sunrise,  Inc. (the "Company")  produces and sells  communications
equipment  from their  facility  located  in  Livermore,  California.  The sales
operations  are conducted  throughout the United States as well as other foreign
countries. 

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.  The significant estimates and
assumptions are explained below.

Basis of Accounting

The  Company  prepares  its  financial  statements  using the  accrual  basis of
accounting.

Cash and Cash Equivalents

For purposes of financial presentation,  the Company considers all highly liquid
debt  instruments  purchased  with a maturity of three months or less to be cash
equivalents.
COMTECH SUNRISE, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1995

Inventory

Inventories  are  stated  at the  lower of cost or  market  using  the  first-in
first-out method.

Equipment

Equipment  is stated at cost.  Expenditures  for  maintenance  and  repairs  are
expensed as incurred.

Depreciation has been provided using the straight-line method over the estimated
useful lives of the assets as follows:

                  Equipment                                5 years
                  Furniture and office equipment           5 years

Income Taxes

The  Company has accrued  federal  and state  income  taxes based on its current
income. There are no significant differences between income for tax purposes and
financial reporting purposes.

NOTE B - INVESTMENTS

Long-term investments consists of 25,000 shares in Netra, Inc. In March of 1996,
Netra, Inc. was merged with DTS Acquisition  Corporation (DTS) at which time the
Company  received  7,463 shares of common stock of DTS.  Management  expects the
stock to begin trading on the open market within one year of the merger.

NOTE C - NOTES RECEIVABLE

Notes  receivable  consist of unsecured  loans to employees  that carry interest
between 9% and 12%. Payments are deducted from the employee  paychecks and range
from $45 to $138 every two weeks.

NOTE D - INVENTORY

Inventory consists of completed data  communications  equipment and raw material
to manufacture the equipment.

Inventory is stated at the lower of cost or market using the first-in  first-out
method.
COMTECH SUNRISE, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1995

Inventory at December 31, 1995 consists of:

                           Completed                                 $  185,028
                           Raw material                                 236,548
                                                                     ----------
                                                                     $  421,576
                                                                     ==========

NOTE E - EQUIPMENT

Equipment at December 31, 1995 consists of the following:

                  Equipment                                          $   93,591
                  Office furniture and equipment                         15,245
                                                                     ----------
                                                                        108,836
                  Less accumulated depreciation                         (81,740)
                                                                     ----------
                                                                     $   27,096
                                                                     ==========

NOTE F - LOAN FROM STOCKHOLDER

The Company  borrowed  $75,000 from a stockholder  in August,  1991. The note is
unsecured  and  carries  interest  at 12% per  annum.  The  note was paid off in
February of 1996.

NOTE G - STOCKHOLDER'S EQUITY

The Company has  authorized  5,000,000  shares of no par common stock,  of which
2,775,620 shares were issued and outstanding as of December 31, 1995.

The Company has issued  various  stock  options to its  employees.  However,  as
described in Note I, all of the outstanding shares in Comtech Sunrise, Inc. will
be acquired by Restor-Comtech Inc. According to the terms of that agreement, the
stock options are limited to 426,507 shares at a total value of $9,000.

NOTE H - OPERATING LEASE

The Company leases its facility under an operating  lease.  The lease  agreement
expires December 31, 1998. Lease expense was $86,400 for the year ended December
31, 1995.  Minimum lease  obligations  for future periods are as follows:  1996,
$91,200; 1997, $96,000; 1998, $96,000.
COMTECH SUNRISE, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1995

NOTE I - SUBSEQUENT EVENTS

On February 21, 1996, the  shareholders  entered into a letter of intent to sell
all of their stock in the  Company to  Restor-Comtech,  Inc.,  a  subsidiary  of
Restor  Industries,  Inc. On April 22,  1996, a  definitive  agreement,  plan of
merger  and  irrevocable   proxies  were  executed  by  the  shareholders.   The
consummation of the merger is expected to occur in June 1996,  after a mandatory
registration process is completed in the State of California.

NOTE J - CREDIT RISK AND CONCENTRATIONS

The Company had 2 major customers  during the year which  constituted  41.45% of
total sales.
Item 7(b). Pro Forma Financial Information

In May 1995,  the Company  acquired AIT, Inc.  ("AIT"),  a provider of switching
systems,  add-on  frames and related  circuit  boards to the  telecommunications
industry.  In October 1995, the Company  acquired  Westec  Communications,  Inc.
("Westec"),  a provider  of wireless  systems  and repair  services to the cable
television and telecommunications industries. The results of operations for both
AIT and Westec were included in the Company's  consolidated financial statements
from their respective dates of acquisition.

The  acquisition of Comtech has been accounted for using the purchase  method of
accounting.  The pro forma  consolidated  statements of operations for the years
ended December 31, 1995 and 1994 reflect the  acquisitions  of Comtech,  AIT and
Westec  as if they had been  completed  as of  January  1,  1994.  No pro  forma
condensed  balance  sheet  has  been  presented  herein  because  the  Company's
consolidated  balance  sheet as of March 31, 1996,  as reported in the Company's
Form 10-Q for the quarter ended March 31, 1996, reflects all three acquisitions.

The pro forma data does not purport to be  indicative of the results which would
actually have been reported if the three acquisitions had occurred on such dates
or which may be  reported  in the  future.  The pro forma data should be read in
conjunction  with  the  historical  consolidated  financial  statements  of  the
Company,  the financial  statements of Comtech,  AIT and Westec, and the related
notes thereto.
World Access, Inc. and Subsidiaries

Unaudited Pro Forma Statements of Operations

Year Ended December 31, 1995
RESTOR           (A)          (B)           (C)         PRO FORMA      PRO FORMA
                              HISTORICAL         AIT         WESTEC       COMTECH      ADJUSTMENTS      COMBINED
                             ------------   -----------   -----------   -----------    -----------    ------------
Sales of products           $ 17,383,904   $ 2,030,559   $   787,833   $ 3,323,671    $  (85,511)(D) $ 23,440,456
 Service revenues              12,754,585                   1,618,653       286,741                     14,659,979
                             ------------   -----------   -----------   -----------    -----------    ------------
    Total Sales                30,138,489     2,030,559     2,406,486     3,610,412       (85,511)      38,100,435

 Cost of products sold         12,657,218     1,455,293       677,447     2,147,626       (29,296)(D)   16,908,288
 Cost of services              11,118,411                     744,300       172,045         2,004 (D)   12,036,760
                             ------------   -----------   -----------   -----------    -----------    ------------
    Total Costs of Sales       23,775,629     1,455,293     1,421,747     2,319,671       (27,292)      28,945,048
                             ------------   -----------   -----------   -----------    -----------    ------------
    Gross Profit                6,362,860       575,266       984,739     1,290,741       (58,219)       9,155,387

 Engineering and development      577,299                                   137,750                        715,049
 Selling, general and adminis   3,124,559       484,418       454,089       794,427                      4,857,493
 Amortization of goodwill         157,394                                                 255,179 (E)      412,573
 Special charges                  980,000                                                                  980,000
                             ------------   -----------   -----------   -----------    -----------    ------------
    Total Costs and Expenses    4,839,252       484,418       454,089       932,177       255,179        6,965,115
                             ------------   -----------   -----------   -----------    -----------    ------------
    Operating Income (Loss)     1,523,608        90,848       530,650       358,564      (313,398)       2,190,272

 Interest expense                 493,797        11,840           897         7,516       119,450 (F)      633,500
 Interest and other income       (142,632)       (2,121)      (10,479)      (22,362)      (20,250)(G)     (197,844)
                             ------------   -----------   -----------   -----------    -----------    ------------
    Net Income (Loss)           1,172,443        81,129       540,232       373,410      (412,598)       1,754,616
                             ============   ===========   ===========   ===========    ===========    ============

Net Income Per Common Share           .12                                                                     0.17 (H)
                             ============                                                              ===========
Wted Avg Shs                    9,083,260                                                               10,435,386 (H)
                             ============                                                              ===========
Notes to Unaudited Pro Forma Statement of Operations

 (A) Represents results of AIT for the 4.5 month period 1/1/95 to 5/16/95.

 (B) Represents results of Westec for the nine months ended 9/30/95.

 (C) Represents results of Comtech for the year ended 12/31/95.

 (D) Represents  elimination  of  intercompany  shipments  and  adjustment to
     depreciation  expense based on estimated fair values of assets  acquired
     and useful lives assigned.

 (E) Represents  adjustment  to amortize the excess of cost over the net assets
     acquired.

 (F) Adjustment  for  estimated  interest  expense  the  Company  would  have
     incurred had it borrowed  the cash paid to  shareholders  of  businesses
     acquired.

 (G) Represents  adjustment  to interest  income  related to $1.3  million note
     receivable from the former shareholder of AIT.

 (H) Includes  shares of Company  common stock  issued to the  shareholders  of
     businesses acquired.
World Access, Inc. and Subsidiaries

Unaudited Pro Forma Statements of Operations

Year Ended December 31, 1994
RESTOR           (A)            (B)            (C)          PRO FORMA      PRO FORMA
                              HISTORICAL        AIT           WESTEC        COMTECH        ADJUSTMENTS      COMBINED
                             ------------    -----------    -----------    -----------     -----------    ------------
Sales of products           $  2,776,094    $ 5,612,469    $   368,620    $ 2,842,381     $  (76,433)(D) $ 11,523,131
 Service revenues              12,507,302                     2,159,911        247,163                      14,914,376
                             ------------    -----------    -----------    -----------     -----------    ------------
    Total Sales                15,283,396      5,612,469      2,528,531      3,089,544        (76,433)      26,437,507
                    
 Cost of products sold          2,195,588      4,076,362        380,946      1,837,970        (32,499)(D)    8,458,367
 Cost of services              11,111,942                     1,010,854        147,371         43,850 (D)   12,314,017
                             ------------    -----------    -----------    -----------     -----------    ------------
    Total Costs of Sales       13,307,530      4,076,362      1,391,800      1,985,341         11,351       20,772,384
                             ------------    -----------    -----------    -----------     -----------    ------------
    Gross Profit                1,975,866      1,536,107      1,136,731      1,104,203        (87,784)       5,665,123

 Engineering and development      580,917                                      118,021                         698,938
 Selling, general and adminis   2,657,710      1,199,725        914,221        679,700                       5,451,356
 Amortization of goodwill          29,776                                                     370,680 (E)      400,456
                             ------------    -----------    -----------    -----------     -----------    ------------
    Total Costs and Expenses    3,268,403      1,199,725        914,221        797,721        370,680        6,550,750
                             ------------    -----------    -----------    -----------     -----------    ------------
    Operating Income (Loss)    (1,292,537)       336,382        222,510        306,482       (458,464)        (885,627)

 Interest expense                 523,011         31,573            400          9,478        204,750 (F)      769,212
 Debt conversion costs             80,109                                                                       80,109
 Interest and other income        (13,071)        (5,656)       (28,940)        (8,944)       (84,000)(G)     (140,611)
                             ------------    -----------    -----------    -----------     -----------    ------------
    Net Income (Loss)          (1,882,586)       310,465        251,050        305,948       (579,214)      (1,594,337)
                             ============    ===========    ===========    ===========     ===========    ============

Net (Loss) Per Common Share         (0.41)                                                                       (0.26)(H)
                             ============                                                                  ===========
Wted Avg Shs                    4,630,895                                                                    6,178,723 (H)
                             ============                                                                  ===========
Notes to Unaudited Pro Forma Statement of Operations

 (A) Represents results of AIT for the year ended 12/31/94.

 (B) Represents results of Westec for the year ended 12/31/94.

 (C) Represents results of Comtech for the year ended 12/31/94.

 (D) Represents  elimination  of  intercompany  shipments  and  adjustment to
     depreciation  expense based on estimated fair values of assets  acquired          
     and useful lives assigned.

 (E) Represents  adjustment  to amortize the excess of cost over the net assets
     acquired.

 (F) Adjustment  for  estimated  interest  expense  the  Company  would  have
     incurred had it borrowed  the cash paid to  shareholders  of  businesses
     acquired.

 (G) Represents  adjustment  to interest  income  related to $1.3  million note
     receivable from the former shareholder of AIT.

 (H) Includes  shares of Company  common stock  issued to the  shareholders  of
     businesses acquired.
SIGNATURE

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the Company has duly caused this Report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                                     RESTOR INDUSTRIES, INC.

                                               By:      /s/ Mark A. Gergel
                                                       -----------------------
                                                       Mark A. Gergel
                                                       Its Vice President and 
                                                       Chief Financial Officer

Dated as of June 19, 1996.
EXHIBIT INDEX

NO.                                 DESCRIPTION
- ------------------                  ------------------------------------------
Exhibit No. 2                       Merger Agreement
Exhibit No. 2.1(b)                  Escrow Agreement
Exhibit No. 5.13                    Irrevocable Proxy
Exhibit No. 5.17                    Affiliate Letter
Exhibit No. 6.2(h)                  Employment Agreement
Exhibit No. 6.2(j)                  Lock-up Letter
Exhibit No. 23.1                    Consent of Tedder, Grimsley & Company, P.A.
Exhibit No. 99                      Press Release
EXHIBIT NO. 2

                          AGREEMENT AND PLAN OF MERGER

                               between and among

                          RESTOR INDUSTRIES, INC. and
                              RESTOR-COMTECH, INC.

                                      and

                                 MICHAEL R. JOE
                                      and
                              MICHAEL G. RAMLOGAN
                                      and
                               DANIEL P. LUBARSKY

                                      and

                             COMTECH SUNRISE, INC.

                              As of April 22, 1996
TABLE OF CONTENTS

                                                                            Page

ARTICLE 1.             THE MERGER............................................  1
     SECTION 1.1.        Surviving Corporation...............................  1
     SECTION 1.2.        Certificate of Incorporation........................  1
     SECTION 1.3.        Bylaws..............................................  1
     SECTION 1.4.        Directors...........................................  2
     SECTION 1.5.        Officers............................................  2
     SECTION 1.6.        Effective Time......................................  2

ARTICLE 2.             CONVERSION OF SHARES..................................  2
     SECTION 2.1.        Comtech Stock.......................................  2
     SECTION 2.2.        Fractional Shares................................... 11
     SECTION 2.3.        Exchange of Comtech Stock........................... 12

ARTICLE 3.             REPRESENTATIONS AND WARRANTIES OF COMTECH............. 13
     SECTION 3.1.        Organization........................................ 13
     SECTION 3.2.        Authorization....................................... 13
     SECTION 3.3.        Absence of Restrictions and Conflicts............... 14
     SECTION 3.4.        Capitalization; Ownership of Comtech Stock.......... 15
     SECTION 3.5.        Financial Statements................................ 15
     SECTION 3.6.        Absence of Certain Changes.......................... 16
     SECTION 3.7.        Legal Proceedings................................... 17
     SECTION 3.8.        Compliance with Law................................. 17
     SECTION 3.9.        Comtech Material Contracts.......................... 18
     SECTION 3.10.       Comtech Customer Contract........................... 19
     SECTION 3.11.       Tax Returns; Taxes.................................. 19
     SECTION 3.12.       Officers, Directors and Employees................... 20
     SECTION 3.13.       Comtech Employee Benefit Plans...................... 20
     SECTION 3.14.       Labor Relations..................................... 24
     SECTION 3.15.       Insurance........................................... 25
     SECTION 3.16.       Title to Properties and Related Matters............. 25
     SECTION 3.17.       Environmental Matters............................... 25
     SECTION 3.18.       Patents, Trademarks, Trade Names.................... 26
     SECTION 3.19.       Transactions with Affiliates........................ 27
     SECTION 3.20.       Brokers, Finders and Investment Bankers............. 27
     SECTION 3.21.       Disclosure.......................................... 28

ARTICLE 4.             REPRESENTATIONS AND WARRANTIES OF RESTOR.............. 28
     SECTION 4.1.        Organization........................................ 28
     SECTION 4.2.        Authorization....................................... 28
     SECTION 4.3.        Absence of Restrictions and Conflicts............... 29
     SECTION 4.4.        Capitalization of Restor............................ 29
     SECTION 4.5.        Financial Statements................................ 29
     SECTION 4.6.        Absence of Certain Changes.......................... 30
     SECTION 4.7.        Legal Proceedings................................... 31
     SECTION 4.8.        Compliance with Law................................. 31
     SECTION 4.9.        Tax Returns; Taxes.................................. 32
     SECTION 4.10.       Restor SEC Reports.................................. 32
     SECTION 4.11.       Transactions with Affiliates........................ 33
     SECTION 4.12.       Disclosure.......................................... 33

ARTICLE 5.             CERTAIN COVENANTS AND AGREEMENTS...................... 33
     SECTION 5.1.        Conduct of Business by Comtech...................... 33
     SECTION 5.2.        Inspection and Access to Information................ 35
SECTION 5.3.        No Solicitation; Acquisition Proposals.............. 36
     SECTION 5.4.        Reasonable Efforts; Further Assurances;Cooperation.. 37
     SECTION 5.5.        Public Announcements................................ 38
     SECTION 5.6.        Supplements to Disclosure Letters................... 38
     SECTION 5.7.        Noncompetition...................................... 38
     SECTION 5.8.        No Interference..................................... 39
     SECTION 5.9.        Continuation of Business............................ 39
     SECTION 5.10.       Indemnity for Lease................................. 39
     SECTION 5.11.       Certain Securities Law Matters...................... 40
     SECTION 5.12.       Shareholder Matters................................. 40
     SECTION 5.13.       Irrevocable Proxies................................. 40
     SECTION 5.14.       Management of Surviving Corporation................. 40
     SECTION 5.15.       Access to Books and Records......................... 41
     SECTION 5.16.       Indemnification Against Certain Liabilities......... 41
     SECTION 5.17.       Agreement of Affiliates..............................41

ARTICLE 6.             OTHER MATTERS......................................... 41
     SECTION 6.1.        Conditions to Each Party's Obligations.............. 41
     SECTION 6.2.        Conditions to Obligations of Restor and Merger Sub...42
     SECTION 6.3.        Conditions to Obligations of the Comtech............ 45

ARTICLE 7.             CLOSING............................................... 48

ARTICLE 8.             TERMINATION........................................... 48
     SECTION 8.1.        Termination and Abandonment......................... 48
     SECTION 8.2.        Specific Performance and Other Remedies............. 49
     SECTION 8.3.        Effect of Termination............................... 49

ARTICLE 9.             INDEMNIFICATION....................................... 49
     SECTION 9.1.        Definitions......................................... 49
     SECTION 9.2.        Agreement of Comtech Indemnitors to Indemnify........50
     SECTION 9.3.        Agreement of Restor Indemnitors to Indemnify........ 51
     SECTION 9.4.        Procedures for Indemnification...................... 51
     SECTION 9.5.        Third Party Claims.................................. 52
     SECTION 9.6.        Rights and Remedies Exclusive....................... 54
     SECTION 9.7.        Survival............................................ 54
     SECTION 9.8.        Time Limitations.................................... 54
     SECTION 9.9.        Limitations as to Amount Payable by 
                           Comtech Indemnitors............................... 55
     SECTION 9.10.       Limitations as to Amount Payable by Restor 
                           and Surviving Corporation..........................55
     SECTION 9.11.       Subrogation......................................... 56
     SECTION 9.12.       Appointment of Comtech Indemnitors Representative....56
     SECTION 9.13.       Payment............................................. 57

ARTICLE 10.            MISCELLANEOUS PROVISIONS.............................. 57
     SECTION 10.1.       Notices............................................. 57
     SECTION 10.2.       Disclosure Letters and Exhibits..................... 58
     SECTION 10.3.       Assignment; Successors in Interest.................. 58
     SECTION 10.4.       Number; Gender...................................... 58
     SECTION 10.5.       Captions............................................ 58
     SECTION 10.6.       Controlling Law; Jurisdiction; 
                           Integration; Amendment.............................59
SECTION 10.7.       Knowledge........................................... 59
     SECTION 10.8.       Severability........................................ 59
     SECTION 10.9.       Counterparts........................................ 59
     SECTION 10.10.      Enforcement of Certain Rights....................... 59
     SECTION 10.11.      Waiver.............................................. 60
     SECTION 10.12.      Fees and Expenses................................... 60
     SECTION 10.13.      Attorneys' Fees..................................... 61

EXHIBITS

Exhibit 2.1(b)         Escrow Agreement
Exhibit 5.13           Irrevocable Proxy
Exhibit 5.17           Affiliate Letter
Exhibit 6.2(h)         Employment Agreement
Exhibit 6.2(j)         Lock-up Letter
AGREEMENT AND PLAN OF MERGER

          THIS  AGREEMENT AND PLAN OF MERGER,  dated as of April 22, 1996,  (the
"Agreement"),  by and among  RESTOR  INDUSTRIES,  INC.,  a Delaware  corporation
("Restor"),  RESTOR-COMTECH,  INC.,  a Delaware  corporation  and a wholly owned
subsidiary of Restor ("Merger Sub"),  COMTECH SUNRISE, a California  corporation
("Comtech"),  MICHAEL R. JOE, an individual  resident of the State of California
("Mr. Joe"), MICHAEL G. RAMLOGAN, an individual resident of the State of Florida
("Mr. Ramlogan"), and DANIEL P. LUBARSKY, an individual resident of the State of
California  ("Mr.  Lubarsky").  (Mr.  Joe,  Mr.  Ramlogan  and Mr.  Lubarsky are
hereinafter   referred  to  collectively  as  the  "Signing   Shareholders"  and
individually, without distinction, as a "Signing Shareholder").

                             W I T N E S S E T H:

         WHEREAS,  the respective Boards of Directors of Restor,  Merger Sub and
Comtech  each have  approved  this  Agreement  and the merger (the  "Merger") of
Comtech with and into Merger Sub upon the terms and conditions  contained herein
and in  accordance  with the  General  Corporation  Law of the State of Delaware
("DGCL") and the California General Corporation Law (the "CGCL"); and

         WHEREAS, the parties desire to make certain representations, warranties
and  agreements  in  connection  with the Merger  and also to set forth  certain
conditions thereto.

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
covenants and  agreements  set forth herein,  the parties hereto hereby agree as
follows:

                                   ARTICLE 1.
                                   THE MERGER

     Section  1.1.  Surviving  Corporation.  Subject to the  provisions  of this
Agreement,  the  DGCL  and the  CGCL,  at the  Effective  Time  (as  hereinafter
defined),  Comtech  shall be merged  with and into  Merger Sub and the  separate
corporate  existence of Comtech  shall cease.  Merger Sub shall be the surviving
corporation  in  the  Merger   (hereinafter   sometimes  called  the  "Surviving
Corporation")  and shall continue its corporate  existence under the laws of the
State of Delaware. The Merger shall have the effects set forth in Section 259 of
the DGCL and Section 1107 of the CGCL.

     Section 1.2. Certificate of Incorporation. The Certificate of Incorporation
of  Merger  Sub  shall be the  Certificate  of  Incorporation  of the  Surviving
Corporation  until  thereafter duly amended in accordance with its terms and the
DGCL.
         
     Section  1.3.  Bylaws.  The Bylaws of Merger Sub shall be the Bylaws of the
Surviving  Corporation  until  thereafter  duly amended in accordance with their
terms and the DGCL.
Section 1.4.  Directors.  The directors of the Surviving  Corporation shall
consist of the directors of Merger Sub immediately  prior to the Effective Time,
such  directors to hold office from the  Effective  Time until their  respective
successors are duly elected and qualified.

     Section 1.5.  Officers.  The officers of the  Surviving  Corporation  shall
consist of the officers of Merger Sub  immediately  prior to the Effective Time,
such  officers  to hold office from the  Effective  Time until their  respective
successors are duly elected and qualified.

     Section 1.6.  Effective  Time. The parties hereto shall cause a Certificate
of Merger meeting the requirements of the DGCL (the  "Certificate of Merger") to
be properly executed and filed on the Closing Date (as hereinafter defined) with
the  Secretaries of State of the States of Delaware and  California.  The Merger
shall  become  effective  as of the date of the  filing of a  properly  executed
Certificate of Merger.  The date and time when the Merger  becomes  effective is
herein referred to as the effective time (the "Effective Time").

                                   ARTICLE 2.
                              CONVERSION OF SHARES

     Section 2.1.  Comtech  Stock.  As of the  Effective  Time, by virtue of the
Merger and without any action on the part of any holder thereof:

                       (a)  Subject  to  Section  2.2,  all of the shares of the
         common  stock of  Comtech  ("Comtech  Stock")  issued  and  outstanding
         immediately  prior to the  Effective  Time shall be converted  into the
         right to receive the  following  (the "Merger  Consideration"):  (i) an
         aggregate  of 447,059  shares (the  "Restor  Shares") of Restor  common
         stock,  $.01 par value per share (the "Restor Common Stock"),  of which
         235,294  Restor  Shares will be issued to the  shareholders  of Comtech
         (each a "Shareholder" and,  collectively,  the  "Shareholders")  within
         five (5)  business  days  following  the Closing  and of which  211,765
         Restor Shares will be deposited and held in escrow  pursuant to Section
         2.1(b) below (the  "Escrow  Shares");  plus (ii) cash in the  aggregate
         amount  of  One  Million  Dollars   ($1,000,000),   provided  that  any
         Shareholder  may elect to receive  additional  Restor Shares in lieu of
         cash  having a value  equal to $1.40 per  share for each  $1.00 of cash
         foregone  where the value of such  additional  Restor  Shares  shall be
         equal to $8.50;  plus (iii) up to an  aggregate  of One  Million  Eight
         Hundred  Thousand  Dollars  ($1,800,000)  payable  pursuant  to Section
         2.1(c) below (the  "Contingent  Consideration").  At the Closing,  each
         Shareholder  shall be entitled to that portion of the aggregate  Merger
         Consideration  payable  with respect to the Comtech  Stock  provided by
this  Section  2.1(a)  that  equals  such  Shareholder's  proportionate
         interest  as set forth after such  Shareholder's  name in column C (the
         "Proportionate  Interest") of Exhibit 2.1(a) attached hereto, a copy of
         which shall be delivered by Comtech to Restor  within five (5) business
         days of the date hereof.  By way of example  only,  assuming that there
         are 3 million  shares of Comtech  Stock  outstanding  as of the Closing
         Date (as hereinafter  defined) and that  shareholder #1 owns 1% of such
         shares,  then  shareholder  #1 would  receive  2,353 Restor Shares plus
         $10,000 if no election is made and would receive 4,000 Restor Shares if
         an  election  is made (i.e.,  20,000  shares of Comtech  Stock / 8.50 =
         2,353  shares;  and 10,000 shares of Comtech Stock x 1.4 / 8.50 = 1,647
         shares).

                  (b) The Escrow Shares shall be deposited with the Escrow Agent
         (as  hereinafter  defined) within five (5) business days of the Closing
         to be  held  and  distributed  pursuant  to the  terms  of  the  Escrow
         Agreement  by and between  Restor,  Merger Sub,  the  Shareholders  and
         Cauthen  &  Feldman,   as  the  escrow  agent  (the  "Escrow   Agent"),
         substantially  in the form  attached  hereto  as  Exhibit  2.1(b)  (the
         "Escrow Agreement").

                  (c) The  Contingent  Cash  Consideration  shall be  payable in
         installments  on the  payment  dates  specified  below (each a "Payment
         Date") based upon the  "Pre-Tax  Net Income" (as defined  below) of the
         Surviving  Corporation for the performance period set forth below (each
         a "Performance  Period") which corresponds with such Payment Date, with
         the aggregate  amount of each installment to be determined by reference
         to the schedule set forth below:

                   Performance Period                               Payment
                                                                     Date
January 1, 1996 to and including December 31, 1996 (the        February 15, 1997
"First Performance Period")
January 1, 1997 to and including December 31, 1997 (the        February 15, 1998
"Second Performance Period")
January 1, 1998 to and including December 31, 1998 (the        February 15, 1999
"Third Performance Period")
The aggregate amount of the Contingent  Consideration  installment
         payable by Restor to the Shareholders on the Payment Date for the First
         Performance Period will be as set forth in Payment Table No. 1 below.

                                   Payment Table No. 1

Pre-Tax Net Income                                            Payment Amount
- ------------------                                            --------------
Less than $500,000                                            None
$500,000 to and including $562,499                            $100,000
$562,500 to and including $624,999                            $200,000
$625,000 to and including $687,499                            $300,000
$687,500 to and including $749,999                            $400,000
$750,000 and above                                            $500,000

              The aggregate amount of the Contingent  Consideration  installment
         payable  by  Restor to the  Shareholders  on the  Payment  Date for the
         Second  Performance  Period will be as set forth in Payment Table No. 2
         below.

                                   Payment Table No. 2

Pre-Tax Net Income                                            Payment Amount
- ------------------                                            --------------
Less than $600,000                                            None
$600,000 to and including $749,999                            $130,000
$750,000 to and including $899,999                            $260,000
$900,000 to and including $1,099,999                          $390,000
$1,100,000 to and including $1,249,999                        $520,000
$1,250,000 and above                                          $650,000

              The aggregate amount of the Contingent  Consideration  installment
         payable by Restor to the Shareholders on the Payment Date for the Third
         Performance Period will be as set forth in Payment Table No. 3 below.
Payment Table No. 3

Pre-Tax Net Income                                            Payment Amount
- ------------------                                            --------------
Less than $600,000                                            None
$600,000 to and including $799,999                            $130,000
$800,000 to and including $999,999                            $260,000
$1,000,000 to and including $1,249,999                        $390,000
$1,250,000 to and including $1,499,999                        $520,000
$1,500,000 and above                                          $650,000

              Notwithstanding  the  foregoing,  if (1) the Pre-Tax Net Income of
         the Surviving  Corporation is both (a) greater than $300,000,  but less
         than  $750,000,  with respect to the First  Performance  Period and (b)
         greater than $1,250,000 with respect to the Second Performance  Period,
         then Restor will pay to the  Shareholders  on the Payment  Date for the
         Second  Performance  Period,  in lieu of the Payment  Amount  otherwise
         payable  pursuant  hereto,  the Alternate  Payment  Amount set forth in
         Alternate Payment Table No. 1 below less the Payment Amount paid to the
         Shareholders with respect to the First  Performance  Period; or (2) the
         Pre-Tax  Net Income of the  Surviving  Corporation  is both (a) greater
         than  $750,000  with  respect to the First  Performance  Period and (b)
         greater than  $500,000 with respect to the Second  Performance  Period,
         then Restor will pay to the  Shareholders  on the Payment  Date for the
         Second  Performance  Period,  in lieu of the Payment  Amount  otherwise
         payable  pursuant  hereto,  the Alternate  Payment  Amount set forth in
         Alternate Payment Table No. 2 below less the Payment Amount paid to the
         Shareholders with respect to the First Performance Period. In addition,
         notwithstanding  the  foregoing,  if (1) the  Pre-Tax Net Income of the
         Surviving Corporation is both (a) greater than $500,000,  but less than
         $1,250,000,  with  respect  to the  Second  Performance  Period and (b)
         greater than $1,500,000 with respect to the Third  Performance  Period,
         then Restor will pay to the  Shareholders  on the Payment  Date for the
         Third  Performance  Period,  in lieu of the  Payment  Amount  otherwise
         payable  pursuant  hereto,  the Alternate  Payment  Amount set forth in
         Alternate Payment Table No. 3 below less the Payment Amount paid to the
Shareholders with respect to the Second Performance  Period; or (2) the
         Pre-Tax  Net Income of the  Surviving  Corporation  is both (a) greater
         than $1,250,000 with respect to the Second  Performance  Period and (b)
         greater than  $500,000  with respect to the Third  Performance  Period,
         then Restor  will pay to the  Shareholders  on the  Payment  Date which
         corresponds  to the Third  Performance  Period  in lieu of the  Payment
         Amount  otherwise  payable pursuant hereto the Payment Amount set forth
         in Alternate  Payment Table No. 4 below less the Payment Amount paid to
         the Shareholders with respect to the Second Performance Period.

                          Alternate Payment Table No. 1

Cumulative Pre-Tax Net                                             
Income for First and Second                                      Alternate
Performance Periods                                             Payment Amount
- -------------------                                             --------------
Less than $1,850,000                                            None
$1,850,000 to and including $1,924,999                          $750,000
$1,925,000 to and including $1,999,999                          $850,000
$2,000,000 to and including $2,074,999                          $950,000
$2,075,000 to and including $2,149,999                          $1,050,000
$2,150,000 and above                                            $1,150,000

                         Alternate Payment Table No. 2

Cumulative Pre-Tax Net                                            
Income for First and Second                                      Alternate
Performance Periods                                             Payment Amount 
- ---------------------------                                     --------------
Less than $1,350,000                                            None
$1,350,000 to and including $1,499,999                          $630,000
$1,500,000 to and including $1,649,999                          $760,000
$1,650,000 to and including $1,849,999                          $890,000
$1,850,000 to and including $1,999,999                          $1,020,000
$2,000,000 and more                                             $1,150,000
Alternate Payment Table No. 3

Cumulative Pre-Tax Net                                           
Income for Second and Third                                      Alternate
Performance Periods                                             Payment Amount
- ---------------------------                                     --------------
Less than $2,220,000                                            None
$2,220,000 to and including $2,399,999                          $780,000
$2,400,000 to and including $2,579,999                          $910,000
$2,580,000 to and including $2,819,999                          $1,040,000
$2,820,000 to and including $2,999,999                          $1,170,000
$3,000,000 and above                                            $1,300,000

                         Alternate Payment Table No. 4

Cumulative Pre-Tax Net                                             
Income for Second and Third                                      Alternate
Performance Periods                                             Payment Amount
- --------------------------                                      --------------
Less than $1,850,000                                            None
$1,850,000 to and including $2,049,999                          $780,000
$2,050,000 to and including $2,249,999                          $910,000
$2,250,000 to and including $2,499,999                          $1,040,000
$2,500,000 to and including $2,749,999                          $1,170,000
$2,750,000 and above                                            $1,300,000

                  (1)  Restor  will  determine  whether  to pay  the  Contingent
         Consideration  based  upon  the  books  and  records  of the  Surviving
         Corporation  (which will be  maintained in  accordance  with  generally
         accepted accounting principles) as soon as practicable after the end of
         each Performance  Period,  and Restor will promptly deliver to Mr. Joe,
         as  representative  of  the  Shareholders,  a  letter  setting  out  in
         reasonable detail the computations made and expressing its opinion that
         the  conditions for the payment of the  Contingent  Consideration  have
         been satisfied in accordance  with the  requirements  hereof.  The term
"Surviving Corporation" shall include the Surviving Corporation and its
         subsidiaries as well as any business or businesses conducted by Restor,
         or by any  subsidiary  or  affiliated  corporations  of  Restor,  which
         represent  a  succession  to  and a  continuation  of the  business  or
         businesses  conducted by the Surviving  Corporation and Comtech, as the
         same may be expanded from time to time. The  computations  set forth in
         such letter from Restor will be final and binding on all parties unless
         Mr. Joe will have  notified  Restor in writing  within thirty (30) days
         after receipt of such letter that he disagrees with such  computations.
         In the event Mr. Joe gives  Restor such  notice of dispute  within such
         30-day period, Mr. Joe and Restor will use their best efforts to settle
         the dispute within 30 days after the giving of such notice. Any dispute
         unresolved  after such 30-day  period  shall be submitted to a national
         public  accounting firm  satisfactory to Mr. Joe and to Restor,  or, in
         the  absence  of  agreement  on such firm,  to a panel of three  public
         accounting  firms,  one designated by Mr. Joe, one designated by Restor
         and one jointly  designated  by the other two firms.  Such  independent
         public accountants will deliver to the parties a letter setting out its
         or their  computations  with  respect to the payment of the  Contingent
         Consideration  and  expressing its opinion that its  computations  have
         been accurately made in accordance with the  requirements  hereof,  and
         such  computations  will be  final  and  binding  on the  parties.  The
         decision of such accounting firm or such panel of accounting  firms, as
         the  case may be,  with  respect  to such  dispute  shall be final  and
         binding on the parties hereto. The cost of any such computations by the
         independent  public accountants will be paid by the Shareholders if its
         or their computations result in the Contingent  Consideration being the
         same as or less than that set forth in the letter  from  Restor,  or by
         Restor  if such  computations  result in the  Contingent  Consideration
         being  greater than that set forth in such  letter.  Restor will pay to
         the  Shareholders the amount of Contingent  Consideration  set forth in
         its letter at the time of delivery  of such  letter and any  additional
         amount  computed  by  the  independent   public  accountants  (if  such
         computations are made) will be paid to the Shareholders  promptly after
         delivery of the accountants'  report.  The  Shareholders  will promptly
         return to Restor any  amount of the  Contingent  Consideration  paid to
         them that is in excess of the Contingent  Consideration computed by the
         independent  public  accountants if its or their  computations  is less
         than that set forth in the letter from Restor.

                  (2)  Notwithstanding  anything  herein  to the  contrary,  the
         Contingent  Consideration  may be paid at the  option  of Restor in the
         form of cash or  Restor  Shares  where  the  value  of such  shares  is
         determined by reference to the arithmetic  average of the daily closing
price per share,  rounded to four decimal places,  of the Restor Shares
         as reported on the NASDAQ SmallCap Market,  if such shares are included
         therein,  or on the NASDAQ National  Market System,  if such shares are
         included therein,  for each of the twenty (20) consecutive trading days
         ending (and  including)  the  trading day that occurs two trading  days
         prior to (and not including) the Payment Date.

                  (3) For purposes hereof, "Pre-Tax Net Income" means the income
         of  the  Surviving  Corporation,  computed  on  the  accrual  basis  of
         accounting in accordance with generally accepted accounting  principles
         consistently  applied (and  consistent  with the accounting  principles
         applied by Comtech in respect of the Surviving Corporation in its prior
         fiscal  years) except that the  following  provisions  shall govern the
         computation of Pre-Tax Net Income for purposes of this Section:

                  (i) Any extraordinary nonrecurring items of income, gain, loss
              or expense shall be excluded from such computation.

                  (ii) Any loss,  charge or expense not related to the  ordinary
              business   operations  of  the  Surviving   Corporation  shall  be
              excluded.

                  (iii) Any loss,  charge or  expense  related  to the  ordinary
              business  operations  of the  Surviving  Corporation  initiated by
              Restor  or  any  of  its  affiliates  (other  than  the  Surviving
              Corporation)  shall be excluded from such  computation  unless Mr.
              Joe  initiates  or consents in writing to the  transaction  giving
              rise to, or the payment or  assumption  of the  obligation to pay,
              such loss, charge or expense.

                  (iv) Any charge or expense for the amortization of goodwill of
              the Surviving  Corporation  arising out of the Merger, or that the
              purchase  price  thereof  is in excess  of the net worth  thereof,
              shall be excluded from such computation.

                  (v) In the event of an election  with respect to the Surviving
              Corporation  pursuant to Section 338 of the Internal  Revenue Code
              of 1986, as amended (the "Code"),  such computation  shall be made
              as though no such election had been made.

                  (vi) Any payments,  charges or expenses for allocation of home
              office,  executive,  general and administrative  expenses or other
              payments,  charges or  expenses  of Restor  and/or its  affiliates
              shall be excluded from such  computation,  except that there shall
be included for purposes of such computation any expenses incurred
              in  connection  with  services  rendered or goods  provided to the
              Surviving  Corporation  by Restor or its  affiliates  that  relate
              directly to the business of the Surviving Corporation, which goods
              and  services  shall be charged at their  negotiated  fair  market
              value.

                  (vii) The  deduction  for  salary  paid or  payable to Mr. Joe
              shall be limited to the amount of salary paid to him in accordance
              with  the  terms  of  his  Employment  Agreement  (as  hereinafter
              defined), plus cash bonuses actually paid and accepted by Mr. Joe,
              and there shall be no deduction for any other compensation paid or
              payable to him which he rejects in advance thereof.

                  (viii) Any interest expenses or charges shall be excluded from
              such  computation to the extent they relate to funds  furnished to
              the  Surviving  Corporation  in  replacement  of any cash owned by
              Comtech at the Closing Date ("Present  Funds")  withdrawn from the
              Surviving Corporation (by way of loans, dividends or otherwise) by
              Restor  or  any  affiliate  thereof.  For  the  purposes  of  such
              computation,  interest  shall be credited to and deemed  earned by
              the  Surviving  Corporation  at a rate equal to the interest  rate
              actually paid or payable by Restor for its  short-term  borrowings
              on the date of any such  withdrawal  of Present Funds (the "Restor
              Rate") on any Present Funds withdrawn (by way of loans,  dividends
              or  otherwise)  from the  Surviving  Corporation  by Restor or any
              affiliate  thereof  and not  replaced  as  provided  herein,  such
              interest to be computed on a daily basis. For the purposes of such
              computation,  interest shall be deducted and deemed paid to Restor
              or such affiliate by the Surviving  Corporation at the Restor Rate
              on any  amounts  in  excess  of the  Present  Funds  loaned to the
              Surviving  Corporation by Restor or such affiliate,  such interest
              to be computed on a daily basis.

                  (ix) All available  accounting elections  (including,  without
              limitation,  those  relating  to methods of  depreciation,  useful
              lives of depreciable  items,  the  capitalizing of charges and the
              setting up of reserves) shall be made in a manner  consistent with
              the  accounting  principles  applied  by Comtech in respect of the
              Surviving   Corporation  in  prior  fiscal  years  to  the  extent
              permitted by generally accepted accounting principles.

                  (x) No  deduction  shall be made for expenses for research and
              development  to the extent such  expenses  exceed by more than 10%
              the  average  of  such   expenses  by  Comtech  and  or  Surviving
              Corporation for the previous three years.
(xi) Revenues  earned from the  operations  and assets held by
              the  Surviving  Corporation  as of the  date  of the  Closing  (as
              hereinafter   defined)   shall  be  credited   to  the   Surviving
              Corporation  for  purposes  of  determining   Pre-Tax  Net  Income
              regardless of the entity in which the revenue is earned during the
              Performance Periods.

                  (xii)  Except  as  otherwise  expressly  provided  above,  all
              amounts  determined in accordance with  subparagraphs  (i) through
              (xiii) of this Section 2.1(c)(3) shall be determined in accordance
              with  generally  accepted   accounting   principles   consistently
              applied.

                       (d) Each share of common stock, par value $.01 per share,
         of Merger Sub that is issued and outstanding  immediately  prior to the
         Effective Time shall remain  outstanding  and shall be unchanged  after
         the  Merger,  all of which  shares  shall be issued to Restor and shall
         thereafter  constitute the only outstanding  shares of capital stock of
         the Surviving Corporation.

                       (e)  Each  share  of  the   Comtech   Stock   issued  and
         outstanding  immediately  prior to the Effective Time that is then held
         in the treasury of Comtech shall be canceled and retired and all rights
         in respect thereof shall cease to exist, without any conversion thereof
         or payment of any consideration therefor.

                       (f) Each warrant, stock option or other right, if any, to
         purchase  shares of Comtech  Stock issued and  outstanding  immediately
         prior to the  Effective  Time shall be  canceled  (whether  or not such
         warrant, option or other right is then exercisable).

     Section 2.2.  Fractional  Shares.  No scrip or fractional  shares of Restor
Stock shall be issued in the Merger.  In lieu thereof,  if a  Shareholder  would
otherwise  have been entitled to a fractional  share of Restor Stock  hereunder,
then such  Shareholder  shall be entitled,  after the later of (a) the Effective
Time or (b) the surrender of his  Certificate(s)  (as hereinafter  defined) that
represent such shares of Comtech Stock, to receive from Restor an amount in cash
in lieu of such  fractional  share,  based on a value per share of Restor Common
Stock equal to $8.50.
Section 2.3. Exchange of Comtech Stock.

                  (a) From and after the  Effective  Time,  upon  exchange  of a
         certificate or certificates  which immediately prior thereto represents
         outstanding   shares   of   Comtech   Stock   (the   "Certificate"   or
         "Certificates")  a  Shareholder  shall be  entitled  to  receive,  upon
         surrender to Restor of a Certificate or  Certificates  duly endorsed in
         blank,  (i) one or more  certificates as requested by such  Shareholder
         (properly   issued,   executed  and   countersigned,   as  appropriate)
         representing  that number of whole shares of Restor Stock to which such
         Shareholder  shall have become  entitled  pursuant to the provisions of
         Section  2.1(a)(i),  and (ii) a check  representing  the aggregate cash
         consideration  to which such  Shareholder  shall have  become  entitled
         pursuant to Section 2.1(a)(ii) and, as to any fractional share, Section
         2.2, and the Certificate or Certificates so surrendered shall forthwith
         be  canceled.  No interest  will be paid or accrued on the cash payable
         upon the surrender of any Certificate.  No portion of the consideration
         to be  received  pursuant to  Sections  2.1 and 2.2 upon  exchange of a
         Certificate (whether a certificate  representing shares of Restor Stock
         or by check  representing any cash payable  hereunder) may be issued or
         paid to a person  other than the  person in whose name the  Certificate
         surrendered in exchange therefor is registered. From the Effective Time
         until  surrender in accordance with the provisions of this Section 2.3,
         each  Certificate  shall  represent  for all purposes only the right to
         receive  the  consideration  provided  in  Sections  2.1 and  2.2.  All
         payments  in  respect  of  shares  of  Comtech  Stock  that are made in
         accordance  with the terms  hereof shall be deemed to have been made in
         full satisfaction of all rights pertaining to such securities.

                  (b) In the case of any  lost,  mislaid,  stolen  or  destroyed
         Certificate,  the Shareholder may be required, as a condition precedent
         to  delivery  to the  Shareholder  of the  consideration  described  in
         Sections  2.1 and 2.2,  to deliver to Restor a bond in such  reasonable
         sum or a  satisfactory  indemnity  agreement  as Restor  may  direct as
         indemnity  against  any claim  that may be made  against  Restor or the
         Surviving  Corporation with respect to the Certificate  alleged to have
         been lost, mislaid, stolen or destroyed.

                  (c) After  the  Effective  Time,  there  shall be no transfers
         on the stock transfer books of the Surviving  Corporation of the shares
         of  Comtech  Stock  that  were  outstanding  immediately  prior  to the
         Effective  Time.  If,  after  the  Effective  Time,   Certificates  are
         presented to the  Surviving  Corporation  for  transfer,  they shall be
         canceled and exchanged for the consideration  described in Sections 2.1
         and 2.2.
(d) Any shares of Restor Stock or cash due former shareholders
         of  Comtech  pursuant  to  Sections  2.1 and 2.2  hereof  that  remains
         unclaimed  by  such  former  shareholders  for  six  months  after  the
         Effective  Time  shall be held by  Restor,  and any  former  holder  of
         Comtech  Stock who has not  theretofore  complied  with Section 2.3 (a)
         shall  thereafter  look only to Restor  for  issuance  of the number of
         shares of Restor Stock and other consideration to which such holder has
         become  entitled  pursuant to the  provisions  of Sections 2.1 and 2.2;
         provided,  however,  that neither  Restor nor any party hereto shall be
         liable to a former  holder of shares of  Comtech  Stock for any  amount
         required to be paid to a public  official  pursuant  to any  applicable
         abandoned property, escheat or similar law.

                                   ARTICLE 3.
                   REPRESENTATIONS AND WARRANTIES OF COMTECH

         With such  exceptions,  if any,  as may be set  forth in a letter  (the
"Comtech  Disclosure  Letter") to be delivered by Comtech to Restor on or before
May 3, 1996, Comtech hereby represents and warrants to Restor as follows:

     Section 3.1. Organization.   Comtech  is  a  corporation  duly  organized,
validly  existing  and in good  standing  under  the  laws of the  State of
California and has all requisite corporate power and authority to own, lease and
operate  its  respective  properties  and to carry on its  business as now being
conducted.  Comtech  is duly  qualified  to  transact  business,  and is in good
standing,  as a foreign  corporation or branch of a foreign  corporation in each
jurisdiction where the character of its activities  requires such qualification,
except where the failure to so qualify would not have a material  adverse effect
on its assets, liabilities, results of operations, financial condition, business
or  prospects.  Comtech has  heretofore  made  available to Restor  accurate and
complete  copies of its Articles of  Incorporation  and Bylaws,  as currently in
effect,  and has made available to Restor its respective  minute books and stock
records.  The Comtech  Disclosure Letter contains a true and correct list of the
jurisdictions  in which it is qualified to do business as a foreign  corporation
or branch of a foreign corporation.

     Section 3.2. Authorization.  Comtech and the Signing Shareholders each have
full power and  authority to execute and deliver this  Agreement  and to perform
their  respective  obligations  hereunder  and  to   consummate  the  Merger and
the  other  transactions  contemplated   hereby.   Subject  to  the  approval
of the Shareholders, the execution and delivery of this Agreement by Comtech and
the performance by Comtech of its obligations  hereunder and the consummation of
the Merger and the other  transactions  provided  for herein  have been duly and
validly  authorized by all necessary  corporate action on its part. The Board of
Directors of Comtech has approved the  execution,  delivery and  performance  of
this  Agreement and the  consummation  of the Merger and the other  transactions
contemplated  hereby. The Shareholders have approved this Agreement,  the Merger
and the transactions  contemplated hereby in accordance with the requirements of
the CGCL and the Articles of Incorporation and Bylaws of Comtech. This Agreement
has been duly  executed and  delivered by Comtech and the Signing  Shareholders,
and it  constitutes  the valid and binding  agreement of Comtech and the Signing
Shareholders,  enforceable  against each of them in  accordance  with its terms,
subject to applicable  bankruptcy,  insolvency  and other similar laws affecting
the enforceability of creditors' rights generally,  general equitable principles
and the discretion of courts in granting equitable remedies.

     Section 3.3. Absence of Restrictions and Conflicts. The execution, delivery
and performance of this Agreement,  the consummation of the Merger and the other
transactions   contemplated  by  this  Agreement  and  the  fulfillment  of  and
compliance  with the terms and conditions of this Agreement do not and will not,
with the  passing of time or the giving of notice or both,  violate or  conflict
with,  constitute  a  breach  of or  default  under,  result  in the loss of any
material benefit under, or permit the acceleration of any obligation  under, (i)
any term or  provision of the  Articles of  Incorporation  or Bylaws of Comtech,
(ii) any Comtech Material Contract (as hereinafter defined), (iii) any judgment,
decree  or order of any  court or  governmental  authority  or  agency  to which
Comtech or any Signing  Shareholder  is a party or by which  Comtech or any such
person or any of their respective properties is bound, or (iv) any statute, law,
regulation  or  rule  applicable  to  Comtech,  so as to  have  in the  case  of
subsections  (ii) through (iv) above,  a material  adverse effect on the assets,
liabilities,  results of operations,  financial condition, business or prospects
of Comtech.  Except for the filing and  recordation of the Certificate of Merger
and certain filings with the California Department of Corporations,  no consent,
approval,  order or  authorization  of, or  registration,  declaration or filing
with, any  governmental  agency or public or regulatory  unit,  agency,  body or
authority  with  respect to Comtech or any  Signing  Shareholder  is required in
connection  with the  execution,  delivery or  performance  of this Agreement by
Comtech or any such person or the consummation of the transactions  contemplated
by this Agreement by Comtech,  the failure to obtain which would have a material
adverse effect upon the assets,  liabilities,  results of operations,  financial
condition, business or prospects of Comtech.
Section 3.4. Capitalization; Ownership of Comtech Stock.

                       (a)  Capitalization.  The  authorized  capital  stock  of
         Comtech  consists of 5,000,000  shares of common stock, of which, as of
         the date hereof,  there are 2,785,620 shares issued and outstanding and
         542,833  reserved for issuance upon exercise of outstanding  options to
         purchase  such stock.  Each share of capital  stock of Comtech which is
         outstanding as of the date hereof is duly  authorized,  validly issued,
         fully paid and nonassessable and free of preemptive  rights.  Except as
         set forth in the  Disclosure  Letter,  there  are no shares of  capital
         stock of Comtech outstanding, and there are no subscriptions,  options,
         convertible  securities,  calls, rights,  warrants or other agreements,
         claims or commitments of any nature  whatsoever  obligating  Comtech to
         issue, transfer,  deliver or sell, or cause to be issued,  transferred,
         delivered  or sold,  additional  shares of the  capital  stock or other
         securities of Comtech or obligating  Comtech to grant,  extend or enter
         into any such agreement or  commitment.  Comtech does not own an equity
         interest in any corporation, partnership or other entity.

                  (b) Ownership.  The Shareholders are the record and beneficial
         owners of all  shares of  Comtech  Stock to be  exchanged  pursuant  to
         Section  2.3 and their  relative  share  ownership  is set forth in the
         Disclosure Letter,  and, at the Closing,  the Shareholders will own all
         such  shares  free and clear of any liens,  claims,  options,  charges,
         encumbrances or rights of others.

     Section 3.5. Financial Statements. Comtech has made available to Restor the
unaudited  balance sheets of Comtech as of May 31, 1993,  1994 and 1995, and the
related  statements of operations,  stockholders'  equity and cash flows for the
fiscal years then ended, including the notes thereto, and will make available on
or before May 3, 1996 the unaudited  balance sheet of Comtech as of December 31,
1995 and the related statement of operations, stockholders' equity and cash flow
for the seven-month period then ended,  including the notes thereto.  All of the
foregoing financial statements are hereinafter  collectively  referred to as the
"Comtech Financial  Statements" and the balance sheet as of December 31, 1995 is
hereinafter  referred to as the "1995  Balance  Sheet".  The  Comtech  Financial
Statements  have been prepared from,  and are in accordance  with, the books and
records of Comtech  and present  fairly the  financial  position  and results of
operations  of Comtech as of the dates and for the  periods  indicated,  in each
case, in conformity with generally accepted accounting principles,  consistently
applied.  As of the Closing Date,  Comtech shall have no liability or obligation
of any nature whatsoever,  whether accrued,  absolute,  contingent or otherwise,
other  than  (x)  current  liabilities  and  obligations  which  are   recurring
in  nature, (y) liabilities  and  obligations  reflected  and
adequately  provided  for on the 1995  Balance  Sheet  and (z)  liabilities  and
obligations  arising  in the  ordinary  course of  business  of  Comtech,  or in
connection with the transactions contemplated hereby, since the date of the 1995
Balance Sheet. The Comtech Disclosure Letter sets forth a true and complete list
of all  loss  contingencies  (within  the  meaning  of  Statement  of  Financial
Accounting  Standards  No.  5) of  Comtech  exceeding  $5,000 in the case of any
single loss contingency or $10,000 in the case of all loss contingencies.

     Section 3.6.Absence of Certain Changes.

           (a)Certain Financial Matters; Property;  Dividends. Since the date of
         the 1995 Balance  Sheet,  there has not been (i) any  material  adverse
         change in the assets,  liabilities,  results of  operations,  financial
         condition,   business  or  prospects  of  Comtech,   (ii)  any  damage,
         destruction, loss or casualty to property or assets of Comtech, whether
         or not covered by insurance,  which  property or assets are material to
         its  operations or business,  (iii) any  declaration,  setting aside or
         payment of any  dividend or  distribution  (whether  in cash,  stock or
         property) in respect of the capital stock of Comtech, or any redemption
         or other  acquisition by Comtech of any of the capital stock of Comtech
         or any  split,  combination  or  reclassification  of shares of capital
         stock  declared or made by Comtech,  or (iv) any agreement to do any of
         the foregoing.

           (b)Other  Changes.  Since the date of the 1995 Balance  Sheet,  there
         have  not been  (i) any  losses  suffered,  (ii)  any  material  assets
         mortgaged,  pledged  or made  subject  to any  lien,  charge  or  other
         encumbrance,  (iii) any  material  liability or  obligation  (absolute,
         accrued or contingent)  incurred or any material bad debt,  contingency
         or other reserve increase  suffered,  except, in each such case, in the
         ordinary course of business and consistent with past practice, (iv) any
         material  claims,  liabilities  or  obligations  (absolute,  accrued or
         contingent)  paid,  discharged  or  satisfied,  other than the payment,
         discharge  or  satisfaction,  in the  ordinary  course of business  and
         consistent with past practice,  of claims,  liabilities and obligations
         reflected or reserved  against in the Comtech  Financial  Statements or
         incurred in the ordinary  course of business and  consistent  with past
         practice since the date of the Comtech  Financial  Statements,  (v) any
         material  guarantees,  checks, notes or accounts receivable written off
         as uncollectible,  except write-offs in the ordinary course of business
         and consistent with past practice,  (vi) any write down of the value of
         any asset or  investment  on  Comtech's  books or  records,  except for
         depreciation and amortization  taken in the ordinary course of business
         and  consistent  with  past  practice,  (vii) any  cancellation  of any
material  debts  or  waiver  of  any  material   claims  or  rights  of
         substantial  value,  or  sale,  transfer  or other  disposition  of any
         material  properties  or assets (real,  personal or mixed,  tangible or
         intangible)  of  substantial  value,  except,  in each  such  case,  in
         transactions  in the ordinary  course of business and  consistent  with
         past  practice  and  which in any  event do not  exceed  $2,500  in the
         aggregate,  (viii) any single  capital  expenditure  or  commitment  in
         excess of $2,500 for additions to property or  equipment,  or aggregate
         capital  expenditures and commitments in excess of $5,000 for additions
         to property or equipment,  (ix) any material  transactions entered into
         other than in the ordinary course of business, (x) any agreements to do
         any of the  foregoing,  or  (xi)  any  other  events,  developments  or
         conditions of any character that have had or are  reasonably  likely to
         have a material adverse effect on the assets,  liabilities,  results of
         operations, financial condition, business or prospects of Comtech.

     Section  3.7.  Legal  Proceedings.  There  are no suits,  actions,  claims,
proceedings  or  investigations  pending or, to the best  knowledge  of Comtech,
threatened against,  relating to or involving Comtech (or any of its officers or
directors) before any court,  arbitrator or administrative or governmental body,
which, if finally determined adversely,  are reasonably likely,  individually or
in the aggregate, to have a material adverse effect on the assets,  liabilities,
results of operations,  financial  condition,  business or prospects of Comtech.
All pending or threatened suits, actions, claims,  proceedings or investigations
relating to or involving  Comtech (or any of its officers or  directors)  before
any court,  arbitrator or  administrative  or  governmental  body are adequately
provided for in the 1995 Balance Sheet in  accordance  with  generally  accepted
accounting  principles.   Comtech  is  not  subject  to  any  judgment,  decree,
injunction,  rule  or  order  of  any  court  nor  is  Comtech  subject  to  any
governmental  restriction  applicable to it, which is  reasonably  likely (a) to
have  a  material  adverse  effect  on  its  assets,  liabilities,   results  of
operations,  financial  condition,  business  or  prospects,  or (b) to  cause a
material  limitation on the ability of Restor to operate the business of Comtech
after the Closing.

     Section 3.8. Compliance with Law. Comtech has all material  authorizations,
approvals,  licenses  and  orders of and from all  governmental  and  regulatory
officers and bodies  necessary to carry on its business as it is currently being
conducted, to own or hold under lease the properties and assets it owns or holds
under lease and to perform all of its obligations  under the agreements to which
it is a party,  and Comtech has been and is in  compliance  with all  applicable
laws,   regulations  and  administrative   orders  of  any  country,   state  or
municipality  or of  any  subdivision  thereof  to  which  its  business  or its
employment  of  labor  or its use or occupancy of properties or any part thereof
are  subject,  the  failure  to obtain or the  violation  of which  would have a
material  adverse  effect upon its assets,  liabilities,  results of operations,
financial condition, business or prospects.

     Section 3.9.  Comtech Material  Contracts.  The Comtech  Disclosure  Letter
contains a correct and complete list of the following  (hereinafter  referred to
as the "Comtech Material Contracts"):

              (a)  all  bonds,  debentures,  notes,  mortgages,   indentures  or
         guarantees  to  which  Comtech  is a  party  or by  which  any  of  its
         properties or assets (real,  personal or mixed, tangible or intangible)
         is bound;

              (b) all  leases  to which  Comtech  is a party or by which  any of
         its  properties  or  assets  (real,  personal  or  mixed,  tangible  or
         intangible) is bound;

              (c)  all  loans  and  credit  commitments  to  Comtech  which  are
         outstanding,  together with a brief description of such commitments and
         the name of each financial institution granting the same;

              (d) all  contracts or agreements  which limit or restrict  Comtech
         from engaging in any business in any  jurisdiction or limit or restrict
         others from competing with Comtech in any jurisdiction;

              (e) all  agreements   and   documentation   evidencing   currently
         outstanding  loans or advances made  by Comtech to or on  behalf of its
         customers; and

              (f) all  existing  contracts  and  commitments  (other  than those
         described in  subparagraphs  (a),  (b), (c), (d) or (e) of this Section
         3.9, the Comtech Customer Contracts (as hereinafter defined)),  and the
         Comtech  Benefit Plans (as  hereinafter  defined) to which Comtech is a
         party or by which its  properties  or assets may be bound  involving an
         annual  commitment or annual  payment by any party thereto of more than
         $5,000  individually,  or which have a fixed term  extending  more than
         twelve  (12)  months  from the date  hereof  and which  involve a total
         commitment or payment by any party thereto of more than $10,000.

              True  and  complete  copies  of all  Comtech  Material  Contracts,
including  all  amendments  thereto,  have been made  available  to Restor.  The
Comtech  Material  Contracts are valid and  enforceable in accordance with their
respective terms with respect to Comtech and valid and enforceable in accordance
with their  respective  terms with respect to any other party  thereto,  in each
case to the extent  material to the  business  and  operations  of Comtech,  and
subject to applicable  bankruptcy,  insolvency  and other similar laws affecting
the enforceability of creditors' rights generally,  general equitable principles
and the discretion of courts in granting equitable  remedies.  Except for events
or occurrences,  the  consequences  of which,  individually or in the aggregate,
would not have a material adverse effect on the assets, liabilities,  results of
operations,  financial condition, business or prospects of Comtech, there is not
under any of the Comtech  Material  Contracts  any existing  breach,  default or
event of default  by Comtech or event that with  notice or lapse of time or both
would  constitute  a breach,  default or event of default by  Comtech,  nor does
Comtech  know of, and Comtech has not  received  notice of, or made a claim with
respect to, any breach or default by any other party thereto.

     Section 3.10. Comtech Customer Contract. The Comtech Disclosure Letter sets
forth a true and complete list of all agreements or contracts  pursuant to which
Comtech  provides  goods or services to its  customers  (the  "Comtech  Customer
Contracts").  Comtech  does not  provide  goods  or  services  to its  customers
pursuant to verbal or oral  agreements  or  contracts.  The  Comtech  Disclosure
Letter sets forth a true and complete list of all customers of Comtech which the
management  of Comtech  reasonably  believes in good faith may  terminate  their
contracts  with Comtech or may assert a claim for damages  against  Comtech as a
result of a default by Comtech of its obligations under such contract or for any
other reason, other than customer terminations arising in the ordinary course of
business  consistent  with past  practices  and which do not in any event in the
aggregate involve annual revenues of $5,000 or more. The execution, delivery and
performance  of this Agreement by Comtech and the Signing  Shareholders  and the
consummation of the transactions  contemplated hereby by Comtech and the Signing
Shareholders  will not,  with the  passing  of time or giving of notice or both,
violate  or  conflict  with or  constitute  a  default  under or give  rise to a
termination  right under any Comtech  Customer  Contract except such violations,
conflicts and defaults which in the aggregate would not have a material  adverse
effect on the assets, liabilities,  results of operations,  financial condition,
business or prospects of Comtech.

     Section  3.11.  Tax  Returns;  Taxes.  Comtech has duly filed all  federal,
state,  local and foreign  tax  returns  required to be filed by it and has duly
paid or made  adequate  provision for the payment of all taxes which are due and
payable  pursuant to such returns or pursuant to any assessment  with respect to
taxes in such  jurisdictions,  whether or not in  connection  with such returns,
except for incidental  interest and penalties which may be due and payable,  but
which are not material in amount.  The liability for taxes reflected in the 1995
Balance Sheet is sufficient for the payment of all unpaid taxes,  whether or not
disputed, that are accrued or applicable for the period ended December 31, 1995,
and for all years and periods ended prior thereto. All deficiencies  asserted as
a result of any  examinations  by the Internal  Revenue  Service  ("IRS") or any
other taxing authority have been paid, fully settled or adequately  provided for
in the 1995 Balance  Sheet.  There are no pending  claims  asserted for taxes of
Comtech or outstanding  agreements or waivers  extending the statutory period of
limitation  applicable to any tax return of Comtech for any period.  Comtech has
made all  estimated  income tax deposits and all other  required tax payments or
deposits and has complied for all prior  periods in all material  respects  with
the tax withholding provisions of all applicable federal,  state, local, foreign
and other laws. Comtech has made available to Restor true,  complete and correct
copies of its federal  income tax  returns for the last three (3) taxable  years
and made available such other tax returns requested by Restor.

     Section 3.12.  Officers,  Directors and Employees.  The Comtech  Disclosure
Letter contains a true and complete list of all of the officers and directors of
Comtech, specifying their office and annual rate of compensation, and a true and
complete list of all of the employees of Comtech as of the date hereof with whom
Comtech has a written employment agreement or to whom Comtech has made verbal or
oral  commitments  which are  binding on  Comtech or who have an annual  rate of
compensation in excess of $30,000.

     Section 3.13. Comtech Employee Benefit Plans

      (a)Definition of Benefit  Plans.  For purposes of this Section  3.13,  the
         term "Comtech Benefit Plan" means any plan, program, arrangement, fund,
         policy,  practice  or  contract  which,  through  which or under  which
         Comtech or a Comtech ERISA Affiliate (as hereinafter  defined) provides
         benefits  or  compensation  to or on  behalf  of  employees  or  former
         employees  of Comtech or an Comtech  ERISA  Affiliate  (as  hereinafter
         defined), whether formal or informal, whether or not written, including
         but not limited to the following:

                  (1) Arrangements -- any bonus, incentive  compensation,  stock
              option, deferred compensation,  commission,  severance pay, golden
              parachute or other compensation plan or rabbi trust;

                  (2) ERISA Plans -- any "employee  benefit plan" (as defined in
              Section 3(3) of the  Employee  Retirement  Income  Security Act of
              1974, as amended  ("ERISA")),  including,  but not limited to, any
              multi-employer  plan (as  defined  in  Section  3(37) and  Section
              4001(a)(3) of ERISA),  defined benefit plan,  profit sharing plan,
              money purchase pension plan, 401(k) plan,  savings or thrift plan,
              stock bonus plan,  employee  stock  ownership  plan,  or any plan,
              fund,  program,  arrangement  or  practice  providing  for medical
              (including  post-retirement medical),  hospitalization,  accident,
              sickness, disability, or life insurance benefits; and
(3) Other  Employee  Fringe  Benefits  -- any stock  purchase,
              vacation, scholarship, day care, prepaid legal services, dependent
              care,  telephone,  automobile,  dependent  travel or other  fringe
              benefit plans, programs, arrangements, contracts or practices.

       (b)Comtech ERISA  Affiliate.  For purposes of this Section 3.13, the term
          "Comtech ERISA Affiliate" means each trade or business (whether or not
          incorporated)  which  together  with  Comtech  is  treated as a single
          employer under Section 414(b), (c), (m) or (o) of the Code.

       (c)Identification  of Benefit  Plans.  Except as described in the Comtech
          Disclosure Letter,  Comtech does not maintain,  nor has it at any time
          established  or  maintained,  nor has it at any time been obligated to
          make,  or  otherwise  made,  contributions  to or under  or  otherwise
          participated in any Comtech Benefit Plan.

       (d)MEPPA Liability/Post-Retirement  Medical Benefits. Except as described
          in the  Comtech  Disclosure  Letter,  neither  Comtech nor any Comtech
          ERISA  Affiliate  maintains,  nor  has  at  any  time  established  or
          maintained,  nor has at any time  been  obligated  to  make,  or made,
          contributions to or under any multi-employer plan. Except as described
          in the Comtech Disclosure Letter,  Comtech does not maintain,  nor has
          it at any time established or maintained,  nor has it at any time been
          obligated  to make,  or made,  contributions  to or under (i) any plan
          which provides post-retirement medical or health benefits with respect
          to employees of Comtech;  (ii) any organization  described in Sections
          501(c)(9) or 501(c)(20) of the Code; (iii) any defined benefit pension
          plan or money purchase  pension plan subject to Title IV of ERISA;  or
          (iv) any plan  which  provides  retirement  benefits  in excess of the
          limitations in Sections 401(a)(17),  401(k),  401(m), 402(g) or 415 of
          the Code. There is no lien upon any property of Comtech or any Comtech
          ERISA Affiliate  outstanding pursuant to Section 412(n) of the Code in
          favor of any Comtech Benefit Plan. No assets of Comtech or any Comtech
          ERISA Affiliate have been provided as security for any Comtech Benefit
          Plan pursuant to Section 401(a)(29) of the Code.

       (e)Documentation.  Comtech  has  made  available  to  Restor  a true  and
          complete copy of the following documents, if applicable,  with respect
          to each Comtech  Benefit  Plan  identified  in the Comtech  Disclosure
          Letter: (i) all documents, including any insurance contracts and trust
agreements, setting forth the terms of the Comtech Benefit Plan, or if
          there are no such  documents  evidencing  the Comtech  Benefit Plan, a
          full  description of the Comtech  Benefit Plan; (ii) the ERISA summary
          plan description and any other summary of plan provisions  provided to
          participants  or  beneficiaries  for each such Comtech  Benefit  Plan;
          (iii) the  annual  reports  filed for the most  recent  three (3) plan
          years and most recent financial  statements or periodic  accounting of
          related plan assets with respect to each Comtech  Benefit  Plan;  (iv)
          the most recent favorable determination letter, opinion or ruling from
          the IRS for each Comtech Benefit Plan, the assets of which are held in
          trust,  to the effect  that such trust is exempt from  federal  income
          tax;  and (v) each opinion or ruling from the  Department  of Labor or
          the Pension Benefit Guaranty Corporation ("PBGC") with respect to such
          Comtech Benefit Plans.

       (f)Qualified  Status.  Except  as  described  in the  Comtech  Disclosure
          Letter,  each Comtech  Benefit Plan that is funded  through a trust or
          insurance contract has at all times satisfied in all respects,  by its
          terms  and  in  its  operation,  all  applicable  requirements  for an
          exemption  from federal  income  taxation  under Section 501(a) of the
          Code.  Neither  Comtech nor any Comtech  ERISA  Affiliate  maintains a
          Comtech Benefit Plan which meets the requirements of Section 401(a) of
          the Code (each a "401 Plan").  Any determination  letter issued by the
          IRS to the  effect  that any such 401  Plan  qualifies  under  Section
          401(a) of the Code and that the related  trust is exempt from taxation
          under  Section  501(a) of the Code  remains in effect and has not been
          revoked.  Each such 401 Plan, if any,  currently complies in form with
          the requirements  under Section 401(a) of the Code, other than changes
          required by statutes, regulations and rulings for which amendments are
          not yet required.  Each such 401 Plan,  if any, has been  administered
          according to its terms (except for those terms which are  inconsistent
          with the changes  required  by  statutes,  regulations  and ruling for
          which  changes are not yet required to be made, in which case any such
          401 Plan has been  administered  in accordance  with the provisions of
          those  statutes,  regulations  and rulings) and in accordance with the
          requirements  of Section  401(a) of the Code.  Each such 401 Plan,  if
          any,  has been  tested for  compliance  with,  and has  satisfied  the
          requirements of, Section  401(k)(3) and 401(m)(2) of the Code for each
          plan year ending prior to the Effective Date.

       (g)Compliance. Except as described in the Comtech Disclosure Letter, each
          Comtech  Benefit  Plan  maintained  by  Comtech  or  a  Comtech  ERISA
          Affiliate  has at all  times  been  maintained,  by its  terms  and in
          operation,  in  accordance  with all  applicable  laws in all material
          respects, including
(to the  extent  applicable)  Code  Section  4980B.  There has been no
          failure  to  comply  with  applicable  ERISA  or  other   requirements
          concerning  the filing of  reports,  documents  and  notices  with the
          Secretary of Labor and Secretary of Treasury or the furnishing of such
          documents to  participants  or  beneficiaries  that could  subject any
          Comtech Benefit Plan, Comtech, any Comtech ERISA Affiliate,  Restor or
          any of its affiliates to any material civil or any criminal sanction.

       (h)Legal Actions. There are no actions,  audits, suits or claims known to
          the  Shareholder  which are pending or threatened  against any Comtech
          Benefit  Plan,  any  fiduciary  of any of Comtech  Benefit  Plans with
          respect to the Comtech  Benefit  Plans or against the assets of any of
          the Comtech  Benefit  Plans,  except  claims for benefits  made in the
          ordinary course of the operation of such plans.

       (i)Funding.  Comtech and each Comtech  ERISA  Affiliate has made full and
          timely  payment of all amounts  required to be  contributed  under the
          terms of each Comtech  Benefit Plan and  applicable law or required to
          be paid as expenses  under such Comtech  Benefit  Plan,  and no excise
          taxes  are  assessable  as a  result  of any  nondeductible  or  other
          contributions  made or not made to a Comtech Benefit Plan. No event or
          condition  exists with respect to any Comtech  Benefit Plan subject to
          Title IV of ERISA  which  could be deemed a  "Reportable  Event" (as .
          defined in Title IV of ERISA)  with  respect to which the thirty  (30)
          day notice  requirement  has not been waived  which could  result in a
          material  liability to Comtech,  and no  condition  exists which would
          subject  Comtech to a material fine under  Section 4071 of ERISA.  The
          assets  of  all  Comtech   Benefit  Plans  which  are  required  under
          applicable laws to be held in trust are in fact held in trust, and the
          assets  of  each  such  Comtech  Benefit  Plan  equal  or  exceed  the
          liabilities of each such plan. The  liabilities of each other plan are
          properly  and  accurately  reported on the  financial  statements  and
          records  of  Comtech.  The  assets of each  Comtech  Benefit  Plan are
          reported at their fair  market  value on the books and records of each
          plan.

       (j)Liabilities.  Neither  Comtech  nor any  Comtech  ERISA  Affiliate  is
          subject to any material  liability,  tax or penalty  whatsoever to any
          person  whomsoever  as a result  of  Comtech's  or any  Comtech  ERISA
          Affiliate's  engaging in a prohibited  transaction  under ERISA or the
          Code, and the Shareholder has no knowledge of any circumstances  which
          reasonably might result in any such material liability, tax or penalty
          as a result of a breach of fiduciary duty under ERISA. The termination
          of or withdrawal  from any Comtech  Benefit Plan maintained by Comtech
          or a Comtech ERISA  Affiliate which is subject to Title IV of ERISA or
          any
other Comtech Benefit Plan  immediately  after the Effective Time will
          not  subject  Restor,  the  Surviving  Corporation,  Merger Sub or any
          Comtech ERISA Affiliate to any additional contribution  requirement or
          to any other  liability,  tax or  penalty  whatsoever  (excluding  any
          liability,  tax or penalty  attributable  solely to the fact that such
          termination or withdrawal would violate the permanency  requirement of
          Section 401 (a) of the Code or an excise tax under Code Section 4980).
          Neither  the  execution  nor  the  performance  of  the   transactions
          contemplated by this Agreement will create, accelerate or increase any
          obligations  under any Comtech  Benefit Plan.  Neither Comtech nor any
          Comtech ERISA  Affiliate  has any  obligation to any retired or former
          employee,  or any current employee upon retirement,  under any Comtech
          Benefit Plan.

       (k)Amendment/New  Plans. From the date of this Agreement to the Effective
          Time,  no  amendment  shall be made to any Comtech  Benefit  Plan,  no
          commitment  shall be made to amend  any  Comtech  Benefit  Plan and no
          commitment  shall be made to continue  any Comtech  Benefit Plan or to
          adopt any new Comtech Benefit Plan for the benefit of any employees of
          Comtech or any Comtech  ERISA  Affiliate  absent the  express  written
          consent of Restor.

       (l)Excess  Parachute  Payments.  No  payment  required  to be made to any
          employee  associated  with  Comtech  as a result  of the  transactions
          contemplated  hereby under any contract or  otherwise  will,  if made,
          constitute an "excess parachute payment" within the meaning of Section
          280G of the Code or be nondeductible under Section 162(m) of the Code.

       (m)No Acceleration of Liability Under Benefit Plans.  The consummation of
          the transactions  contemplated  hereby will not accelerate or increase
          any   liability   under  any  Comtech   Benefit  Plan  because  of  an
          acceleration  or  increase  of any of the rights or  benefits to which
          employees of Comtech or any Comtech  ERISA  Affiliate  may be entitled
          thereunder.

       (n)Statutory  Benefits.  Except as  described  in the Comtech  Disclosure
          Letter,   Comtech  has,  on  a  timely   basis,   made  all  payments,
          withholdings  and  filings  of any  kind  required  of it by,  and has
          otherwise  complied in all material respects with, any applicable law,
          regulation  or  administrative   order  concerning  pension,   health,
          welfare,  unemployment,  workers'  compensation  or  similar  benefits
          administered by any governmental, regulatory or public body.

     Section  3.14.  Labor  Relations.  Comtech is in compliance in all material
respects  with all federal,  state and foreign laws  respecting  employment  and
employment practices, terms and conditions of employment, wages and hours, and
is not engaged in any unfair labor or unlawful employment practice.  There is no
unlawful  employment  practice  discrimination  charge involving Comtech pending
before the Equal Employment  Opportunity  Commission  ("EEOC"),  EEOC-recognized
state "referral  agency" or any other  governmental  agency.  There is no unfair
labor practice  charge or complaint  against Comtech pending before the National
Labor Relations Board ("NLRB").  There is no labor strike, dispute,  slowdown or
stoppage  actually  pending or, to the best  knowledge  of  Comtech,  threatened
against or involving or affecting Comtech,  and no NLRB representation  question
exists respecting any of its employees.  No grievance or arbitration  proceeding
is pending  against  Comtech and no written claim therefor  exists.  There is no
collective bargaining agreement that is binding on Comtech.

     Section 3.15.  Insurance.  Comtech has heretofore provided to Restor a true
and  complete  list of its  current  insurance  coverages,  including  names  of
carriers,  amounts of coverage  and premiums  therefor.  Comtech has been and is
insured with respect to its  properties  and the conduct of its business in such
amounts and against such risks as are reasonable in relation to its business and
will use its reasonable  efforts to maintain such insurance at least through the
Effective Time. Comtech has made available to Restor true and complete copies of
all insurance  policies  covering  Comtech,  its properties,  assets,  employees
and/or operations.

     Section 3.16. Title to  Properties  and Related  Matters.  Comtech  has, to
the best knowledge of the  Shareholders,  good  and  valid  title  to  or  valid
leasehold  interests in its  properties  reflected in the 1995 Balance  Sheet or
acquired  after  the date  thereof  (other  than  properties  sold or  otherwise
disposed of in the ordinary course of business),  and all of such properties are
held free and clear of all title defects, liens,  encumbrances and restrictions,
except,  with respect to all such  properties,  (a) mortgages and liens securing
debt  reflected as  liabilities  on the 1995 Balance  Sheet and (b)(i) liens for
current  taxes and  assessments  not in  default,  (ii)  mechanics',  carriers',
workmen's, materialmen's,  repairmen's, statutory or common law liens either not
delinquent or being contested in good faith, and (iii) encumbrances,  covenants,
rights of way, building or use restrictions,  easements, exceptions,  variances,
reservations and other similar matters or limitations, if any, which do not have
a  material   adverse  effect  on  Comtech's  use  of  the  property   affected.
Notwithstanding   the   immediately   preceding   sentence,   Comtech  makes  no
representation  or warranty in this  Section  3.16 or  otherwise  regarding  the
validity of title to any such  properties  in which Comtech has only a leasehold
interest.

     Section 3.17. Environmental  Matters. Except for a residential  condominium
which  Comtech  owned,  but  no  longer  owns, in  Newark,  California,  Comtech
does not own, nor has at any time owned,  any real  property.  There has been no
material  release  of a  hazardous  substance,  as that term is  defined  in the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42
U.S.C. ss. 9601(14), or any petroleum product by Comtech into the environment at
any  property  ever  owned,  leased  or used by the  Comtech  (the  "Premises"),
including,  without  limitation,  any such  release  in the soil or  groundwater
underlying the Premises and, to the best knowledge of Comtech, there has been no
such release by any other party at any of the Premises. Comtech has from time to
time disposed of small amounts of hazardous  substances  (as defined above) in a
manner believed by Comtech to be in compliance with Environmental  Laws. Comtech
has not received  notice of any  violation of any  Environmental  Law nor has it
been advised of any claim or liability pursuant to any Environmental Law brought
by any domestic or foreign  governmental  agency or private party.  There are no
Environmental Liabilities (as defined below) of Comtech that, individually or in
the  aggregate,  have had or would  reasonably  be  expected  to have a material
adverse  effect on the assets,  liabilities,  results of  operations,  financial
condition,  business  or  prospects  of  Comtech.  As used  in  this  Agreement,
"Environmental  Laws"  means  any and all  federal,  state,  local  and  foreign
statutes, laws, judicial decisions,  regulations,  ordinances, rules, judgments,
orders,  decrees,  codes,  plans,  injunctions,  permits,  concessions,  grants,
franchises,  licenses, agreements and governmental restrictions,  whether now or
hereafter in effect,  relating to human health, the environment or to emissions,
discharges  or releases of  pollutants,  contaminants,  Hazardous  Substances or
wastes into the environment,  including without  limitation ambient air, surface
water,  ground  water  or  land,  or  otherwise  relating  to  the  manufacture,
processing,  distribution,  use,  treatment,  storage,  disposal,  transport  or
handling of  pollutants,  contaminants,  Hazardous  Substances  or wastes or the
clean-up or other remediation thereof.  "Environmental Liabilities" with respect
to any person means any and all liabilities of or relating to such person or any
of its  Subsidiaries  (including  any  entity  which is, in whole or in part,  a
predecessor  of such  Person  or any of its  Subsidiaries),  whether  vested  or
unvested,  contingent or fixed, actual or potential, known or unknown, which (i)
arise under or relate to matters covered by  Environmental  Laws and (ii) relate
to actions  occurring or  conditions  existing on or prior to the Closing  Date.
"Hazardous  Substances"  means any  toxic,  radioactive,  caustic  or  otherwise
hazardous substance, including petroleum, its derivatives, by-products and other
hydrocarbons, or any substance having any constituent elements displaying any of
the foregoing  characteristics,  including,  without  limitation,  any substance
regulated under Environmental Laws.

     Section 3.18.  Patents,  Trademarks,  Trade Names.  The Comtech  Disclosure
Letter  sets  forth a true and  complete  list  of:  (a) all  material  patents,
trademarks  and  trade  names   (including   all  federal,   state  and  foreign
registrations pertaining thereto) and all material copyright registrations owned
by Comtech (collectively,  the "Proprietary Intellectual Property"); and (b) all
patents,  trademarks,  trade names,  copyrights and all technology and processes
used by Comtech in its business  which are material to its business and are used
pursuant to a license or other right granted by a third party (collectively, the
"Licensed Intellectual Property" and, together with the Proprietary Intellectual
Property,  herein referred to as "Intellectual  Property").  A true and complete
list of all such licenses with respect to Licensed  Intellectual Property is set
forth in the Comtech Disclosure Letter.  Each of the federal,  state and foreign
registrations  pertaining to the Proprietary  Intellectual Property is valid and
in full  force  and  effect.  All  required  filings  in  association  with such
registrations  have been  properly  made and all  required  fees have been paid.
Comtech  owns,  or has  the  right  to  use  pursuant  to  valid  and  effective
agreements,  all Intellectual Property, and the consummation of the transactions
contemplated  hereby will not alter or impair any such  rights,  except for such
defects  in title or other  matters  which  in the  aggregate  would  not have a
material  adverse  effect on the  assets,  liabilities,  results of  operations,
financial  condition,  business or prospects  of Comtech.  No claims are pending
against  Comtech  by any  person  with  respect  to the use of any  Intellectual
Property or  challenging  or questioning  the validity or  effectiveness  of any
license or agreement relating to the same, and the current use by Comtech of the
Intellectual  Property  does not infringe on the rights of any third party.  The
Comtech  Disclosure  Letter  sets  forth a list of all  jurisdictions  in  which
Comtech is operating under a trade name, and each jurisdiction in which any such
trade name is registered.

     Section 3.19. Transactions  with Affiliates.  No shareholder or director of
Comtech,  or  any  person with  whom  any  such  shareholder or director has any
direct or indirect  relation by blood,  marriage or  adoption,  or any entity in
which any such person owns any beneficial  interest  (other than a publicly held
corporation  whose stock is traded on a national  securities  exchange or in the
over-the-counter  market and less than 1% of the stock of which is  beneficially
owned by all such persons) has any interest in (i) any contract,  arrangement or
understanding with, or relating to, the business or operations of Comtech,  (ii)
any loan, arrangement,  understanding,  agreement or contract for or relating to
indebtedness  of  Comtech,  or (iii)  any  property  (real,  personal  or mixed,
tangible or intangible) used, or currently  intended to be used, in the business
or operations of Comtech.

     Section 3.20. Brokers,  Finders and Investment Bankers. Neither Comtech nor
any of its officers,  directors or employees has employed any broker,  finder or
investment  banker or incurred any  liability for any  investment  banking fees,
financial advisory fees,  brokerage fees or finders' fees in connection with the
transactions contemplated herein.
Section 3.21. Disclosure.  No representation,  warranty or covenant made by
Comtech in this Agreement, the Comtech Disclosure Letter or any Exhibit attached
hereto  contains  an untrue  statement  of a  material  fact or omits to state a
material  fact  required to be stated herein or therein or necessary to make the
statements contained herein or therein not misleading.

                                   ARTICLE 4.
                    REPRESENTATIONS AND WARRANTIES OF RESTOR

         With such  exceptions,  if any,  as may be set  forth in a letter  (the
"Restor  Disclosure  Letter") to be  delivered by Restor to Comtech on or before
May 3, 1996, Restor hereby represents and warrants to Comtech as follows:

     Section 4.1. Organization. Restor is a  corporation duly organized, validly
existing  and  in  good  standing  under  the  laws of the  jurisdiction  of its
incorporation and has all requisite  corporate power and authority to own, lease
and operate its properties and to carry on its business as now being  conducted.
Restor is duly qualified to transact  business,  and is in good  standing,  as a
foreign  corporation in each jurisdiction  where the character of its activities
requires  such  qualification,  except where the failure to so qualify would not
have  a  material  adverse  effect  on  the  assets,  liabilities,   results  of
operations, financial condition, business or prospects of Restor.

     Section  4.2.  Authorization.  Each of  Restor  and  Merger  Sub  has  full
corporate  power and  authority  to execute and deliver  this  Agreement  and to
perform its  obligations  under this  Agreement and to consummate the Merger and
the other transactions  contemplated  hereby. The execution and delivery of this
Agreement by Restor and Merger Sub,  subject only to the  performance  by Restor
and Merger Sub of their respective obligations hereunder and the consummation of
the Merger and the other  transactions  provided for herein,  have been duly and
validly  authorized  by all  necessary  corporate  action on the part of each of
Restor and Merger Sub.  The Boards of Directors of each of Restor and Merger Sub
have approved the execution,  delivery and performance of this Agreement and the
consummation of the Merger and the other transactions  provided for herein. This
Agreement  has been duly executed and delivered by each of Restor and Merger Sub
and  constitutes  the valid and  binding  agreement  of Restor and  Merger  Sub,
enforceable  against each of Restor and Merger Sub in accordance with its terms,
subject to applicable  bankruptcy,  insolvency  and other similar laws affecting
the enforceability of creditors' rights generally,  general equitable principles
and the discretion of courts in granting equitable remedies.
Section 4.3. Absence of Restrictions and Conflicts. The execution, delivery
and performance of this Agreement,  the consummation of the Merger and the other
transactions  contemplated  by  this  Agreement,  and  the  fulfillment  of  and
compliance  with the terms and conditions of this Agreement do not and will not,
with the  passing of time or the giving of notice or both,  violate or  conflict
with,  constitute  a  breach  of or  default  under,  result  in the loss of any
material benefit under, or permit the acceleration of any obligation  under, (i)
any term or provision of the Articles of Incorporation or Bylaws of Restor, (ii)
any  contract  material to the  business  and  operations  of Restor,  (iii) any
judgment,  decree or order of any court or  governmental  authority or agency to
which Restor is a party or by which Restor or any of its properties is bound, or
(iv) any statute,  law,  regulation or rule applicable to Restor, so as to have,
in the case of subsections (ii) through (iv) above, a material adverse effect on
the assets, liabilities, results of operations, financial condition, business or
prospects of Restor.  Except for filing and  recordation  of the  Certificate of
Merger,  no  consent,  approval,  order or  authorization  of, or  registration,
declaration or filing with, any government  agency or public or regulatory unit,
agency,  body or authority with respect to Restor is required in connection with
the execution, delivery or performance of this Agreement by Restor or Merger Sub
or the consummation of the transactions contemplated by this Agreement by Restor
or Merger Sub, the failure to obtain which would have a material  adverse effect
upon the  assets,  liabilities,  results  of  operations,  financial  condition,
business or prospects of Restor.

     Section 4.4.  Capitalization  of Restor.  The  authorized  capital stock of
Restor consists of 20,000,000  shares of common stock, $.01 par value per share,
of which 12,658,930 shares were issued and outstanding as of March 31, 1996, and
500,000 shares of non-voting Class B common stock,  $.01 par value per share, of
which no shares were issued and  outstanding  as of March 31,  1996.  The Restor
Disclosure Letter sets forth a full, true and complete list of the shareholdings
of, and options,  warrants and similar rights owned by, all officers,  directors
and 5%  stockholders of Restor shown on the books and records of Restor at March
31, 1996. All shares of Restor Stock  outstanding as of the date hereof are duly
authorized,  validly issued,  fully paid,  nonassessable  and free of preemptive
rights.  The shares of Restor  Stock to be issued in the Merger  will be validly
issued, fully paid, nonassessable and free of preemptive rights.

     Section 4.5. Financial Statements. Restor has made available to Comtech the
audited  consolidated  balance  sheets  of  Restor  and  its  subsidiaries as of
December 31, 1993,  1994 and 1995,  and the related  consolidated  statements of
operations, stockholders' equity and cash flows for the fiscal years then ended,
including the notes  thereto.  All of the  foregoing  financial  statements  are
hereinafter  collectively  referred to as the "Restor Financial  Statements" and
the balance  sheet as of December  31,  1995 is  hereinafter  referred to as the
"1995 Restor Balance Sheet." The Restor Financial  Statements have been prepared
from,  and are in accordance  with,  the books and records of Restor and present
fairly the  financial  position  and results of  operations  of Restor as of the
dates and for the periods indicated,  in each case, in conformity with generally
accepted accounting  principles,  consistently  applied. As of the Closing Date,
Restor shall have no liability or obligation of any nature  whatsoever,  whether
accrued,  absolute,  contingent or otherwise, other than (x) current liabilities
and  obligations  which are  recurring in nature and not overdue on their terms,
(y)  liabilities and  obligations  reflected and adequately  provided for on the
1995 Restor Balance Sheet and (z)  liabilities  and  obligations  arising in the
ordinary course of business of Restor,  or in connection  with the  transactions
contemplated hereby, since the date of the 1995 Restor Balance Sheet.

     Section 4.6. Absence of Certain Changes.

         (a)  Certain Financial Matters; Property;  Dividends. Since the date of
         the 1995  Restor  Balance  Sheet,  there has not been (i) any  material
         adverse  change in the  assets,  liabilities,  results  of  operations,
         financial condition,  business or prospects of Restor, (ii) any damage,
         destruction,  loss or casualty to property or assets of Restor, whether
         or not covered by insurance,  which  property or assets are material to
         its  operations or business,  (iii) any  declaration,  setting aside or
         payment of any  dividend or  distribution  (whether  in cash,  stock or
         property) in respect of the capital stock of Restor,  or any redemption
         or other acquisition by Restor of any of the capital stock of Restor or
         any split,  combination or  reclassification of shares of capital stock
         declared  or made by  Restor,  or (iv) any  agreement  to do any of the
         foregoing.

         (b)  Other  Changes.  Since the date of the 1995 Restor  Balance Sheet,
         there have not been (i) any losses  suffered,  (ii) any material assets
         mortgaged,  pledged  or made  subject  to any  lien,  charge  or  other
         encumbrance,  (iii) any  material  liability or  obligation  (absolute,
         accrued or contingent)  incurred or any material bad debt,  contingency
         or other reserve increase  suffered,  except, in each such case, in the
         ordinary course of business and consistent with past practice, (iv) any
         material  claims,  liabilities  or  obligations  (absolute,  accrued or
         contingent)  paid,  discharged  or  satisfied,  other than the payment,
         discharge  or  satisfaction,  in the  ordinary  course of business  and
         consistent with past practice,  of claims,  liabilities and obligations
         reflected or reserved  against in the Restor  Financial  Statements  or
         incurred in the ordinary  course of business and  consistent  with past
         practice  since the date of the Restor  Financial  Statements,  (v) any
material  guarantees,  checks, notes or accounts receivable written off
         as uncollectible,  except write-offs in the ordinary course of business
         and consistent with past practice,  (vi) any write down of the value of
         any asset or  investment  on  Restor's  books or  records,  except  for
         depreciation and amortization  taken in the ordinary course of business
         and  consistent  with  past  practice,  (vii) any  cancellation  of any
         material  debts  or  waiver  of  any  material   claims  or  rights  of
         substantial  value,  or  sale,  transfer  or other  disposition  of any
         material  properties  or assets (real,  personal or mixed,  tangible or
         intangible)  of  substantial  value,  except,  in each  such  case,  in
         transactions  in the ordinary  course of business and  consistent  with
         past practice ,(viii) any material transactions entered into other than
         in the ordinary  course of business,  (ix) any  agreements to do any of
         the foregoing,  or (x) any other events,  developments or conditions of
         any character that have had or are reasonably likely to have a material
         adverse  effect on the  assets,  liabilities,  results  of  operations,
         financial   condition,   business  or   prospects  of  Restor  and  its
         subsidiaries taken as a whole.

     Section  4.7.  Legal  Proceedings.  There  are no suits,  actions,  claims,
proceedings  or  investigations  pending  or, to the best  knowledge  of Restor,
threatened  against,  relating to or involving Restor (or any of its officers or
directors) before any court,  arbitrator or administrative or governmental body,
which, if finally determined adversely,  are reasonably likely,  individually or
in the aggregate, to have a material adverse effect on the assets,  liabilities,
results of operations, financial condition, business or prospects of Restor. All
pending or threatened  suits,  actions,  claims,  proceedings or  investigations
relating to or involving Restor (or any of its officers or directors) before any
court, arbitrator or administrative or governmental body are adequately provided
for in the 1995 Restor  Balance  Sheet in  accordance  with  generally  accepted
accounting  principles.   Restor  is  not  subject  to  any  judgment,   decree,
injunction, rule or order of any court nor is Restor subject to any governmental
restriction  applicable to it, which is reasonably likely (a) to have a material
adverse  effect on the assets,  liabilities,  results of  operations,  financial
condition,  business  or  prospects  of Restor and its  subsidiaries  taken as a
whole.

     Section 4.8.  Compliance with Law. Restor has all material  authorizations,
approvals,  licenses  and  orders of and from all  governmental  and  regulatory
officers and bodies  necessary to carry on its business as it is currently being
conducted, to own or hold under lease the properties and assets it owns or holds
under lease and to perform all of its obligations  under the agreements to which
it is a party,  and Restor  has been and is in  compliance  with all  applicable
laws, regulations  and  administrative  orders  of  any  country,  state
or  municipality  or of any  subdivision  thereof to which its  business  or its
employment  of labor or its use or occupancy of  properties  or any part thereof
are  subject,  the  failure  to obtain or the  violation  of which  would have a
material  adverse  effect upon its assets,  liabilities,  results of operations,
financial condition,  business or prospects of Restor and its subsidiaries taken
as a whole.

     Section 4.9. Tax Returns;  Taxes. Restor has duly filed all federal, state,
local and  foreign  tax  returns  required  to  be filed by it and has duly paid
or made  adequate  provision  for the  payment  of all  taxes  which are due and
payable  pursuant to such returns or pursuant to any assessment  with respect to
taxes in such jurisdictions, whether or not in connection with such returns. The
liability for taxes reflected in the 1995 Restor Balance Sheet is sufficient for
the payment of all unpaid taxes,  whether or not  disputed,  that are accrued or
applicable for the period ended December 31, 1995, and for all years and periods
ended prior thereto.  All deficiencies  asserted as a result of any examinations
by the IRS or any other  taxing  authority  have been  paid,  fully  settled  or
adequately  provided for in the 1995 Restor Balance Sheet.  There are no pending
claims  asserted  for taxes of  Restor  or  outstanding  agreements  or  waivers
extending  the statutory  period of  limitation  applicable to any tax return of
Restor for any period. Restor has made all estimated income tax deposits and all
other  required tax payments or deposits and has complied for all prior  periods
in all material  respects with the tax withholding  provisions of all applicable
federal, state, local, foreign and other laws.

     Section 4.10.  Restor SEC Reports.  Restor has heretofore made available to
Comtech  Restor's  Annual  Reports on Form 10-K for the years ended December 31,
1993, 1994 and 1995 (the "Restor SEC Reports").  As of their  respective  dates,
the Restor SEC Reports did not contain any untrue  statement of a material  fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading. Since January 1, 1993, Restor has filed all forms, reports
and documents with the Securities and Exchange  Commission  required to be filed
by it pursuant to the Securities Act of 1933, as amended (the "Securities Act"),
and the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  and
the rules and regulations promulgated  thereunder,  each of which complied as to
form,  at the time such form,  document  or report was  filed,  in all  material
respects with the applicable requirements of the Securities Act and the Exchange
Act and the applicable rules and regulations promulgated thereunder.
Section  4.11.Transactions  with  Affiliates.  Except as  disclosed  in the
Restor SEC Reports,  no executive  officer or director of Restor,  or any person
with whom any such  executive  officer or  director  has any direct or  indirect
relation by blood,  marriage or adoption, or any entity in which any such person
owns any beneficial interest (other than a publicly held corporation whose stock
is traded on a national  securities exchange or in the  over-the-counter  market
and  less  than 1% of the  stock  of  which  is  beneficially  owned by all such
persons)  has any interest in (i) any  contract,  arrangement  or  understanding
with,  or relating  to, the  business or  operations  of Restor,  (ii) any loan,
arrangement,   understanding,   agreement   or  contract   for  or  relating  to
indebtedness of Restor, or (iii) any property (real, personal or mixed, tangible
or  intangible)  used,  or  currently  intended to be used,  in the  business or
operations of Restor.

     Section 4.12. Disclosure.  No representation,  warranty or covenant made by
Restor in this  Agreement,  the Restor  Disclosure  Letter or any Exhibit hereto
contains any untrue  statement  of a material  fact or omits to state a material
fact required to be stated herein or therein or necessary to make the statements
contained herein or therein not misleading.

                                                          
                                   ARTICLE 5.
                        CERTAIN COVENANTS AND AGREEMENTS

     SECTION 5.1. Conduct of Business by Comtech.  From  the date  hereof to the
Effective  Time,  Comtech  will,  except  as  required  in  connection  with the
Merger and the other  transactions  contemplated by this Agreement and except as
otherwise  disclosed in the Comtech Disclosure Letter or consented to in writing
by Restor:

              (i)  Carry  on  its   businesses   in  the   ordinary   course  in
         substantially the same manner as heretofore conducted and not engage in
         any new line of business or enter into any  agreement,  transaction  or
         activity or make any commitment  except those in the ordinary course of
         business and not otherwise prohibited under this Section 5.1;

              (ii) Neither  change  nor amend its Articles of  Incorporation  o
         Bylaws;

              (iii) Sell or grant  options,  warrants  or rights to  purchase or
         subscribe to, or enter into any arrangement or contract with respect to
         the  issuance or sale of any of its capital  stock of Comtech or rights
         or obligations  convertible  into or exchangeable for any shares of its
         capital  stock  and  not  alter  the  terms  of any  of  its  presently
         outstanding  options,  warrants or other equity  securities or make any
         changes (by split-up, combination,  reorganization or otherwise) in its
         capital structure;
(iv)Not  declare,  pay or set aside for  payment  any  dividend or
         other  distribution  in respect of its  capital  stock or other  equity
         securities,  except for  distributions of dividends to its shareholders
         in the ordinary course of business  consistent with past practice,  and
         not  redeem,  purchase or  otherwise  acquire any shares of its capital
         stock or other securities or rights or obligations  convertible into or
         exchangeable for any shares of its capital stock or other securities or
         obligations  convertible  into such, or any options,  warrants or other
         rights to purchase or subscribe to any of the foregoing;

              (v) Not acquire or enter into an agreement to acquire,  by merger,
         consolidation  or purchase of stock  or assets, any business or entity;

              (vi) Use its reasonable  efforts to preserve  intact its corporate
         existence,  goodwill and business  organizations,  to keep its officers
         and  employees  available to Restor and to preserve  its  relationships
         with customers, suppliers and others having business relations with it;

              (vii) Not  (A)  create,   incur  or  assume  any  long-term   debt
         (including  obligations in respect of capital leases) or any short-term
         debt for borrowed money,  (B) assume,  guarantee,  endorse or otherwise
         become  liable  or  responsible  (whether  directly,   contingently  or
         otherwise)  for the  obligations  of any  other  person,  except in the
         ordinary course of business and consistent with past practice, (C) make
         any loans or  advances  to any  other  person,  except in the  ordinary
         course of business  and  consistent  with past  practice,  (D) make any
         capital  contributions to, or investments in, any person, except in the
         ordinary  course of business and  consistent  with past  practices with
         respect to investments,  (E) make any capital expenditure  involving in
         excess of $5,000 in the case of any  single  expenditure  or $10,000 in
         the case of all  capital  expenditures,  or (F)  purchase  or commit to
         purchase more than $300,000 of inventory in the aggregate;

              (viii) Not enter into, modify or extend in any manner the terms of
         any  employment,  severance  or similar  agreements  with  officers and
         directors  nor pay or become  obligated to pay any bonuses to, or grant
         any increase in the compensation of, officers,  directors or employees,
         whether  now or  hereafter  payable,  including  any  such  payment  or
         increase  pursuant  to any  option,  bonus,  stock  purchase,  pension,
         profit-sharing,   deferred  compensation,  retirement  or  other  plan,
         arrangement,  contract or commitment;  provided, however, that it shall
         be permitted  hereunder to (i) pay employee bonuses of up to $63,000 in
         the aggregate,  and (ii) grant increases in the compensation payable to
         employees (but not  executives or directors) in the ordinary  course of
business  consistent  with its 1996 budget and which do not in the case
         of any specific  employee involve an increase in compensation in excess
         of twenty percent (20%) of such employee's 1995  compensation and which
         in the  aggregate  do not involve an  annualized  compensation  expense
         increase of $10,000 or more;

              (ix)Perform in all material  respects all of its obligations under
         all Comtech  Material  Contracts  (except those being contested in good
         faith) and not enter into,  assume or amend any contract or  commitment
         that  would be a Comtech  Material  Contract  other than  contracts  to
         provide services entered into in the ordinary course of business;

              (x) Use its  reasonable  efforts  to  maintain  in full  force and
         effect and in the same  amounts  policies of  insurance  comparable  in
         amount and scope of coverage to that now maintained by it;

              (xi)Use its reasonable efforts to continue to collect its accounts
         receivable  and pay its  accounts  payable  in the  ordinary  course of
         business and consistent with past practices; and

              (xii)  Prepare  and file all  federal,  state,  local and  foreign
         returns for taxes and other tax reports, filings and amendments thereto
         required to be filed by it, and allow Restor, at its request, to review
         all such returns,  reports, filings and amendments at Comtech's offices
         prior to the filing thereof,  which review shall not interfere with the
         timely filing of such returns.

         In  connection  with the  continued  operation  of  Comtech's  business
between the date of this Agreement and the Effective Time,  Comtech shall confer
in good faith on a regular and frequent  basis with one or more  representatives
of Restor designated in writing to report on operational  matters of materiality
and the general status of ongoing operations.  Comtech  acknowledges that Restor
does not and will not waive any  rights it may have under  this  Agreement  as a
result of such consultations.

     Section 5.2. Inspection and Access to Information; Confidentiality.

           (a)Inspection and Access.  Between the date of this Agreement and the
         Effective  Time,  Comtech  will  provide  Restor  and its  accountants,
         investment bankers,  counsel and other authorized  representatives full
         access,   during   reasonable   business  hours  and  under  reasonable
         circumstances  to any and all of its premises,  properties,  contracts,
         commitments,  books,  records  and  other  information  (including  tax
         returns filed and those in  preparation)  and will cause its respective
officers   to   furnish   to  the  other   party  and  its   authorized
         representatives any and all financial, technical and operating data and
         other information pertaining to its business, as each other party shall
         from time to time reasonably request.

           (b)Confidentiality.  Restor shall,  and shall use its best efforts to
         cause its authorized representatives to, hold in strict confidence, and
         not  disclose  to any  person  without  the prior  written  consent  of
         Comtech,   or  use  in  any  manner  except  in  connection   with  the
         transactions contemplated hereby, all information obtained from Comtech
         in connection with the transactions  completed hereby, except that such
         information  may be disclosed  (i) where  necessary  to any  regulatory
         authorities or governmental  agencies,  (ii) if required by court order
         or decree,  (iii) if it is  ascertainable  or  obtained  from public or
         published  information,  (iv) if it is or  becomes  known to the public
         other than through  disclosure by such party, (vi) if the recipient can
         demonstrate  it was in its  possession  prior to disclosure  thereof in
         connection  with the Agreement,  (vii) if the recipient can demonstrate
         it was independently developed by it, or (viii) if the disclosing party
         is advised in writing by counsel  that it is legally  required  to make
         such disclosure.

     Section 5.3. No Solicitation;  Acquisition Proposals.  From the date hereof
until the Effective  Time or until this  Agreement is terminated or abandoned as
provided in Article 8, Comtech shall not directly or indirectly:  (a) solicit or
initiate  (including by way of furnishing any information)  discussions with; or
(b) enter into  negotiations or agreements  with, or furnish any information to,
any  corporation,  partnership,  person  or other  entity or group  (other  than
Restor,  its subsidiaries or their authorized  representatives  pursuant to this
Agreement)  concerning any proposal for a merger,  sale of  substantial  assets,
sale of shares of stock or securities or other takeover or business  combination
transaction (the "Acquisition  Proposal")  involving Comtech,  and Comtech shall
instruct  its  officers,  directors,  advisors  and  other  financial  and legal
representatives and consultants not to take any action contrary to the foregoing
provisions of this sentence.  Comtech will notify Restor  promptly in writing if
Comtech  becomes  aware that any  inquiries  or  proposals  are received by, any
information is requested from, or any  negotiations or discussions are sought to
be initiated with Comtech with respect to an Acquisition Proposal. Comtech shall
immediately cease any existing activities,  discussions or negotiations with any
third parties which may have been  conducted on or prior to the date hereof with
respect to an Acquisition  Proposal and shall direct and use reasonable  efforts
to cause its officers,  advisors and  representatives  not to engage in any such
activities, discussions or negotiations.
Section 5.4. Reasonable Efforts;  Further Assurances;  Cooperation. Subject
to the  other  provisions  of  this  Agreement,  the  parties  hereto shall each
use their reasonable, good faith efforts to perform their obligations herein and
to take, or cause to be taken, or do, or cause to be done, all things necessary,
proper or advisable under applicable law to obtain all regulatory  approvals and
satisfy all  conditions to the  obligations  of the parties under this Agreement
and to cause the Merger  and the other  transactions  contemplated  herein to be
effected on or prior to May 15,  1996 in  accordance  with the terms  hereof and
shall cooperate fully with each other and their respective officers,  directors,
employees,  agents, counsel,  accountants and other designees in connection with
any steps required to be taken as a part of their respective  obligations  under
this Agreement, including, without limitation:

              (i)  Comtech  and Restor  shall  promptly  make  their  respective
         filings  and  submissions  and shall  take,  or cause to be taken,  all
         actions and do, or cause to be done,  all things  necessary,  proper or
         advisable under  applicable laws and regulations to obtain any required
         approval  of  any  federal,  state  or  local  governmental  agency  or
         regulatory body with jurisdiction over the transactions contemplated by
         this Agreement.

              (ii)In the event any claim, action,  suit,  investigation or other
         proceeding  by  any  governmental  body  or  regulatory   authority  is
         commenced which questions the validity or legality of the Merger or any
         of the  other  transactions  contemplated  hereby or seeks  damages  in
         connection  therewith,  the  parties  agree  to  cooperate  and use all
         reasonable  efforts  to  defend  against  such  claim,   action,  suit,
         investigation  or other proceeding and, if an injunction or other order
         is  issued in any such  action,  suit or other  proceeding,  to use all
         reasonable  efforts to have such injunction or other order lifted,  and
         to  cooperate   reasonably   regarding  any  other  impediment  to  the
         consummation of the transactions contemplated by this Agreement.

              (iii) Each party shall give prompt  written notice to the other of
         (A) the occurrence,  or failure to occur, of any event which occurrence
         or failure would be likely to cause any  representation  or warranty of
         Comtech or Restor,  as the case may be,  contained in this Agreement to
         be untrue or  inaccurate  in any material  respect at any time from the
         date  hereof to the  Effective  Time or that will or may  result in the
         failure to satisfy any of the conditions  specified in Article 6 hereof
         and (B) any failure of Comtech or Restor, as the case may be, to comply
         with or satisfy any  covenant,  condition  or  agreement to be complied
         with or satisfied by any of them hereunder.
(iv)Without the prior written consent of Restor,  Comtech will not
         terminate any employee if such termination  would result in the payment
         of any  amounts  pursuant  to "change  in  control"  provisions  of any
         employment agreement or arrangement.

     Section  5.5.  Public   Announcements.   The  timing  and  content  of  all
announcements  regarding  any  aspect  of this  Agreement  or the  Merger to the
financial community,  government agencies, employees or the general public shall
be  mutually  agreed  upon in advance  (unless  Restor or Comtech are advised by
counsel that any such  announcement or other disclosure not mutually agreed upon
in advance is required to be made by law and then only after making a reasonable
attempt to comply with the provisions of this Section 5.5).

     Section 5.6. Supplements to Disclosure Letters.  From time to time prior to
the Effective  Time,  Comtech and Restor will each promptly  supplement or amend
the  respective  disclosure  letters  which will be  delivered  pursuant to this
Agreement with respect to any matter  hereafter  arising  which,  if existing or
occurring  at the date of this  Agreement,  would have been  required  to be set
forth or  described  in any such  disclosure  letter  or which is  necessary  to
correct any  information in any such  disclosure  letter which has been rendered
inaccurate  thereby.  No supplement or amendment to any such  disclosure  letter
shall  have any  effect  for the  purpose  of  determining  satisfaction  of the
conditions set forth in Sections 6.2 or 6.3 of this Agreement.

     Section 5.7. Noncompetition.  Each Signing Shareholder who is not  employed
by  the  Surviving Corporation  or  Restor immediately  after the Closing agrees
that,  from the  Closing  Date  until the end of three (3) years  following  the
Closing  Date (a  "Noncompete  Period"),  and each  Signing  Shareholder  who is
employed by the Surviving Corporation immediately after the Closing agrees that,
from the Closing Date until three (3) years  following the  termination  of such
Signing  Shareholder's  employment  for whatever  reason  (also,  a  "Noncompete
Period"),  unless acting in accordance  with Restor's prior written  consent and
except as an  employee  of, or  consultant  to or  director  of,  the  Surviving
Corporation  or of Restor,  will not  (directly  or  indirectly),  own,  manage,
operate,  join,  control,  finance or participate in the ownership,  management,
operation,  control or financing  of, or be  connected as an officer,  director,
employee,  principal,  agent,  representative,   consultant,   investor,  owner,
partner,  manager,  joint  venturer or otherwise  with, or permit his name to be
used by or in connection with, or lease, sell or permit to use any real property
or interest therein owned by such person to, any business or enterprise  engaged
in the business of designing,  manufacturing,  distributing, selling, marketing,
installing,  repairing or refurbishing T1 Multiplexes,  digital loop carriers or
other access intelligent loop equipment,  telephone switching systems,  wireless
data and video  communications  systems and  equipment,  and circuit  boards and
electromechanical  assemblies,  in any county in the state of  California or any
other state of the United  States or in any other country in North America or in
any country in Central  America or South America;  provided,  however,  that the
provisions  of this Section 5.7 shall not be deemed to prohibit the ownership by
any  such  Person  of not  more  than  five  percent  (5%)  of any  corporation,
partnership, limited liability company or other entity. Each Signing Shareholder
acknowledges  that (i) the  provisions  of this Section 5.7 are  reasonable  and
necessary  to protect the  legitimate  interest of Restor and the  business  and
goodwill  of Comtech  acquired  by Restor  hereby,  (ii) any  violation  of this
Section  5.7 will  result in  irreparable  injury to  Restor  and the  Surviving
Corporation  and  that  damages  at law  would  not be  reasonable  or  adequate
compensation to Restor and for a violation of this Section 5.7, and (iii) Restor
and the Surviving  Corporation  shall be entitled to have the provisions of this
Section 5.7 specifically enforced by preliminary and permanent injunctive relief
without the  necessity  of proving  actual  damages and without  posting bond or
other  security as well as to an equitable  accounting of all earnings,  profits
and other benefits,  including,  without  limitation,  future earnings estimated
upon a basis of seven (7) years as the anticipated  average tenure of a customer
with the  Surviving  Corporation,  arising out of any  violation of this Section
5.7. In the event that the  provisions of this Section 5.7 should ever be deemed
to exceed the time,  geographic,  product or any other limitations  permitted by
applicable  law, then such  provisions  shall be deemed  reformed to the maximum
extent permitted by applicable law.

     Section 5.8. No Interference. Each Signing Shareholder agrees, individually
and  not on  behalf of  any  other  person, that, prior to the third anniversary
of the Closing  Date, he will not  (directly or  indirectly):  (i) hire or offer
employment  to any  employee of Comtech  whose  employment  is  continued by the
Surviving Corporation or Restor after the Closing Date; or (ii) solicit,  induce
or influence any  customer,  supplier,  lender,  lessor or any other person that
then has, or at the Closing Date had, a business relationship with Restor or any
of its  subsidiaries  or Comtech,  to discontinue  or otherwise  change any such
relationships.

     Section 5.9.  Continuation  of Business.  Restor and Surviving  Corporation
each agree to continue  the  historic  business of Comtech or use a  significant
portion of Comtech's historic business assets to the extent necessary to fulfill
the continuity requirements for reorganizations under Section 368 of the Code as
described in Treas. Reg. ss. 1.368-1(d).

     Section 5.10. Indemnity for Lease.  Restor shall indemnify, defend and hold
Mr. Joe  harmless  from  and  against  any and all demands,  claims,  actions or
causes of action,  assessments,  losses, diminution in value, damages (including
special and consequential damages), liabilities, costs, and expenses, including,
without limitation,  interest, penalties, cost of investigation and defense, and
reasonable attorneys' and other professional fees and expenses,asserted  against
him in connection with,  arising out of or relating to his personal guarantee of
the  lease by  Comtech  of the  premises  at 4569  Las  Positas  Road,  Suite D,
Livermore, California, with respect to matters accruing after the Closing.

     Section 5.11. Certain Securities Law Matters. As soon  as practicable after
execution  of  this  Agreement,  Restor  shall  prepare  and  file,  and Comtech
shall  cooperate in the  preparation and filing of, a permit under Section 25121
of the California  Corporate  Securities Law of 1968 (the "Securities Law") with
respect to the issuance of the Restor Shares to be issued  hereunder and to seek
approval  hereof at a hearing held pursuant to Section  25142 of the  Securities
Law.

     Section 5.12. Shareholder Matters. Comtech (i) shall call a special meeting
of its shareholders to be held as soon as practicable  after the date hereof for
the purpose of voting upon this Agreement and the Merger and,  through its Board
of Directors,  recommend to its shareholders  approval of this Agreement and the
Merger at such meeting, or (ii) in the alternative, shall obtain the approval of
this  Agreement  and the Merger  pursuant to action taken by  unanimous  written
consent  of  its  shareholders  in  accordance  with  the  requirements  of  the
California Corporations Code.

     Section 5.13.  Irrevocable  Proxies.  Concurrent with the execution of this
Agreement,  Comtech has delivered to Restor irrevocable proxies substantially in
the form of Exhibit 5.13 hereto from the Signing Shareholders.

     Section 5.14. Management of Surviving Corporation.  Mr. Joe shall, from the
Closing  Date  until  the end of the Third  Performance  Period  (or until  such
earlier time as he shall have  voluntarily  resigned or his  employment has been
terminated for good cause), be a director and the principal executive officer of
the Surviving Corporation,  and Restor shall cause him to be so elected. Subject
to the  ultimate  control and  responsibility  of the Board of  Directors of the
Surviving  Corporation and of Restor as the sole  stockholder,  until the end of
the Third Performance Period Mr. Joe shall have the right to manage the business
and affairs of the Surviving  Corporation and shall participate  directly in the
formulation,  and shall  direct the  execution,  of both  short-  and  long-term
corporate  plans,  including,  without  limitation,  the  hiring,  retention  or
termination of employees,  the setting of  compensation  and fringe  benefits of
employees  other than  himself,  the expansion of the business and the making of
commitments  for  capital  expenditures  out of the cash  flow of the  Surviving
Corporation.  Restor  shall  cooperate  with  Mr.  Joe  in  maintaining  and
increasing the Surviving Corporation's  profitability,  but this Agreement shall
not be  construed  as a  commitment  on the part of  Restor to invest in or make
available to the  Surviving  Corporation  any  particular  amount of  additional
capital,  or to incur any  particular  expense  or  obligation  on behalf of the
Surviving  Corporation,  whether  or  not  Restor  is to be  reimbursed  by  the
Surviving  Corporation for any such expense or obligation.  Notwithstanding  the
foregoing,  if the Pre-Tax Income of the Surviving  Corporation (i) is less than
$500,000  for the First  Performance  Period or (ii) is less than  $600,000  for
either the  Second  Performance  Period or the Third  Performance  Period,  then
Restor may request Mr. Joe's  resignation as President,  Chief Operating Officer
and/or a director of the Surviving  Corporation  and appoint  another  person or
persons to such position, or positions, and, in such event, Mr. Joe shall resign
from the  requested  position or  positions,  whereupon  this Section 5.14 shall
become null and void and of no further force or effect.

     Section 5.15. Access to Books and Records. During the Payout Period Mr. Joe
shall have free and  unrestricted  access to the financial books  and records of
the Surviving Corporation.

     Section 5.16. Indemnification  Against Certain  Liabilities.  Restor agrees
that  all   rights  to  indemnification  and  all   limitations   of   liability
existing  in  favor of the  officers  and  directors  of  Comtech  ("Indemnified
Parties") as provided in its articles of incorporation and bylaws as of the date
hereof  with  respect to matters  occurring  prior to the  Effective  Time shall
survive  the Merger and shall  continue  in full force and  effect,  without any
amendment  thereto,  for a  period  of not  less  than  six (6)  years  from the
Effective Time;  provided,  however,  that all rights to any  indemnification in
respect of any claim  asserted or made within such period shall  continue  until
the final disposition of such claim.

     Section 5.17. Agreement of Affiliates.  Comtech  shall  use  all reasonable
efforts  to  cause  each  person  who is an  "affiliate" of Comtech for purposes
of Rule 145  under  the  Securities  Act to  deliver  at the  Closing  a written
agreement  substantially in the form of Exhibit 5.17. Regardless of whether each
such  affiliate has provided such  agreement,  Restor shall be entitled to place
restrictive  legends upon  certificates for shares of Restor Common Stock issued
to such affiliates  pursuant to this Agreement to enforce the provisions of this
Section 5.17.

                                   ARTICLE 6.
                                 OTHER MATTERS

     Section  6.1.  Conditions  to  Each  Party's  Obligations.  The  respective
obligations  of  each  party  to  effect  the  Merger  shall  be  subject to the
fulfillment  at or prior  to the  Closing  of the  following  condition:  at the
Effective  Time there  shall be no  effective  injunction,  writ or  preliminary
restraining  order or any order of any nature issued by a court or  governmental
agency of  competent  jurisdiction  to the  effect  that the  Merger  may not be
consummated  as herein  provided,  no  proceeding  or  lawsuit  shall  have been
commenced by any governmental or regulatory  agency for the purpose of obtaining
any such injunction, writ or preliminary restraining order and no written notice
shall have been received from any such agency  indicating an intent to restrain,
prevent,  materially delay or restructure the transactions  contemplated by this
Agreement.

     Section  6.2.  Conditions  to  Obligations  of Restor and Merger  Sub.  The
obligations  of Restor and  Merger Sub to effect the Merger  shall be subject to
the  fulfillment at or prior to the Closing of each of the following  additional
conditions:

                   (a) Representations  and Warranties.  The representations and
          warranties of Comtech set forth in Article 3 of this  Agreement  shall
          be true and  correct  as of the date of this  Agreement  and as of the
          Effective Time as though made on and as of the Effective Time.

                   (b) Performance of Obligations of Comtech. Comtech shall have
          performed  in all  material  respects  all  covenants  and  agreements
          required to be performed by it under this Agreement.

                   (c) Opinion of Counsel. Restor shall have received an opinion
          from  counsel  for  Comtech,  dated  the  Closing  Date,  in form  and
          substance  reasonably  satisfactory  to Restor,  substantially  to the
          effect that:

                         (i) Comtech  is validly  organized,  existing,  in good
         standing   and   authorized   to  do  business  in  the  state  of  its
         incorporation  and has all requisite  corporate  power and authority to
         own  and  operate  its  properties  and to  carry  on its  business  as
         currently  conducted and is duly qualified to do business in each other
         state in which the failure to so qualify would have a material  adverse
         effect on its operations in such state.

                         (ii) The Signing  Shareholders  and  Comtech  have full
         power and authority to enter into this  Agreement and to consummate the
         transactions contemplated hereby.

                         (iii) The officers  of Comtech who have  executed  this
         Agreement  have the authority to so execute this Agreement on behalf of
         Comtech.
(iv) The Signing  Shareholders  and Comtech  have taken
         all requisite action to authorize, approve and carry out this Agreement
         and  the   transactions  on  the  part  of  the  Signing   Shareholders
         contemplated hereby, and this Agreement  constitutes a legal, valid and
         binding agreement of the Signing  Shareholders and Comtech  enforceable
         against  each of them in  accordance  with its  terms,  except  that no
         opinion need be expressed as to the  enforceability  of Sections 5.7 or
         5.8 of this Agreement and except as such  enforcement may be limited by
         (A) bankruptcy, insolvency, reorganization,  moratorium, and other laws
         and legal and equitable principles of general application affecting the
         rights or remedies of creditors, including, without limitation,concepts
         of materiality,  reasonableness,  good faith and fair dealing,  and (B)
         the  fact  that  specific  performance  and  other  equitable  remedies
         provided  therein  are  discretionary  with the  courts  and may not be
         enforceable.

                         (v) The  execution,  delivery  and  performance of this
         Agreement by the Signing  Shareholders and Comtech and the consummation
         of the transactions on the part of the Signing Shareholders and Comtech
         contemplated   by  this  Agreement  will  not  result  in  any  breach,
         violation,   default  or   acceleration   of  the  obligations  of  the
         Shareholders  or Comtech  under any  judgment,  decree,  order,  lease,
         license,  contract  or  other  agreement  which  is  applicable  to the
         Shareholders or Comtech and of which such counsel has actual knowledge.

                          (vi) Except as may be required by  applicable  federal
          and state  securities  laws, as to which no opinion need be expressed,
          the  consummation  of the  transactions  on the  part  of the  Signing
          Shareholders  or  Comtech  contemplated  by this  Agreement  does  not
          require  the  consent,  approval,  authorization  or order,  giving of
          notice to, or the registration with, any court or any Federal,  state,
          or other  governmental  authority,  agency or  instrumentality  or any
          other person of which such counsel has actual knowledge.

                          (vii)  To  such  counsel's  actual  knowledge,  (A) no
          action or proceeding  against the Signing  Shareholders  or Comtech is
          pending before any court,  or before or by any  governmental  body, to
          restrain,  prohibit,  invalidate or obtain  damages with respect to or
          otherwise  question or attack the  transactions  contemplated  by this
          Agreement,  and (B) the Signing  Shareholders  are not involved in any
          litigation which might have an adverse effect on Comtech.

                          (viii) Comtech's authorized capital stock  consists of
         5,000,000  shares  of  common  stock  of  which,  as of the date of the
         Agreement  therewith,  2,785,620  shares  issued  are  outstanding  and
         542,833  reserved for issuance upon exercise of outstanding  options to
purchase such stock. All outstanding  shres of capital stock of Comtech
         have been duly  authorized  and  validly  issued and are fully paid and
         nonassessable.

                  (d) Authorization of Merger. All corporate action necessary by
         Comtech to authorize the execution,  delivery  and  performance of this
         Agreement and the consummation of  the transactions contemplated hereby
         shall have been duly and validly taken.

                   (e)  Consents.  All  consents,  authorizations,   orders  and
          approvals  of (or  filings  or  registrations  with) any  governmental
          commission, board or other regulatory body required in connection with
          the execution,  delivery and  performance of this Agreement shall have
          been obtained or made,  except for filing of the Certificate of Merger
          and any other documents  required to be filed after the Effective Time
          and  except  where  the  failure  to have  obtained  or made  any such
          consent. authorization,  order, approval, filing or registration would
          not have a  material  adverse  effect on the  business  of  Comtech or
          Restor, following the Effective Time.

                   (f)  Certificates.   Comtech  shall  furnish  Restor  with  a
          certificate  of its  appropriate  officers as to  compliance  with the
          conditions set forth in Sections 6.2(a), (b) and (d).

                   (g) Material  Contracts.  Restor shall have received consents
          to assignment of all Comtech  Material  Contracts and Comtech Customer
          Contracts or written waivers of the provisions of any Comtech Material
          Contracts  or Comtech  Customer  Contracts  requiring  the consents or
          waivers  of  third  parties  as set  forth in the  Comtech  Disclosure
          Letter, except such required consents and waivers the failure of which
          to obtain would not in the aggregate have a material adverse effect on
          the assets, liabilities,  results of operations,  financial condition,
          business or prospects of Comtech following the Effective Time.

                   (h)  Employment  Agreement.  Mr. Joe shall have  executed and
          delivered  an  employment  agreement  in the form  attached  hereto as
          Exhibit 6.2(h) (the "Employment Agreement").

                   (i) Resignation  Letters.  Each of the officers and directors
          of Comtech shall have tendered to Restor  resignation  letters in form
          and  substance  reasonably  acceptable  to  Restor  on or prior to the
          Closing Date, such resignations to be effective  immediately following
          the Closing Date.
(j) Lock-Up  Agreement.  Each of the Shareholders  shall have
          duly executed and  delivered a lock-up  agreement in the form attached
          hereto as Exhibit 6.2(j) (the "Lock-Up Agreement").

                   (k) Repayment of  Shareholder  Loans.  All loans from (or any
          other amounts advanced by) Comtech to the Shareholders shall have been
          repaid in full.

                   (l) Escrow Agreement. Each of the Shareholders and the Escrow
          Agent shall have duly executed and delivered the Escrow Agreement.

                   (m) Due Diligence.  Restor shall have completed its review of
          the books, records, properties, business and affairs of Comtech, which
          review shall be satisfactory to Restor in its sole discretion.

                  (n) Fairness Hearing.A hearing that satisfies the requirements
         of Section 3(a)(10) of the Securities  Act of 1933 shall have been held
         under  Section  25142 of the  Securities  Law,  and a permit  approving
         issuance of the Restor Securities  hereunder  (including a finding that
         the terms and conditions of the issuance of the Restor Shares hereunder
         are fair, just and equitable)  shall have been issued by the California
         Commissioner of Corporations in connection therewith.

                  (o) Dissenting Shareholders. Holders  of not  more  than  five
         percent(5%) of the outstanding shares of Comtech Stock shall have filed
         written  notice with  Comtech  that they  intend to demand  payment for
         their shares.

     Section 6.3.  Conditions to  Obligations  of Comtech.  The  obligations  of
Comtech to effect the Merger shall be subject to the  fulfillment at or prior to
the Closing of each of the following additional conditions:

                   (a) Representations  and Warranties.  The representations and
          warranties of Restor set forth in Article 4 of this Agreement shall be
          true  and  correct  as of the  date  of this  Agreement  and as of the
          Effective Time as though made on and as of the Effective Time.

                   (b)  Performance of Obligations by Restor.  Restor shall have
          performed  in all  material  respects  all  covenants  and  agreements
          required to be performed by it under this Agreement.

                   (c)  Authorization of Merger.  All corporate action necessary
          by Restor and Merger Sub to  authorize  the  execution,  delivery  and
          performance of this Agreement and the consummation of the transactions
          contemplated hereby shall have been duly and validly taken.
(d)  Consents.  All  consents,  authorizations,   orders  and
          approvals  of (or  filings  or  registrations  with) any  governmental
          commission, board or other regulatory body required in connection with
          the execution,  delivery and  performance of this Agreement shall have
          been obtained or made, except for filing of the Certificate of Merger,
          and any other documents  required to be filed after the Effective Time
          and  except  where  the  failure  to have  obtained  or made  any such
          consent, authorization,  order, approval, filing or registration would
          not  have a  material  adverse  effect  on  the  business  of  Comtech
          following the Effective Time.

                   (e)  Opinion  of  Counsel.  Comtech  shall have  received  an
          opinion  from counsel for Restor and the  Surviving  Corporation,dated
          the Closing  Date, in form and substance  reasonably  satisfactory  to
          Comtech, substantially to the effect that:

                          (i) Restor is  validly  organized,  existing,  in good
         standing   and   authorized   to  do  business  in  the  state  of  its
         incorporation  and has all requisite  corporate  power and authority to
         own  and  operate  its  properties  and to  carry  on its  business  as
         currently  conducted and is duly qualified to do business in each other
         state in which the failure to so qualify would have a material  adverse
         effect on its operations in such state.

                          (i)  Surviving   Corporation  is  validly   organized,
         existing,  in good standing and  authorized to do business in the state
         of  its  incorporation  and  has  all  requisite  corporate  power  and
         authority  to own  and  operate  its  properties  and to  carry  on its
         business as currently conducted and is duly qualified to do business in
         each  other  state in which the  failure  to so  qualify  would  have a
         material adverse effect on its operations in such state.

                          (ii) Restor has full power and authority to enter into
         this Agreement and to consummate the transactions contemplated hereby.

                         (ii) Surviving Corporation has full power and authority
         to  enter  into  this  Agreement  and to  consummate  the  transactions
         contemplated hereby.

                          (iii) The  officers   of  Restor  and  the   Surviving
         Corporation  who have executed this  Agreement have the authority to so
         execute  this   Agreement  on  behalf  of  Restor  and  the   Surviving
         Corporation.
(iv) Restor and the Surviving  Corporation  have taken
         all requisite action to authorize, approve and carry out this Agreement
         and  the   transactions   contemplated   hereby,   and  this  Agreement
         constitutes  a legal,  valid and  binding  agreement  of Restor and the
         Surviving  Corporation  enforceable  against each of them in accordance
         with its  terms,  except  as such  enforcement  may be  limited  by (A)
         bankruptcy, insolvency, reorganization,  moratorium, and other laws and
         legal and  equitable  principles of general  application  affecting the
         rights or remedies of creditors, including, without limitation,concepts
         of materiality,  reasonableness,  good faith and fair dealing,  and (B)
         the  fact  that  specific  performance  and  other  equitable  remedies
         provided  therein  are  discretionary  with the  courts  and may not be
         enforceable.

                           (v) The execution,  delivery and  performance of this
          Agreement by Restor and the Surviving Corporation and the consummation
          of the  transactions  on the part of Restor or  Surviving  Corporation
          contemplated  by  this  Agreement  will  not  result  in  any  breach,
          violation,  default or  acceleration  of the  obligations of Restor or
          Surviving  Corporation  under  any  judgment,  decree,  order,  lease,
          license,  contract or other agreement which is applicable to Restor or
          Surviving Corporation and of which such counsel has actual knowledge.

                           (vi) Except as may be required by applicable  federal
          and state  securities  laws, as to which no opinion need be expressed,
          the  consummation  of  the  transactions  on the  part  of  Restor  or
          Surviving Corporation  contemplated by this Agreement does not require
          the consent, approval, authorization or order, giving of notice to, or
          the  registration  with,  any court or any  Federal,  state,  or other
          governmental authority,  agency or instrumentality or any other person
          of which such counsel has actual knowledge.

                           (vii) To such counsel's actual  knowledge,  no action
          or  proceeding  against  Restor or  Surviving  Corporation  is pending
          before any court, or before or by any governmental  body, to restrain,
          prohibit,  invalidate  or obtain  damages with respect to or otherwise
          question or attack the transactions contemplated by this Agreement.

                           (viii) Restor's  authorized capital stock consists of
          20,000,000  shares of common  stock of which  12,558,229  shares  were
          outstanding as of December 31, 1995,  all of which,  to such counsel's
          actual knowledge, have been duly authorized and validly issued and are
          fully paid and nonassessable.

                           (ix) Surviving Corporation's authorized capital stock
          consists of 1,000 shares of common stock, $.01 par value per share, of
          which  100  shares  are  outstanding,  all of  which  have  been  duly
          authorized and validly issued and are fully paid and nonassessable.
(f)  Certificates.   Restor  shall  furnish  Comtech  with  a
          certificate  of its  appropriate  officers as to  compliance  with the
          conditions set forth in Sections 6.3(a), (b) and (c).

                   (g)  Employment  Agreement.  Restor  shall have  executed and
          delivered the Employment Agreement.

                   (h) Escrow Agreement.  Restor and the Escrow Agent shall have
          duly executed and delivered the Escrow Agreement.

                                   ARTICLE 7.
                                    CLOSING

         The consummation of the transactions contemplated by this Agreement are
herein  referred to as the  "Closing."  The "Closing  Date" shall be the date on
which the Closing  occurs.  The Closing  shall occur on the first  business  day
following  the  day on  which  the  last of the  conditions  (other  than  those
conditions  which by their  terms are to occur only at the  Closing)  shall have
been satisfied or, if permissible, waived, or such later date as the parties may
agree. The Closing shall take place at the offices of Bianchi,  Engel,  Keegin &
Talkington, San Rafael, California, or at such other place as Comtech and Restor
shall agree in writing.

                                   ARTICLE 8.
                                  TERMINATION

     Section 8.1. Termination and Abandonment.  This Agreement may be terminated
at any time prior to the Closing Date:

                  (i) by mutual agreement of the Boards of Directors of Comtech,
         Merger Sub and Restor;

                  (ii) by  Comtech, if (A) the  conditions set forth in Sections
         6.1 and 6.3 hereof shall not have  been  complied with or performed and
         such noncompliance  or  nonperformance  shall  not  have been cured  or
         eliminated (or  by its  nature cannot be cured or eliminated) by Restor
         on or before June  30,  1996,  or (B)  Comtech  determines  in its sole
         good  faith  judgment,  within  five  (5) days  of  the  date  of  the
         delivery  of the Restor  Disclosure  Letter,  that  the  exceptions set
         forth   therein   are   materially   adversely   different   from  the
         representations and warranties of Restor in Article 4 hereof,  provided
         that  Comtech  shall  inform  Restor  upon  such  termination as to the
         reasons for its  determination; and

                  (iii) by Restor or Merger Sub, if (A) the conditions set forth
         in Sections 6.1 and 6.2 hereof shall  not have  been  complied  with or
         performed and such noncompliance or nonperformance  shall not have been
cured or eliminated (or by its nature cannot be cured or eliminated) by
         Comtech on or before June 30,  1996,  or (B) Restor  determines  in its
         sole  good  faith  judgment,  within  five  (5) days of the date of the
         delivery of the Comtech  Disclosure  Letter,  that the  exceptions  set
         forth   therein   are   materially   adversely   different   from   the
         representations and warranties of Comtech in Article 3 hereof, provided
         that  Restor  shall  inform  Comtech  upon such  termination  as to the
         reasons for its  determination,  or (C) Restor  determines  in its sole
         good faith  judgment,  within five (5) days of the date of the delivery
         of the 1995 Balance Sheet,  that the financial  condition or results of
         operations  of  Comtech  as of and for  the  seven-month  period  ended
         December 31, 1995 are materially adversely different from the financial
         condition or results of  operations of Comtech as of and for the fiscal
         year ended May 31,  1995,  or (D) Restor  shall be  obligated to pay in
         excess of Three Hundred Thousand Dollars ($300,000) in cash pursuant to
         Section 2.1(a)(ii) hereof.

     Section 8.2. Specific Performance and Other Remedies.  The  parties  hereto
each acknowledge that the rights of each  party to consummate  the  transactions
contemplated  hereby are special,  unique and of  extraordinary  character,  and
that,  in the event that any party  violates  or fails or refuses to perform any
covenant or agreement made by it herein. the non-breaching  party may be without
an adequate remedy at law. The parties each agree, therefore,  that in the event
that  either  party  violates  or fails or refuses to perform  any  covenant  or
agreement  made by such party herein,  the  non-breaching  party or parties may,
subject to the terms of this  Agreement  and in addition to any  remedies at law
for damages or other  relief,  institute and prosecute an action in any court of
competent  jurisdiction  to enforce  specific  performance  of such  covenant or
agreement or seek any other equitable relief.

     Section 8.3. Effect of  Termination.  In the  event of  termination of this
Agreement  pursuant  to  this  Article 8, this  Agreement shall forthwith become
void and there shall be no liability on the part of any party or its  respective
officers,  directors or stockholders,  except for obligations under Section 5.3,
Section 5.7 and this Section 8.3,  all of which shall  survive the  termination.
Notwithstanding the foregoing,  nothing contained herein shall relieve any party
from liability for any breach of any covenant or agreement in this Agreement.

                                                          
                                   ARTICLE 9.
                                INDEMNIFICATION

     Section 9.1. Definitions.  For the purposes of this Article 9:

                  (i) "Comtech Indemnitors" shall mean the Signing Shareholders.
(ii) "Comtech Indemnitors  Representative" shall mean Michael
          R. Joe.

                  (iii) "Comtech  Indemnitees"  shall  mean  the shareholders of
         Comtech, of record and  beneficially, as of the date hereof,  and their
         respective agents, representatives, employees, heirs,devisees,legatees,
         successors and assigns.

                   (iv)   "Indemnification   Claim"   shall  mean  a  claim  for
          indemnification hereunder.

                   (v) "Indemnitee" or "Indemnitees"  shall mean one or more, as
          the  case  may  be,  of  the  Restor   Indemnitees   and  the  Comtech
          Indemnitees, without distinction.

                  (vi) "Indemnitor" or "Indemnitors"  shall mean one or more, as
         the  case  may  be,  of  the  Restor   Indemnitors   and   the  Comtech
         Indemnitors,  without distinction.

                   (vii) "Indemnitors  Representative"  shall mean Restor or Mr.
          Joe, without distinction, as the case may be.

                   (viii)  "Losses"  shall  mean  any and all  demands,  claims,
          actions or causes of action,  assessments,  losses, damages (including
          special and consequential damages),  liabilities,  costs and expenses,
          including,   without   limitation,   interest,   penalties,   cost  of
          investigation  and  defense,  and  reasonable   attorneys'  and  other
          professional  fees and  expenses  in  excess  in any one  instance  of
          $5,000.

                  (ix) "Restor Indemnitees" shall  mean  Restor,  the  Surviving
         Corporation, and  their  respective agents, representatives, employees,
         officers, directors, shareholders, controlling persons  and  affiliates
         (other than the Shareholders).

                  (x)  "Restor Indemnitors" shall  mean Restor and the Surviving
         Corporation, jointly and severally.

                  (xi)  "Restor Indemnitors Representative" shall mean Restor.

                  (xii) "Third  Party  Claim"  shall  mean  any  claim,  suit or
         proceeding (including,  without limitation, a binding arbitration or an
         audit by any taxing authority) that is instituted against an Indemnitee
         by a person or entity other than an Indemnitor and which, if prosecuted
         successfully, would result in  a  Loss  for  which  such  Indemnitee is
         entitled to indemnification hereunder.

     Section 9.2. Agreement of Comtech Indemnitors to Indemnify.  Subject to the
terms  and  conditions  of  this  Article 9, the Comtech Indemnitors,  who shall
be  jointly  liable  proportionately  on the basis on which the  number of their
respective shares of Comtech owned by them of record on March 31, 1996, bears to
the total  number of Comtech  stock held by the  Signing  Shareholders,  and not
jointly and severally,  such that each individual  Indemnitor's  liability under
this Section 9.2 shall never exceed such proportionate  amount of the respective
Indemnitee's  Losses for which  indemnity  is sought  hereunder,  to  indemnify,
defend and hold harmless Restor  Indemnitees,  and each of them, from,  against,
for and in respect of any and all Losses asserted against,  or paid, suffered or
incurred by, a Restor  Indemnitee and resulting from,  based upon or arising out
of:

                  (i)  the  inaccuracy, untruth   or   incompleteness   of   any
representation  or warranty  of Comtech  contained  in or made  pursuant to this
Agreement or the Comtech  Disclosure  Letter,  in each case as  supplemented  or
amended by the Comtech  Disclosure Letter, as amended from time to time prior to
the Effective  Time, or in or made pursuant to any Exhibit  furnished by Comtech
or the Comtech Indemnitors in connection herewith regardless of whether the same
was deliberate, reckless, negligent, innocent or unintentional; or

                  (ii)a breach of or failure to perform any covenant,undertaking
,condition  or  agreement  of Comtech  or the  Comtech  Indemnitors made in this
Agreement  regardless of whether the same was deliberate,  reckless,  negligent,
innocent or unintentional;  provided,  however,  that no such Comtech Indemnitor
shall be liable  for any  indemnification  of any Restor  Indemnitee  under this
Article 9 for a breach or violation of, or default under, Section 5.7 or Section
5.8 of this Agreement by another Signing Shareholder.

     Section 9.3. Agreement of  Restor  Indemnitors to Indemnify. Subject to the
terms  and  conditions  of  this  Article 9, the Restor Indemnitors, jointly and
severally, agree to indemnify, defend and hold harmless the Comtech Indemnitees,
and  each of them,  from,  against,  for and in  respect  of any and all  Losses
asserted against,  or paid, suffered or incurred by, each Comtech Indemnitee and
resulting from, based upon, arising out of or in connection with:

                  (i) the  inaccuracy,  untruth,   or   incompleteness   of  any
         representation or warranty of any Restor  Indemnitor,  contained  in or
         made pursuant to this  Agreement  or the Restor  Disclosure  Letter, in
         each case as supplemented or amended by the Restor Disclosure  Letter, 
         as amended from time to time  prior  to the  Effective  Time,  or in or
         made  pursuant  to any  Exhibit furnished  by  the Restor  Indemnitors,
         or either of them,in connection herewith regardless of whether the same
         was deliberate,  reckless, negligent, innocent or unintentional; or

                   (ii)  a  breach  of  or  failure  to  perform  any  covenant,
          undertaking,  condition  or agreement  of the Restor  Indemnitors,  or
          either  of them,  made in this  Agreement  or in any  Exhibit  to this
          Agreement  regardless  of whether the same was  deliberate,  reckless,
          negligent, innocent or unintentional.
Section 9.4.Procedures for Indemnification. The obligations and liabilities
of the parties  with  respect  to an  Indemnification  Claim  shall  be  subject
to the following terms and conditions:

                   (i) An  Indemnification  Claim  shall  be  made  by a  Restor
          Indemnitee by delivery of a written notice to the Comtech  Indemnitors
          Representative requesting indemnification from the Comtech Indemnitors
          and  specifying the basis on which  indemnification  is sought and the
          amount of asserted  Losses  and,  in the case of a Third Party  Claim,
          containing (by attachment or otherwise) such other information as such
          Indemnitee shall have concerning such Third Party Claim.

                   (ii) An  Indemnification  Claim  shall  be made by a  Comtech
          Indemnitee by delivery of a written  notice to the Restor  Indemnitors
          Representative requesting  indemnification and specifying the basis on
          which indemnification is sought and the amount of asserted Losses and,
          in the case of a Third  Party  Claim,  containing  (by  attachment  or
          otherwise)  such  other  information  as such  Indemnitee  shall  have
          concerning such Third Party Claim.

                   (iii) If the  Indemnification  Claim  involves a Third  Party
          Claim,  the  procedures  set forth in Section 9.5 hereof shall also be
          observed by the Indemnitee and the Indemnitors Representative.

                   (iii) If the  Indemnification  Claim  involves a matter other
          than a Third Party Claim,  the Indemnitors  Representative  shall have
          thirty (30) days to object to such  Indemnification  Claim by delivery
          of a written notice of such objection to such Indemnitee specifying in
          reasonable  detail the basis for such objection.  Failure to timely so
          object  shall  constitute  a  final  and  binding  acceptance  of  the
          Indemnification  Claim by the Indemnitors  Representative on behalf of
          all the subject  Indemnitors,  and the Indemnification  Claim shall be
          paid in accordance with subsection (iv) hereof.

                   (iv)Upon  determination  of the amount of an  Indemnification
          Claim, whether by agreement between the Indemnitors Representative and
          the Indemnitee or otherwise,  the Indemnitors  shall pay the amount of
          such  Indemnification  Claim  within  ten (10)  days of the date  such
          amount is determined.

     Section 9.5. Third Party Claims.  The  obligations  and  liabilities of the
parties  hereunder with respect to a Third  Party  Claim shall be subject to the
following terms and conditions:
(i)  The Indemnitee  shall give the   applicable   Indemnitors
         Representative   written  notice of a Third Party  Claim promptly after
         receipt  by  the  Indemnitee  of  notice  thereof, and  the Indemnitors
         Representative, on behalf of the Indemnitors,may undertake the defense,
         compromise  and  settlement  thereof  by  representatives  of  its  own
         choosing reasonably  acceptable to the Indemnitee. The  failure  of the
         Indemnitee to notify the Indemnitors Representative of such claim shall
         not relieve the Indemnitors of any liability that  they  may  have with
         respect  to such   claim   except  to  the   extent   the   Indemnitors
         Representative   demonstrates  that  the  defense  of  such  claim  is 
         prejudiced by such failure.  The assumption of the defense,  compromise
         and  settlement of  any  such  Third  Party  Claim  by the  Indemnitors
         Representative  shall  be an  acknowledgment  of the  obligation of the
         Indemnitors to indemnify the Indemnitee  with  respect  to  such  claim
         hereunder. If the Indemnitee desires to participate in,but not control,
         any such defense,  compromise and settlement,  it may do so at its sole
         cost and expense. If, however,  the  Indemnitors  Representative  fails
         or  refuses  to  undertake  the  defense  of  such  Third  Party  Claim
         within ten (10) days after written  notice of such claim has been given
         to the Indemnitors Representative by  the   Indemnitee,  the Indemnitee
         shall have the right to undertake the defense,compromise and settlement
         of such claim with counsel of its own choosing.  In  the  circumstances
         described in the immediately  preceding sentence, the Indemnitee shall,
         promptly  upon its  assumption  of the defense of such  claim,  make an
         Indemnification  Claim as  specified  in  Section  9.3  which  shall be
         deemed an Indemnification Claim that is not a Third Party Claim for the
         purposes of the procedures set forth herein.

                  (ii) If, in the reasonable opinion of the Indemnitee,any Third
          Party Claim or the litigation or resolution  thereof involves an issue
          or matter which could have a material  adverse effect on the business,
          operations,   assets,   properties  or  prospects  of  the  Indemnitee
          (including,  without limitation, the administration of the tax returns
          and  responsibilities  under  the  tax  laws of the  Indemnitee),  the
          Indemnitee shall have the right to control the defense, compromise and
          settlement  of such Third Party Claim  undertaken  by the  Indemnitors
          Representative,   and  the  reasonable   costs  and  expenses  of  the
          Indemnitee  in connection  therewith  shall be included as part of the
          indemnification  obligations  of  the  Indemnitors  hereunder.  If the
          Indemnitee  shall  elect  to  exercise  such  right,  the  Indemnitors
          Representative  shall  have  the  right  to  participate  in,  but not
          control,  the defense,  compromise  and settlement of such Third Party
          Claim at its sole cost and expense.

                  (iii) No settlement  of  a  Third  Party  Claim  involving the
          asserted  liability of the  Indemnitors  under this Article 9 shall be
          made  without  the  prior  written  consent  by or on  behalf  of  the
          Indemnitors  Representative,  which consent shall not be  unreasonably
          withheld  or  delayed.  Consent  shall  be  presumed  in the  case  of
          settlements  of $10,000 or less where the  Indemnitors  Representative
          has not  responded  within  five  (5)  business  days of  notice  of a
proposed  settlement.  If the Indemnitors  Representative  assumes the
          defense of such a Third Party Claim,  (A) no  compromise or settlement
          thereof may be effected by the Indemnitors  Representative without the
          Indemnitee's  consent  unless (i) there is no finding or  admission of
          any  violation of law or any violation of the rights of any person and
          no effect on any other claim that may be made against the  Indemnitee,
          (ii) the sole relief  provided is  monetary  damages  that are paid in
          full by the  Indemnitors,  and  (iii)  the  compromise  or  settlement
          includes, as an unconditional term thereof, the giving by the claimant
          or the plaintiff to the Indemnitee of a release, in form and substance
          satisfactory to the Indemnitee,  from all liability in respect of such
          Third Party Claim, and (B) the Indemnitee shall have no liability with
          respect to any compromise or settlement  thereof  effected without its
          consent.

                   (iv) In connection with the defense, compromise or settlement
          of any Third Party Claim,  the parties to this Agreement shall execute
          such powers of attorney as may  reasonably be necessary or appropriate
          to permit  participation  of counsel selected by any party hereto and,
          as may  reasonably  be  related  to any such  claim or  action,  shall
          provide access to the counsel,  accountants and other  representatives
          of  each  party  during  normal  business  hours  to  all  properties,
          personnel,  books, tax records,  contracts,  commitments and all other
          business  records of such other  party and will  furnish to such other
          party  copies of all such  documents  as may  reasonably  be requested
          (certified, if requested).

     Section 9.6. Rights and Remedies Exclusive. Except as expressly provided in
Sections  5.3,  5.7 and 5.8  hereof and except to the extent the same shall have
been  the  result  of  common-law  fraud,  intentional  omission  or  deliberate
concealment  by or on behalf of an  Indemnitor,  the  rights of the  Indemnitees
under  this  Article  9  shall  be the  exclusive  rights  and  remedies  of the
Indemnitees for any breach of the  representations and warranties on the part of
any  Indemnitor;  provided,  however,  that this  Section 9.5 does not limit the
rights of any party under any of the Exhibits hereto.

     Section 9.7. Survival.  Subject to Section 9.8 hereof, all representations,
warranties  and agreements  contained in this  Agreement or in any  certificate,
schedule  or  exhibit  delivered  pursuant  to this  Agreement,  in each case as
supplemented or amended by the respective  Indemnitors'  Disclosure  Letter,  as
amended from time to time prior to the Effective Time, shall survive the Closing
notwithstanding  any  investigation   conducted  with  respect  thereto  or  any
knowledge  acquired as to the accuracy or inaccuracy of any such  representation
or warranty.
Section 9.8. Time Limitations.  If the Closing occurs, the Indemnitor shall
have no liability under Section 9.2, unless on or before the second  anniversary
of the Closing Date the Indemnitor is given notice asserting an  Indemnification
Claim with respect thereto;  provided,  however,  that an Indemnification  Claim
based upon a breach of the  representations  and warranties of Comtech contained
in (i)  Sections  3.4(b)  and 3.16 may be made at any time  except as limited by
law,  (ii) Section 3.11 may be made at any time prior to the  expiration  of the
applicable  statutes of limitations  relative to the liability relating thereto;
and (iii) Section 3.17 may be made at any time prior to the fifth anniversary of
the Closing Date and provided, further, that an Indemnification Claim based upon
a  breach  of  the  representations  and  warranties  of  Restor  and  Surviving
Corporation  contained  in  Section  4.9 may be made at any  time  prior  to the
expiration of the applicable  statutes of limitations  relative to the liability
relating thereto.

     Section 9.9. Limitations as to Amount Payable by Comtech  Indemnitors.  The
Comtech  Indemnitors  shall  have  no  liability  with  respect  to the  matters
described  in Section  9.2 until the total of all Losses  with  respect  thereto
exceeds $25,000,  in which event the Comtech  Indemnitors  shall be obligated to
indemnify  the  Indemnitees  as provided in this  Article 9 for all such Losses.
Except as provided  below in this Section  9.9, the maximum  amount of any claim
against  the  Comtech  Indemnitors  shall  be  the  aggregate  amount  of  cash,
Contingent  Consideration  and  Restor  Shares  which  shall  have been paid and
delivered to the Shareholders (at the Closing by or through Restor as Contingent
Consideration  and out of the  Escrow)  through the date of the last of any such
Loss plus the  aggregate  amount of cash,  Contingent  Consideration  and Restor
Shares which shall thereafter  become payable of deliverable to the Shareholders
under the Contingent  Consideration  provisions of Section 2.1(c) hereof and the
Escrow Agreement. Satisfaction of any such claim by the Restor Indemnitees shall
be made first by a redemption  of the Restor Shares which shall have been issued
to the Restor  Indemnitors (or which have become issuable under the terms of the
Escrow  Agreement)  where the value of such shares is determined by reference to
the  arithmetic  average of the daily closing  price per share,  rounded to four
decimal places,  of the Restor Shares as reported on the NASDAQ SmallCap Market,
if such shares are included therein, or on the NASDAQ National Market System, if
such  shares  are  included  therein,  for each of the twenty  (20)  consecutive
trading days ending (and including) the trading day that occurs two trading days
prior to (and not  including)  date of such payment;  and to the extent that any
such claim is in excess of the value of such  Shares,  it shall be  satisfied by
cash payments in an amount not to exceed the amount of cash  previously  paid by
Restor to the  Shareholders  hereunder.  The limitations set forth above in this
Section 9.9 with  respect to the  aggregate  amount of claims  made  against the
Comtech  Indemnitors  (but not the method of satisfying  such claims pursuant to
the   preceding   sentence   hereof)   shall  not   apply  to  any   intentional
misrepresentation  or breach of  warranty  by or on  behalf  of  Comtech  or any
intentional  failure to perform or comply  with any  covenant  or  agreement  of
Comtech,  and  Comtech  shall be liable for all  Losses  with  respect  thereto;
however,  in no event shall the aggregate  liability of the Comtech  Indemnitors
under any  portion  or  sentence  of this  Article  9 exceed  the  aggregate  of
$4,800,000 in value of Restor Shares and cash.

     Section  9.10.  Limitations  as to Amount  Payable by Restor and  Surviving
Corporation.  The Restor Indemnitors shall have no liability with respect to the
matters  described  in Section  9.2 until the total of all Losses  with  respect
thereto  exceeds  $25,000,  in  which  event  the  Restor  Indemnitors  shall be
obligated to  indemnify  the  Indemnitees  as provided in this Article 9 for all
such Losses up to an aggregate of $2,000,000.

     Section  9.11.  Subrogation.  Upon  payment in full of any  Indemnification
Claim, whether such payment is effected by set-off or otherwise,  or the payment
of any  judgment  or  settlement  with  respect  to a  Third  Party  Claim,  the
Indemnitors  shall be  subrogated to the extent of such payment to the rights of
the  Indemnitee  against any person or entity with respect to the subject matter
of such Indemnification Claim or Third Party Claim.

     Section  9.12.  Appointment  of Comtech  Indemnitors  Representative.  Each
Comtech   Indemnitor   constitutes   and   appoints   the  Comtech   Indemnitors
Representative as his true and lawful  attorney-in-fact to act for and on behalf
of such  Comtech  Indemnitor  in all matters  relating to or arising out of this
Article 9 and the  liability or asserted  liability  of such Comtech  Indemnitor
hereunder,  including  specifically,  but  without  limitation,   accepting  and
agreeing  to the  liability  of such  Comtech  Indemnitor  with  respect  to any
Indemnification  Claim,  objecting to any Indemnification  Claim,  disputing the
liability  of such Comtech  Indemnitor,  or the amount of such  liability,  with
respect to any Indemnification  Claim and prosecuting and resolving such dispute
as herein  provided,  accepting the defense,  compromise  and  settlement of any
Third Party Claim on behalf of such Comtech Indemnitor or refusing to accept the
same,  settling  and  compromising  the  liability  of such  Comtech  Indemnitor
hereunder,  instituting  and  prosecuting  such actions  (including  arbitration
proceedings) as the Comtech Indemnitors Representative shall deem appropriate in
connection with any of the foregoing, retaining counsel, accountants, appraisers
and other advisers in connection with any of the foregoing,  all for the account
of the Comtech Indemnitor, such Comtech Indemnitor agreeing to be fully bound by
the acts,  decisions  and  agreements of the Comtech  Indemnitor  Representative
taken and done pursuant to the authority herein granted. Each Comtech Indemnitor
hereby agrees to indemnify and to save and hold harmless the Comtech Indemnitors
Representative   from  any  liability   incurred  by  the  Comtech   Indemnitors
Representative  based upon or arising  out of any act,  whether of  omission  or
commission, of the Comtech Indemnitors  Representative pursuant to the authority
herein  granted,  other than acts,  whether of  omission or  commission,  of the
Comtech  Indemnitors  Representative that constitute gross negligence or willful
misconduct  in the  exercise by the Comtech  Indemnitors  Representative  of the
authority  herein  granted.  The death or incapacity  of any Comtech  Indemnitor
shall  not  terminate  the  authority  and  agency  of the  Comtech  Indemnitors
Representative.  In  the  event  of the  resignation  of a  Comtech  Indemnitors
Representative, the resigning Comtech Indemnitors Representative shall appoint a
successor  either from among the Comtech  Indemnitors or who shall  otherwise be
acceptable to Restor and who shall agree in writing to accept such  appointment,
and the resigning Comtech Indemnitors  Representative's resignation shall not be
effective  until  such  a  successor  shall  exist.  If  a  Comtech  Indemnitors
Representative  should  die or  become  incapacitated,  his  successor  shall be
appointed  within  thirty (30) days of his death or  incapacity by a majority of
the Comtech  Indemnitors,  and such  successor  either shall be a Shareholder or
shall  otherwise  be  acceptable  to Restor.  The choice of a successor  Comtech
Indemnitors  Representative  appointed  in any manner  permitted  above shall be
final and binding upon all of the Comtech Indemnitors. The decisions and actions
of any successor Comtech Indemnitors  Representative shall be, for all purposes,
those of a Comtech Indemnitors Representative as if originally named herein.

     Section 9.13. Payment. In the event that any Indemnitor is required to make
any payment under this Article 9, such party shall  promptly pay the  Indemnitee
the  amount so  determined.  If there  should be a dispute  as to the  amount or
manner of determination  of any indemnity  obligation owed under this Article 9,
the  Indemnitor  shall  nevertheless  pay when due such portion,  if any, of the
obligation as shall not be subject to dispute.  The difference,  if any, between
the amount of the  obligation  ultimately  determined as properly  payable under
this Article 9 and the portion, if any,  theretofore paid shall bear interest as
provided  below.  If all or part of any  indemnification  obligation  under this
Agreement is not paid when due,  then the  Indemnitor  shall pay the  Indemnitee
interest on the unpaid amount of the  obligation  for each day from the date the
amount became due until payment in full,  payable on demand,  at the fluctuating
rate per annum which at all times shall be the lowest rate of interest generally
charged  from  time to time by Morgan  Guaranty  Trust  Company  of New York and
publicly announced by such bank as its so-called "prime rate."

                                                          
                                  ARTICLE 10.
                            MISCELLANEOUS PROVISIONS

     Section 10.1. Notices. All notices, communications and deliveries hereunder
shall be made in writing signed by the party making the same,  shall specify the
Section  hereunder  pursuant  to which it is given or being  made,  and shall be
deemed  given or made on the date  delivered  if  delivered  in person or on the
third (3rd) business day after it is mailed if mailed by registered or certified
mail  (return  receipt  requested)  (with  postage  and other fees  prepaid)  as
follows:

         To Restor, Merger Sub or the Surviving Corporation:

              Restor Industries, Inc.
              4501 Vineland Road
              Orlando, Florida  32811
              Attn:  Mr. Mark A. Gergel

         with a copy to:

              Rogers & Hardin
              2700 Cain Tower, Peachtree Center
              229 Peachtree Street, N.E.
              Atlanta, Georgia 30303
              Attn: Steven E. Fox, Esq.

         To Comtech or the Signing Shareholders:

              Comtech Sunrise, Inc.
              4569 Las Positas Road, Suite D
              Livermore, California  94550
              Attn:  Mr. Michael R. Joe

         with a copy to:

              Bianchi, Engel, Keegin & Talkington
              1000 Fourth Street, Suite 600
              San Rafael, California 94901-3182
              Attn:  Stafford W. Keegin, Esq.

or to such  other  representative  or at such  other  address of a party as such
party hereto may furnish to the other parties in writing.

     Section  10.2.  Disclosure  Letters and  Exhibits.  The Comtech  Disclosure
Letter  and the Restor  Disclosure  Letter  and all  Exhibits  hereto are hereby
incorporated into this Agreement and are hereby made a part hereof as if set out
in full in this Agreement.

     Section 10.3. Assignment; Successors in Interest. No assignment or transfer
by Restor,  Merger Sub or Comtech  of their  respective  rights and  obligations
hereunder  prior to the  Closing  shall be made  except  with the prior  written
consent of the other parties  hereto.  This Agreement  shall be binding upon and
shall inure to the benefit of the parties hereto and their permitted  successors
and assigns,  and any reference to a party hereto shall also be a reference to a
permitted successor or assign.
Section  10.4.  Number;  Gender.  Whenever  the  context so  requires,  the
singular  number  shall  include  the plural and the plural  shall  include  the
singular, and the gender of any pronoun shall include the other genders.

     Section  10.5.  Captions.  The  titles,  captions  and  table  of  contents
contained in this Agreement are inserted  herein only as a matter of convenience
and for reference and in no way define,  limit,  extend or describe the scope of
this Agreement or the intent of any provision hereof. Unless otherwise specified
to the  contrary,  all  references  to Articles and Sections are  references  to
Articles  and  Sections of this  Agreement  and all  references  to Exhibits are
references to Exhibits to this Agreement and the Comtech  Disclosure  Letter and
the Restor Disclosure Letter.

     Section 10.6. Controlling Law; Jurisdiction;  Integration;  Amendment. This
Agreement shall be governed by and construed and enforced in accordance with the
internal laws of the State of Delaware without reference to Delaware's choice of
law  rules  and  each  of  the  parties  hereto  hereby   consents  to  personal
jurisdiction  in any  federal  or state  court in the  State of  Delaware.  This
Agreement and the documents executed pursuant hereto supersede all negotiations,
agreements  and  understandings  among the parties  with  respect to the subject
matter hereof and  constitutes  the entire  agreement  among the parties hereto,
this Agreement may not be amended,  modified or  supplemented  except by written
agreement of the parties hereto.

     Section 10.7. Knowledge. As used in this Agreement, (i) the terms "the best
knowledge of Comtech," "known to Comtech" or words of similar import used herein
with  respect to Comtech  shall mean the actual  knowledge of any of the Signing
Shareholders,  together  with the knowledge a reasonable  business  person would
have obtained after making  reasonable  inquiry and after exercising  reasonable
diligence  with  respect to the  matters  at hand;  and (ii) the terms "the best
knowledge of Restor,"  "known to Restor" or words of similar  import used herein
with respect to Restor shall mean the actual  knowledge of any senior  executive
officer of Restor,  together  with the  knowledge a reasonable  business  person
would  have  obtained  after  making  reasonable  inquiry  and after  exercising
reasonable diligence with respect to the matters at hand.

     Section 10.8.  Severability.  Any  provision  hereof which is prohibited or
unenforceable in any jurisdiction will, as to such jurisdiction,  be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction will not invalidate or render  unenforceable  such provision in any
other jurisdiction. To the extent permitted by law, the parties hereto waive any
provision of law which renders any such provision prohibited or unenforceable in
any respect.
Section 10.9.  Counterparts.  This Agreement may be executed in two or more
counterparts,  each of which  shall be deemed an  original,  and it shall not be
necessary  in making  proof of this  Agreement or the terms hereof to produce or
account for more than one of such counterparts.

     Section 10.10.  Enforcement of Certain Rights. Nothing expressed or implied
in this Agreement is intended, or shall be construed, to confer upon or give any
person,  firm or corporation other than the parties hereto, and their successors
or assigns, any rights, remedies,  obligations or liabilities under or by reason
of this Agreement,  or result in such person, firm or corporation being deemed a
third party beneficiary of this Agreement.

     Section 10.11. Waiver. At any time prior to the Effective Time, the parties
hereto,  by or pursuant to action taken by their respective  Boards of Directors
in the case of  Restor,  Merger Sub and  Comtech,  may,  to the  extent  legally
permitted:  (a) extend the time for the performance of any of the obligations or
other acts of any other party; (b) waive any inaccuracies in the representations
or warranties of any other party  contained in this Agreement or in any document
or certificate delivered pursuant hereto; (c) waive compliance or performance by
any other party with any of the  covenants,  agreements or  obligations  of such
party contained herein;  and (d) waive the satisfaction of any condition that is
precedent to the  performance by the party so waiving of any of its  obligations
hereunder.  Any agreement on the part of a party hereto to any such extension or
waiver shall be valid only if set forth in an  instrument  in writing  signed on
behalf of such party. A waiver by one party of the  performance of any covenant,
agreement,  obligation,  condition,  representation  or  warranty  shall  not be
construed as a waiver of any other covenant, agreement,  obligation,  condition,
representation or warranty.  A waiver by any party of the performance of any act
shall  not  constitute  a  waiver  of the  performance  of any  other  act or an
identical act required to be performed at a later time.

     Section 10.12. Fees and Expenses. Each party hereto shall pay its own fees,
costs  and  expenses   incurred  in  connection  with  this  Agreement  and  the
transactions contemplated hereby, including, but not limited to, the fees, costs
and expenses of its  financial  advisors,  accountants  and  counsel;  provided,
however,  that the  Shareholders  shall pay all of such fees, costs and expenses
incurred  by Comtech in excess of Twenty  Thousand  Dollars  ($20,000),  none of
which shall be paid by Comtech or out of any of its assets.
Section 10.13.  Attorneys' Fees. If any party to this Agreement shall bring
any action, suit, counterclaim, appeal, arbitration, or mediation for any relief
against the other,  declaratory or otherwise,  to enforce the terms hereof or to
declare rights hereunder (collectively, an "Action"), the losing party shall pay
to the prevailing  party a reasonable sum for attorneys'  fees and costs (at the
prevailing  party's attorneys'  then-prevailing  rates as increased from time to
time by the  giving of advance  written  notice by such  counsel to such  party)
incurred in bringing and prosecuting  such Action and/or enforcing any judgment,
order,  ruling, or award  (collectively,  a "Decision") granted therein,  all of
which  shall be deemed to have  accrued on the  commencement  of such Action and
shall be paid  whether  or not such  Action is  prosecuted  to a  Decision.  Any
Decision entered in such Action shall contain a specific provision providing for
the recovery of attorneys'  fees and costs  incurred in enforcing such Decision.
The court or  arbitrator  may fix the amount of reasonable  attorneys'  fees and
costs on the  request  of either  party.  For the  purposes  of this  paragraph,
attorneys'  fees  shall  include,  without  limitation,  fees  incurred  in  the
following:  (1)  post-judgment  motions and  collection  actions;  (2)  contempt
proceedings; (3) garnishment, levy, and debtor and third party examinations; (4)
discovery; and (5) bankruptcy litigation.  "Prevailing party" within the meaning
of this paragraph includes, without limitation, a party who agrees to dismiss an
Action on the other party's  payment of the sums allegedly due or performance of
the covenants allegedly breached, or who obtains substantially the relief sought
by it.

     IN WITNESS  WHEREOF,  the parties hereto have duly executed and sealed this
Agreement or have caused this  Agreement to be duly  executed  under seal on its
behalf by an officer or  representative  thereto duly authorized,  all as of the
date first above written.
                                                    

                                           _____________________________(SEAL)
                                           MICHAEL R. JOE

                                           _____________________________(SEAL)
                                           MICHAEL G. RAMLOGAN

                                           _____________________________(SEAL)
                                           DANIEL P. LUBARSKY
COMTECH SUNRISE, INC.

                                           By: ______________________________
                                           Its:______________________________

                                           Attest:___________________________
                                           Its:______________________________

                                           [CORPORATE SEAL]

                                           RESTOR INDUSTRIES, INC.

                                           By:_______________________________
                                           Its:______________________________

                                           Attest:___________________________
                                           Its:______________________________

                                                                        
                                           [CORPORATE SEAL]

                                           RESTOR-COMTECH, INC.

                                           By:_______________________________
                                           Its:______________________________

                                           Attest:___________________________
                                           Its:______________________________

                                           
                                           [CORPORATE SEAL]
EXHIBIT NO. 2.1(b)

                                ESCROW AGREEMENT

         THIS ESCROW AGREEMENT (the  "Agreement") is made and entered into as of
the 18th day of June,  1996,  by and among  RESTOR  INDUSTRIES,  INC. a Delaware
corporation ("Restor"),  RESTOR-COMTECH,  INC., a Delaware corporation (the "the
Surviving  Corporation"),  CAUTHEN  &  FELDMAN,  P.A.,  a  Florida  professional
association  (the  "Escrow  Agent"),  and each of the  shareholders  of  Comtech
Sunrise, Inc. listed on Schedule 1 hereto (each such person a "Shareholder" and,
collectively, the "Shareholders").

                              W I T N E S S E T H:

         WHEREAS, the Shareholders are all of the shareholders of Comtech 
Sunrise,  Inc., a California  corporation ("Comtech");

         WHEREAS, certain of the parties hereto, among others, have entered into
an  Agreement  and Plan of Merger dated as of April 22, 1996, a copy of which is
attached hereto as Exhibit A and  incorporated  herein by reference (the "Merger
Agreement"),  pursuant to which, among other things, Comtech will be merged with
and into the Surviving  Corporation,  a wholly-owned  subsidiary of Restor, with
the separate corporate existence of Comtech then terminating (the "Merger"); and

         WHEREAS,  Section  2.1(a) of the Merger  Agreement  requires  Restor to
deliver 211,765 shares (the "Escrow Shares") of its common stock, $.01 par value
per share,  to the Escrow Agent,  to hold and distribute such shares pursuant to
the terms hereof;

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants hereinafter set forth, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

                  1.  Escrow  Deposit.  Within  five  (5)  business  days of the
execution hereof,  Restor shall cause to be delivered to the Escrow Agent, to be
held and distributed as hereinafter  provided, a stock certificate issued in the
names  of the  Shareholders  representing  the  Escrow  Shares,  and each of the
Shareholders  shall  deliver to the Escrow Agent a stock power duly  endorsed in
blank with signature guarantee with respect to the Escrow Shares.

                  2. Property  Distributed in Respect of Escrow  Shares.  During
the term hereof,  the Escrow Agent shall  receive all of the money,  securities,
rights or property  distributed in respect of the Escrow  Shares,  including any
such  property   distributed  as  dividends,   such  property  to  be  held  and
administered as herein provided (the "Share Proceeds").

                  3. Voting and  Transfer of Escrow  Shares.  For so long as the
Escrow Shares are held by the Escrow Agent, the  Shareholders  shall be entitled
to exercise any and all voting or  consensual  rights and powers  relating to or
pertaining  to the Escrow  Shares so held by the Escrow  Agent.  No  Shareholder
shall transfer the Escrow Shares,  or any interest  therein,  during the term of
this Agreement, except under the laws of descent and distribution.

                   4. Fees of Escrow  Agent.  The Escrow Agent shall be entitled
to a fee (the  "Escrow  Fee")  based  upon its  normal  hourly  billing  rate as
compensation  for its  services  hereunder.  The  Escrow Fee shall be payable by
Restor upon demand therefor from the Escrow Agent.

                  5.        Distribution of Escrow Shares.

         (a) Upon receipt of the  certificates  provided in Section 7 below, the
Escrow Agent shall  distribute the Escrow Shares held by it under this Agreement
in the aggregate amounts (each a "Release  Amount")  (together with the pro rata
portion of the Share Proceeds, if any, allocable thereto) based upon the Pre-Tax
Net Income (as defined in the Merger Agreement) of the Surviving  Corporation on
the release  dates set forth below (each a "Release  Date") for the  performance
period set forth below (each a "Performance Period") which corresponds with such
Release Date.
                   Performance Period                        Release Date
- -------------------------------------------------------      ------------
January 1, 1996 to and including December 31, 1996 (the      February 15, 1997
"First Performance Period")
January 1, 1997 to and including December 31, 1997 (the      February 15, 1998
"Second Performance Period")
January 1, 1998 to and including December 31, 1998 (the      February 15, 1999
"Third Performance Period")

         The   aggregate   number  of  Escrow  Shares  to  be  released  to  the
Shareholders  on the Release  Date which  corresponds  to the First  Performance
Period will be as set forth in Release Table No. 1 below.
Release Table No. 1

                   Pre-Tax Net Income                          Release Amount
                                                             (Number of Shares)
Less than $500,000                                                  None
$500,000 to and including $562,499                                  11,765
$562,500 to and including $624,999                                  23,529
$625,000 to and including $687,499                                  35,294
$687,500 to and including $749,999                                  47,058
$750,000 and more                                                   58,823

         The   aggregate   number  of  Escrow  Shares  to  be  released  to  the
Shareholders  on the Release Date which  corresponds  to the Second  Performance
Period will be as set forth in Release Table No. 2 below.

                               Release Table No. 2

                   Pre-Tax Net Income                          Release Amount
                                                             (Number of Shares)
Less than $600,000                                                  None
$600,000 to and including $749,999                                  15,294
$750,000 to and including $899,999                                  30,588
$900,000 to and including $1,099,999                                45,883
$1,100,000 to and including $1,249,999                              61,177
$1,250,000 and more                                                 76,471

         The   aggregate   number  of  Escrow  Shares  to  be  released  to  the
Shareholders  on the Release  Date which  corresponds  to the Third  Performance
Period will be as set forth in Release Table No. 3 below.

                               Release Table No. 3

                   Pre-Tax Net Income                          Release Amount
                                                             (Number of Shares)
Less than $600,000                                                  None
$600,000 to and including $799,999                                  15,294
$800,000 to and including $999,999                                  30,588
$1,000,000 to and including $1,249,999                              45,883
$1,250,000 to and including $1,499,999                              61,177
$1,500,000 and more                                                 76,471

         (b) Notwithstanding the foregoing, if (1) the Pre-Tax Net Income of the
Surviving Corporation is (a) greater than $300,000, but less than $750,000, with
respect to the First  Performance  Period and (b) greater than  $1,250,000  with
respect to the Second Performance Period, then the number of Escrow Shares to be
released  to the  Shareholders  on the Release  Date for the Second  Performance
Period,  in lieu of the Release Amount  otherwise  releasable  pursuant  hereto,
shall be equal to the Alternate  Release  Amount set forth in Alternate  Release
Table No. 1 below less the  Release  Amount  released to the  Shareholders  with
respect to the First  Performance  Period;  or (2) the Pre-Tax Net Income of the
Surviving  Corporation  is (a) greater than  $750,000  with respect to the First
Performance  Period and (b) greater  than  $500,000  with  respect to the Second
Performance  Period,  then the  number of Escrow  Shares to be  released  to the
Shareholders on the Release Date for the Second  Performance  Period, in lieu of
the Release Amount otherwise  releasable pursuant hereto,  shall be equal to the
Alternate  Release Amount set forth in Alternate  Release Table No. 2 below less
the  Release  Amount  released  to the  Shareholders  with  respect to the First
Performance  Period.  In addition,  notwithstanding  the  foregoing,  if (1) the
Pre-Tax Net Income of the Surviving  Corporation  is (a) greater than  $500,000,
but less than $1,250,000,  with respect to the Second Performance Period and (b)
greater than $1,500,000 with respect to the Third Performance  Period,  then the
number of Escrow Shares to be released to the  Shareholders  on the Release Date
for the  Third  Performance  Period,  in lieu of the  Release  Amount  otherwise
payable  pursuant  hereto,  shall be equal to the Alternate  Release  Amount set
forth in Alternate Release Table No. 3 below less the Release Amount released to
the  Shareholders  with  respect to the Second  Performance  Period;  or (2) the
Pre-Tax Net Income of the Surviving  Corporation is (a) greater than  $1,250,000
with respect to the Second Performance Period and (b) greater than $500,000 with
respect to the Third Performance  Period, then the number of Escrow Shares to be
released  to the  Shareholders  on the  Release  Date for the Third  Performance
Period,  in lieu of the Release Amount  otherwise  releasable  pursuant  hereto,
shall be equal to the Release Amount set forth in Alternate  Payment and Release
Table No. 4 below less the  Release  Amount  released to the  Shareholders  with
respect to the Second Performance Period.
Alternate Release Table No. 1

         Cumulative Pre-Tax Net Income for First                   Alternate
             and Second Performance Periods                     Release Amount
                                                              (Number of Shares)
Less than $1,850,000                                                None
$1,850,000 to and including $1,924,999                              88,236
$1,925,000 to and including $1,999,999                              100,000
$2,000,000 to and including $2,074,999                              111,765
$2,075,000 to and including $2,149,999                              123,529
$2,150,000 and more                                                 135,294

                          Alternate Release Table No. 2

         Cumulative Pre-Tax Net Income for First                   Alternate
             and Second Performance Periods                     Release Amount
                                                              (Number of Shares)
Less than $1,350,000                                                None
$1,350,000 to and including $1,499,999                              74,117
$1,500,000 to and including $1,649,999                              89,411
$1,650,000 to and including $1,849,999                              104,706
$1,850,000 to and including $1,999,999                              120,000
$2,000,000 and more                                                 135,294

                          Alternate Release Table No. 3

            Cumulative Pre-Tax Net Income for                      Alternate
          Second and Third Performance Periods                  Release Amount
                                                              (Number of Shares)
Less than $2,220,000                                                None
$2,220,000 to and including $2,399,999                              91,765
$2,400,000 to and including $2,579,999                              107,059
$2,580,000 to and including $2,819,999                              122,354
$2,820,000 to and including $2,999,999                              137,648
$3,000,000 and more                                                 152,942

                          Alternate Release Table No. 4

            Cumulative Pre-Tax Net Income for                      Alternate
          Second and Third Performance Periods                  Release Amount
                                                              (Number of Shares)
Less than $1,850,000                                                None
$1,850,000 to and including $2,049,999                              91,765
$2,050,000 to and including $2,249,999                              107,059
$2,250,000 to and including $2,499,999                              122,354
$2,500,000 to and including $2,749,999                              137,648
$2,750,000 and more                                                 152,942

                  6. Appointment of Shareholder Representative. Each Shareholder
constitutes and appoints Michael R. Joe (the  "Shareholder  Representative")  as
his or her true and  lawful  attorney-in-fact  to act for and on  behalf of such
Shareholder in all matters  relating to or arising out of this  Agreement,  such
Shareholder  agreeing to be fully bound by the acts, decisions and agreements of
the Shareholder  Representative  taken and done pursuant to the authority herein
granted.  Each  Shareholder  hereby  agrees  to  indemnify  and to save and hold
harmless  the  Shareholder  Representative  from any  liability  incurred by the
Shareholder  Representative  based  upon or arising  out of any act,  whether of
omission  or  commission,  of the  Shareholder  Representative  pursuant  to the
authority herein granted, other than acts, whether of omission or commission, of
the  Shareholder  Representative  that  constitute  gross  negligence or willful
misconduct in the exercise by the  Shareholder  Representative  of the authority
herein granted.  The death or incapacity of any Shareholder  shall not terminate
the authority and agency of the Shareholder Representative.  In the event of the
resignation  of  the  Shareholder  Representative,   the  resigning  Shareholder
Representative  shall appoint a successor  either from among the Shareholders or
who shall otherwise be acceptable to Restor,  the Surviving  Corporation and the
Escrow Agent, and who shall agree in writing to accept such appointment, and the
resigning Shareholder  Representative's resignation shall not be effective until
such a successor shall exist. If the  Shareholder  Representative  should die or
become  incapacitated,  his successor shall be appointed within thirty (30) days
of his death or incapacity by a majority of the Shareholders, and such successor
either shall be a Shareholder  or shall  otherwise be acceptable to Restor,  the
Surviving   Corporation  and  the  Escrow  Agent.  The  choice  of  a  successor
Shareholder  Representative  appointed  in any manner  permitted  above shall be
final and binding upon all of the Shareholders. The decisions and actions of any
successor  Shareholder  Representative shall be, for all purposes,  those of the
Shareholder Representative as if originally named herein.
7.        Certificates of Instruction.

     (a) Within forty (40) days of the end of each  Performance  Period,  Restor
and  the  Shareholder  Representative  shall  deliver  to  the  Escrow  Agent  a
Certificate of Instruction setting forth the Pre-Tax Net Income of the Surviving
Corporation for each such Performance  Period and, in the event that Pre-Tax Net
Income equals an amount for such Performance Period which permits the release of
Escrow Shares in accordance with Section 5 above,  directing the Escrow Agent to
release to the  Shareholders  the number of Escrow Shares (together with the pro
rata  portion of the Share  Proceeds,  if any)  determined  in  accordance  with
Section 5 above. In the event there is a disagreement or dispute with respect to
the   determination   of  "Pre-Tax  Net  Income,"  Restor  and  the  Shareholder
Representative   may  provide  Escrow  Agent  with  one  or  more   supplemental
Certificates of Instruction with respect to any resolution of such  disagreement
or dispute.
       
     Upon  receipt of the  Certificate  of  Instruction,  the Escrow Agent shall
cause promptly the certificate  representing the Escrow Shares to be broken down
into seventeen (17) certificates,  one of which will represent the Escrow Shares
to  remain  subject  to the  terms of this  escrow  and one of each of the other
sixteen (16)  certificates will be issued to each Shareholder for that number of
the Escrow Shares to be released  multiplied by the  Proportionate  Interest (as
set  forth in Column C of  Schedule  1 hereto)  of each  such  Shareholder,  and
thereafter   on  the  Release  Date  the  Escrow  Agent  shall  deliver  to  the
Shareholders the certificates  representing the Escrow Shares (together with the
pro  rata  portion  of  the  Share  Proceeds,  if  any)  to be  released  to the
Shareholders as provided herein.

     (b) If, on 5:00 p.m. Eastern Standard Time on February 28, 1999, or on such
later  date  which  is ten  (10)  days  following  the  date  on  which  a final
determination  shall have been made pursuant to sub-subsection  2.1(c)(1) of the
Merger  Agreement with respect to Restor's Pre-Tax Net Income and Restor and the
Shareholder  Representative  shall have provided Escrow Agent with a Certificate
of  Instruction  in  respect  of such  final  determination,  the  Escrow  Agent
continues to hold any of the Escrow Shares,  then the Escrow Agent shall deliver
any such  shares  (together  with  any  Share  Proceeds  in the  Escrow  Agent's
possession) to Restor, and this Agreement shall thereupon be terminated.

                  8. Duties of the Escrow  Agent.  The  acceptance by the Escrow
Agent of its duties under this  Agreement is subject to the following  terms and
conditions,  which the parties to this Agreement hereby agree shall fully govern
and control with respect to the Escrow Agent's rights,  duties,  liabilities and
immunities:

                  (a)      The Escrow  Agent shall be  protected  in acting upon
                           any written notice, request, waiver, consent, receipt
                           or other  paper or  document  which the Escrow  Agent
                           believes in good faith  emanates from both Restor and
                           the Shareholder Representative of the parties hereto,
                           not only as to its due execution and the validity and
                           effectiveness  of its provisions,  but also as to the
                           truth  and  accuracy  of  any  information  contained
                           therein.  The Escrow Agent is also  relieved from the
                           necessity of satisfying itself as to the authority of
                           the   persons   executing   this   Agreement   in   a
                           representative capacity.
(b) The Escrow Agent shall not be liable for any error of judgment,  or for
any act done or step taken or omitted by it in good faith, or for any mistake of
fact or law, or for anything  that it may do or refrain from doing in connection
herewith, except for its own gross negligence or willful misconduct.

     (c) The Escrow Agent may consult with, and obtain advice from,  independent
legal  counsel  selected by the Escrow  Agent in the event of any question as to
any of the provisions hereof or its duties hereunder (the cost of obtaining such
advice  being  borne,   jointly  and  severally  by  Restor  and  the  Surviving
Corporation  on the one hand and the  Shareholders  on the other  hand),  and it
shall incur no liability  and shall be fully  protected in acting in  accordance
with the opinion and instructions of such counsel.

     (d) The Escrow Agent shall have no duties  except  those set forth  herein,
and the Escrow Agent shall not be subject to, or obliged to recognize, any other
agreement  between,  or direction or  instruction  of, any of the parties hereto
unless  signed by Restor and the  Shareholder  Representative.  The Escrow Agent
shall not be bound by any notice of a claim, demand or objection with respect to
the Escrow Shares or any waiver, modification, termination or rescission of this
Agreement, unless received by it in writing signed by Restor and the Shareholder
Representative,  and, if its duties herein are materially  increased,  unless it
shall have given its consent thereto.

     (e) The  Escrow  Agent's  acceptance  of the  appointment  as Escrow  Agent
hereunder shall not prevent it from representing any party hereto in any dispute
over disbursement of, or conflicting claims to, the Escrow Shares, or otherwise.
If any dispute arises over disbursement of, or conflicting claims to, the Escrow
Shares, then the Escrow Agent may interplead such contested Escrow Shares into a
court of proper jurisdiction of its choosing, including, but not limited to, the
Circuit Court of Lake County,  Florida,  and thereupon the Escrow Agent shall be
fully and  completely  discharged  of its duties as escrow agent with respect to
such contested Escrow Shares and Share Proceeds.

                  9.  Indemnification  and Expense  Reimbursement  of the Escrow
Agent.  Restor,  the  Surviving  Corporation  and the  Shareholders  jointly and
severally agree to indemnify, defend and hold harmless the Escrow Agent from any
and all costs, expenses,  damages or liability of any kind whatsoever (including
reasonable  legal  fees)  arising  by virtue  of its  services  as escrow  agent
hereunder,  except for liabilities due to the Escrow Agent's gross negligence or
willful misconduct, and to reimburse the Escrow Agent for all costs and expenses
incurred by the Escrow Agent in connection  with the  performance  of its duties
hereunder.

                  10.  Notice.  All notices and other  communications  hereunder
shall be in writing  and shall be deemed  given if (a)  delivered  by hand,  (b)
mailed by  registered  or  certified  mail  (return  receipt  requested)  or (c)
telecommunicated  and immediately  confirmed both orally and in writing,  to the
parties at the following  addresses  (or at such other  addresses for a party as
shall be  specified  by like  notice)  and shall be deemed  given on the date on
which so  hand-delivered  or so  telecommunicated  or on the third  business day
following  the date on which so mailed,  if deposited in a  regularly-maintained
receptacle for United States mail:
11.       If to Escrow Agent:

                  Cauthen & Feldman, P.A.
                  215 North Joanna Avenue
                  Tavares, Florida 32778-3200
                  Attn:  William H. Cauthen, Esq.
                  Telecopier:       904-343-7759
                  Telephone:        904-343-2225

         If to the Shareholders:

                  In c/o Mr. Michael R. Joe
                  Comtech Sunrise, Inc.
                  4569 Las Positas Road, Suite D
                  Livermore, California  94550
                  Telecopier:       510-443-1135
                  Telephone:        510-443-1133

         With a copy to:

                  Bianchi, Engel, Keegin & Talkington
                  1000 Fourth Street
                  Suite 600
                  San Rafael, California  94901-3182
                  Attn:  Stafford W. Keegin, Esq.
                  Telecopier:       (415) 456-1921
                  Telephone:        (415) 456-4000

         If to Restor or the Surviving Corporation:

                  Name of Addressee
                  4501 Vineland Road
                  Orlando, Florida 32811
                  Attn: Mr. Mark A. Gergel
                  Telecopier:       407-841-0942
                  Telephone:        407-843-7031

         With a copy to:

                  Rogers & Hardin
                  2700 Cain Tower
                  229 Peachtree Street, N.E.
                  Atlanta, Georgia 30303
                  Attn: Steven E. Fox, Esq.
                  Telecopier:       404-525-2224
                  Telephone:        404-522-4700

     11. Execution in Counterparts. This Agreement may be executed by facsimile,
and may be executed in several counterparts, each of which shall be an original,
and all of which shall constitute one and the same instrument.

     12.  Applicable  Law.  This  Agreement  shall  be  construed  and  governed
exclusively  by the laws of the State of Delaware,  without giving effect to its
principles of conflicts of laws.

     13. Amendment.  This Agreement may be amended or modified only in a writing
signed by all parties hereto.
14.  Attorneys'  Fees.  If any party to this  Agreement  shall
bring any action, suit, counterclaim,  appeal, arbitration, or mediation for any
relief against the other,  declaratory or otherwise, to enforce the terms hereof
or to declare rights  hereunder  (collectively,  an "Action"),  the losing party
shall pay to the prevailing party a reasonable sum for attorneys' fees and costs
(at the prevailing  party's attorneys'  then-prevailing  rates as increased from
time to time by the giving of  advance  written  notice by such  counsel to such
party)  incurred in bringing and  prosecuting  such Action and/or  enforcing any
judgment, order, ruling, or award (collectively,  a "Decision") granted therein,
all of which shall be deemed to have accrued on the  commencement of such Action
and shall be paid whether or not such Action is  prosecuted  to a Decision.  Any
Decision entered in such Action shall contain a specific provision providing for
the recovery of attorneys'  fees and costs  incurred in enforcing such Decision.
The court or  arbitrator  may fix the amount of reasonable  attorneys'  fees and
costs on the  request  of either  party.  For the  purposes  of this  paragraph,
attorneys'  fees  shall  include,  without  limitation,  fees  incurred  in  the
following:  (1)  post-judgment  motions and  collection  actions;  (2)  contempt
proceedings; (3) garnishment, levy, and debtor and third party examinations; (4)
discovery; and (5) bankruptcy litigation.  "Prevailing party" within the meaning
of this paragraph includes, without limitation, a party who agrees to dismiss an
Action on the other party's  payment of the sums allegedly due or performance of
the covenants allegedly breached, or who obtains substantially the relief sought
by it.

         IN WITNESS  WHEREOF,  the parties  hereto have duly executed and sealed
this  Agreement or have caused this  Agreement to be duly executed under seal on
its behalf by an officer or  representative  thereto duly authorized,  all as of
the date first above written.

                                                    CAUTHEN & FELDMAN, P.A.

                                                     By:______________________
                                                     Its:_____________________

                                                     RESTOR INDUSTRIES, INC.

                                                     By:______________________
                                                     Its:_____________________

                                                     RESTOR-COMTECH, INC.

                                                     By:______________________
                                                     Its:_____________________

                                            (SEAL)
                                                   MICHAEL R. JOE, Individually

                                            (SEAL)
                                            _____________________, Individually

                                            (SEAL)
                                            _____________________, Individually

                                            (SEAL)
                                            _____________________, Individually

                                            (SEAL)
                                            _____________________, Individually

                                            (SEAL)
                                            _____________________, Individually

                                            (SEAL)
                                            _____________________, Individually

                                            (SEAL)
                                            _____________________, Individually

                                            (SEAL)
                                            _____________________, Individually

                                            (SEAL)
                                            _____________________, Individually

                                            (SEAL)
                                            _____________________, Individually

                                            (SEAL)
                                            _____________________, Individually

                                            (SEAL)
                                            _____________________, Individually

                                            (SEAL)
                                            _____________________, Individually

                                            (SEAL)
                                            _____________________, Individually
SCHEDULE 1

     Column A                       Column B                    Column C
Name and Address of          Number of Shares Owned      Proportionate Interest
   Shareholder
EXHIBIT NO. 5.13

                                IRREVOCABLE PROXY

         This    Irrevocable    Proxy    is    given    by    the    undersigned
_____________________  ("Shareholder"),  in favor of Restor Industries,  Inc., a
Delaware corporation ("Restor"), as of the 22nd day of April, 1996.

         WHEREAS,  Restor and Comtech  Sunrise,  Inc., a California  corporation
("Comtech"),  have  entered  into an  Agreement  and Plan of Merger of even date
herewith (the "Merger Agreement") (capitalized terms used but not defined herein
shall have the same  meaning  assigned  to such terms in the Merger  Agreement),
pursuant  to which  Restor  proposes to acquire  the entire  equity  interest in
Comtech  by  means  of  a  merger  (the  "Merger")  of  Comtech  with  and  into
Restor-Comtech, Inc., a wholly owned subsidiary of Restor;

         WHEREAS,  Shareholder  owns, as of the date hereof,  _______  shares of
Comtech Stock (the "Existing Shares" which,  together with any shares of Comtech
Stock acquired after the date hereof and prior to the  termination  hereof,  are
hereinafter collectively referred to as the "Shares"); and

         WHEREAS,  Restor has entered  into the Merger  Agreement in reliance on
Shareholder's  agreement  to support  the  Merger,  including  the  granting  of
Shareholder's Irrevocable Proxy hereunder.

         NOW,   THEREFORE,   with  respect  to  the  Merger  Agreement  and  the
transactions   contemplated  thereby  and  in  accordance  with  the  California
Corporations  Code,  Shareholder  hereby  irrevocably  makes,   constitutes  and
appoints   Restor  to  act  as   Shareholder's   true  and   lawful   proxy  and
attorney-in-fact  in the name and on behalf of  Shareholder,  with full power to
appoint a substitute or substitutes.  Shareholder  further  directs Restor,  and
Restor  hereby  agrees,  to vote all of the Shares which are entitled to vote at
any  meeting of the  shareholders  of  Comtech  (whether  annual or special  and
whether or not an  adjourned  meeting),  or by written  consent in the place and
stead of  Shareholder,  in  favor  of the  Merger  as set  forth  in the  Merger
Agreement.  By giving this  proxy,  Shareholder  hereby  revokes any other proxy
granted by  Shareholder  at any time with  respect to the Shares,  agrees not to
grant any other proxies with respect to the subject  matter  hereof,  and waives
any right that the  Shareholder  may have to dissent  from the Merger and obtain
payment of the fair value of the Shares under the California  Corporations Code.
THE PROXY  GRANTED  HEREBY IS COUPLED WITH AN INTEREST AND IS  IRREVOCABLE.  The
proxy granted  hereby shall not be terminated  by any act of  shareholder  or by
operation  of  law,  by  lack  of  appropriate  power  of  authority,  or by the
occurrence  of any  other  event  or  events  and  shall  be  binding  upon  all
beneficiaries,  heirs at law, legatees,  distributees,  successors,  assigns and
legal  representatives of Shareholder.  Shareholder agrees to use all good faith
efforts to cause any  record  owner of the  Shares of which  Shareholder  is the
beneficial owner to grant to Restor a proxy of the same effect as that contained
herein.  Shareholder  shall  perform  such further acts and execute such further
documents as may be required to vest in Restor the sole power to vote the Shares
during the term of the proxy  granted  herein.  The proxy  granted  herein shall
expire on the earlier of (i) the date on which Restor and  Shareholder  mutually
consent in writing to terminate  this  Irrevocable  Proxy,  (ii) the date of the
Closing (as defined in the Merger  Agreement),  or (iii) the  termination of the
Merger Agreement in accordance with the terms thereof.

         IN  WITNESS  WHEREOF,  Shareholder  has  executed  and  delivered  this
Irrevocable Proxy as of the date set forth above.

                                                     --------------------------
                                                     (Name)

                                                     --------------------------
                                                     (Signature)
EXHIBIT NO. 5.17

                               AFFILIATE AGREEMENT

Restor Industries, Inc.
4501 Vineland Road
Orlando, Florida  32811

Gentlemen:

         The undersigned is a shareholder of Comtech Sunrise, Inc. ("Target"), a
corporation organized under the laws of the State of California, and will become
a  shareholder  of  Restor  Industries,   Inc.  ("Purchaser")  pursuant  to  the
transactions  described in the Agreement  and Plan of Merger,  dated as of April
22, 1996 (the "Agreement"),  by and between Target,  Purchaser and others. Under
the terms of the Agreement,  Target will be merged into Restor-Comtech,  Inc., a
wholly-owned  subsidiary  of  Purchaser  (the  "Merger"),  and the shares of the
common  stock of Target  ("Target  Common  Stock")  will be  converted  into and
exchanged  for  shares  of  the  $0.01  par  value  common  stock  of  Purchaser
("Purchaser  Common Stock").  This Affiliate  Agreement  represents an agreement
between the undersigned and Purchaser  regarding  certain rights and obligations
of the  undersigned in connection with the shares of Purchaser to be received by
the undersigned as a result of the Merger.

         In  consideration  of the  Merger and the  mutual  covenants  contained
herein, the undersigned and Purchaser hereby agree as follows:

                  1. Affiliate  Status.  The undersigned  understands and agrees
that as to Target the undersigned is an "affiliate" under Rule 145(c) as defined
in  Rule  405 of the  Rules  and  Regulations  of the  Securities  and  Exchange
Commission  ("SEC") under the  Securities  Act of 1933, as amended ("1933 Act"),
and the undersigned anticipates that the undersigned will be such an "affiliate"
at the time of the Merger.

                  2.        Covenants and  Warranties of  Undersigned.  
The  undersigned  represents,  warrants and agrees that:

                  (a) The Purchaser  Common Stock received by the undersigned as
a result  of the  Merger  will be taken for his or her own  account  and not for
others, directly or indirectly, in whole or in part.

                  (b)   Purchaser   has  informed  the   undersigned   that  any
distribution  by  the  undersigned  of  Purchaser  Common  Stock  has  not  been
registered under the 1933 Act and that shares of Purchaser Common Stock received
pursuant  to the  Merger  can  only  be sold by the  undersigned  (i)  following
registration under the 1933 Act, or (ii) in conformity with the volume and other
requirements of Rule 145(d)  promulgated by the SEC as the same now exist or may
hereafter  be  amended,  or  (iii)  to the  extent  some  other  exemption  from
registration under the 1933 Act might be available.  The undersigned understands
that Purchaser is under no obligation to file a registration  statement with the
SEC covering the  disposition of the  undersigned's  shares of Purchaser  Common
Stock.

                  3.        Restrictions on Transfer.

                  (a) The undersigned  understands and agrees that stop transfer
instructions  with respect to the shares of Purchaser  Common Stock  received by
the  undersigned  pursuant to the Merger will be given to  Purchaser's  Transfer
Agent and that  there will be placed on the  certificates  for such  shares,  or
shares issued in substitution thereof, a legend stating in substance:

         "The  shares   represented  by  this   certificate  may  not  be  sold,
         transferred or otherwise disposed of except or unless (i) covered by an
         effective  registration  statement under the Securities Act of 1933, as
         amended, (ii) in accordance with (x) Rule 145(d) (in the case of shares
         issued to an  individual  who is not an affiliate of  Purchaser) or (y)
         Rule 144 (in the  case of  shares  issued  to an  individual  who is an
         affiliate of  Purchaser) of the Rules and  Regulations  of such Act, or
         (iii) in accordance  with a legal opinion  satisfactory  to counsel for
         Purchaser  that such sale or  transfer  is  otherwise  exempt  from the
         registration requirements of such Act."
(b)  Such  legend  will  also  be  placed  on any  certificate
representing  Purchaser securities issued subsequent to the original issuance of
the  Purchaser  Common  Stock  pursuant  to the  Merger as a result of any stock
dividend, stock split, or other recapitalization as long as the Purchaser Common
Stock issued to the undersigned  pursuant to the Merger has not been transferred
in such manner to justify the removal of the legend therefrom.  In addition,  if
the  provisions  of Rules  144 and 145 are  amended  to  eliminate  restrictions
applicable to the Purchaser Common Stock received by the undersigned pursuant to
the Merger,  or at the  expiration of the  restrictive  period set forth in Rule
145(d),  Purchaser,  upon  the  request  of  the  undersigned,  will  cause  the
certificates  representing  the shares of  Purchaser  Common Stock issued to the
undersigned  in  connection  with the Merger to be  reissued  free of any legend
relating to the  restrictions  set forth in Rules 144 and 145(d) upon receipt by
Purchaser  of an opinion of its  counsel to the effect  that such  legend may be
removed.

                  4.   Understanding  of  Restrictions  on   Dispositions.   The
undersigned  has carefully read the Agreement and this  Affiliate  Agreement and
discussed  their  requirements  and  impact  upon  his or her  ability  to sell,
transfer,  or otherwise dispose of the shares of Purchaser Common Stock received
by the  undersigned  in  connection  with the  Merger,  to the  extent he or she
believes necessary, with his or her counsel or counsel for Target.

                  5.  Filing of Reports  by  Purchaser.  Purchaser  agrees for a
period of three  years  after the  effective  date of the  Merger,  to file on a
timely  basis all  reports  required to be filed by it pursuant to Section 13 of
the Securities  Exchange Act of 1934, as amended, so that the public information
provisions  of Rule 145(d)  promulgated  by the SEC as the same are presently in
effect will be available to the undersigned in the event the undersigned desires
to transfer  any shares of  Purchaser  Common  Stock  issued to the  undersigned
pursuant to the Merger.

                  6. Transfer Under Rule 145(d).  If the undersigned  desires to
sell or otherwise  transfer the shares of Purchaser Common Stock received by him
or her in connection with the Merger at any time during the  restrictive  period
set  forth  in  Rule  145(d),   the  undersigned   will  provide  the  necessary
representation letter to the Transfer Agent for Purchaser Common Stock, together
with such additional  information as the Transfer Agent may reasonably  request.
If Purchaser's  counsel  concludes that such proposed sale or transfer  complies
with the  requirements  of Rule  145(d),  Purchaser  shall cause such counsel to
provide such opinions as may be necessary to Purchaser's  Transfer Agent so that
the undersigned may complete the proposed sale or transfer.

                  7. Acknowledgments. The undersigned recognizes and agrees that
the foregoing provisions also apply with respect to Target Common Stock held by,
and  Purchaser  Common  Stock issued in  connection  with the Merger to, (a) the
undersigned's   spouse,   (b)  any  relative  of  the   undersigned  or  of  the
undersigned's spouse who has the same home as the undersigned,  (c) any trust or
estate in which the undersigned, the undersigned's spouse, and any such relative
collectively  own at least a 10%  beneficial  interest  or of  which  any of the
foregoing serves as trustee,  executor or in any similar  capacity,  and (d) any
corporation or other  organization in which the undersigned,  the  undersigned's
spouse  and any such  relative  collectively  own at least  10% of any  class of
equity securities or of the equity interest.  The undersigned further recognizes
that, in the event that the  undersigned  is a director or executive  officer of
Purchaser  or  becomes  a  director  or  executive  officer  of  Purchaser  upon
consummation  of the Merger,  among other things,  any sale of Purchaser  Common
Stock by the undersigned  within a period of less than six months  following the
effective time of the Merger may subject the  undersigned to liability  pursuant
to Section 16(b) of the Securities Exchange Act of 1934, as amended.
8. Miscellaneous.  Subject to Exhibit 6.2(j) of the Agreement,
this Affiliate  Agreement is the complete  agreement  between  Purchaser and the
undersigned concerning the subject matter hereof. Any notice required to be sent
to any parry  hereunder  shall be sent by registered or certified  mail,  return
receipt requested, using the addresses set forth herein or such other address as
shall be furnished in writing by the parties.  This Affiliate Agreement shall be
governed by the laws of the State of Georgia.

         This   Affiliate   Agreement  is  executed  as  of  the  _____  day  of
_________________, 1996.

                                            Very truly yours,

                                            ----------------------------
                                            Signature

                                            ----------------------------
                                            Print Name

                                            ----------------------------
                                            Address
                                            

                                            ----------------------------
                                            Telephone No.

AGREED TO AND ACCEPTED as of
____________________, 1996

RESTOR INDUSTRIES, INC.

By:_________________________
   Its:_____________________
EXHIBIT NO. 6.2(h)

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT  AGREEMENT  ("Agreement") is made and entered into this
18th day of June,  1996,  between  and among  MICHAEL R. JOE, a resident  of the
State  of  California  ("Employee"),   and  RESTOR-COMTECH,   INC.,  a  Delaware
corporation ("Company").

                              W I T N E S S E T H:

          WHEREAS,  execution of this Agreement is  contemplated by that certain
Plan and Agreement of Merger dated even date herewith (the "Merger  Agreement"),
whereby  Comtech  Sunrise,  Inc.  ("Comtech")  will be merged  with and into the
Company,  a  Delaware  corporation  and  a  wholly-owned  subsidiary  of  Restor
Industries, Inc. ("Restor");

          WHEREAS,  the covenants and agreements of Employee  herein are made as
an inducement to the merger of Comtech into the Company; and

          WHEREAS,  the  Company  and  Employee  each  desire to enter into this
Agreement,  pursuant  to which  Employee  will be employed by the Company on the
terms  and  conditions   hereinafter  set  forth,  and  to  make  certain  other
agreements;

          NOW,  THEREFORE,  in consideration of the premises and of the promises
and  agreements  hereinafter  set forth,  the parties  hereto,  intending  to be
legally bound, do hereby agree as follows:

     Section 1.  Employment.  Subject to the terms  hereof,  the Company  hereby
employs  Employee,  and Employee hereby accepts such employment.  Employee shall
devote his Full Time and best  efforts to  rendering  services  on behalf of the
Company.  As used herein,  "Full Time" shall mean working during normal business
hours to accomplish his duties and responsibilities with appropriate timeliness,
and such term shall not  preclude  Employee's  devoting  incidental  time to the
management of his personal  affairs  during normal  business  hours nor shall it
preclude  his  participating  in  other  affairs  during   non-business   hours.
Employment.  Subject to the terms hereof,  the Company hereby employs  Employee,
and Employee hereby accepts such employment. Employee shall devote his Full Time
and best efforts to rendering services on behalf of the Company. As used herein,
"Full Time" shall mean working  during normal  business  hours to accomplish his
duties and responsibilities with appropriate timeliness, and such term shall not
preclude  Employee's  devoting incidental time to the management of his personal
affairs during normal business hours nor shall it preclude his  participating in
other affairs during non-business hours.

     Section 2. Position, Authority and Duties.

                  (a)  Position.  Employee  shall serve as  President  and Chief
Operating Officer of the Company and, as such, Employee shall report directly to
the  President of Restor.  The Company  shall also elect  Employee to serve as a
director of the Company,  and  Employee  consents to serve,  without  additional
compensation,  as such.  Employee's duties,  responsibilities and perquisites of
office shall be consistent with such position.

                  (b)   Authority.   Subject  to  the   ultimate   control   and
responsibility  of the Board of  Directors  of the  Company and of Restor as its
sole  stockholder,  until the end of the Term,  as  defined in Section 3 hereof,
Employee  shall have the right to manage the business and affairs of the Company
and shall  participate  directly  in the  formulation  of, and shall  direct the
execution  of both short- and  long-term  corporate  plans,  including,  without
limitation,  the hiring,  retention or termination of employees,  the setting of
compensation and fringe benefits of employees other than himself,  the expansion
of the business and the making of commitments  for capital  expenditures  out of
cash flow of the Company.  Restor shall  cooperate  with  Employee in seeking to
maintain and increase the Company's profitability,  but this Agreement shall not
be  construed  as a  commitment  on the  part of  Restor  to  invest  in or make
available  to the Company  any  additional  capital,  or to incur any expense or
obligation  on behalf of the Company,  whether or not Restor is to be reimbursed
by the Company for any such expense or obligation.
(c) Required Resignation of Position. Notwithstanding Sections
2(a) and 2(b) hereof, in the event the Company shall fail to achieve the Pre-Tax
Net Income  shown for the  respective  one-year  periods  set forth in the table
below,  Restor may request Mr. Joe's  resignation as President,  Chief Operating
Officer  and/or a director of the Company and appoint  another person or persons
to such position,  or positions,  and, in such event,  Mr. Joe shall resign from
the requested  position or positions and the powers and authorities  granted Mr.
Joe pursuant to Sections 2(a) and 2(b) hereof shall terminate.

         Year Ended:                        Minimum Pre-Tax Net Income:

         December 31, 1996                  $500,000

         December 31, 1997                  $600,000

         December 31, 1998                  $600,000

For purposes of this Section 2(c), the determination of Pre-Tax Net Income shall
be  subject  to the same  protocols  set forth in  Section  2.1(c) of the Merger
Agreement  between and among the  Company,  Restor,  Comtech  Sunrise,  Inc. and
certain shareholders thereof, dated as of April 22, 1996. Except as set forth in
this Section 2(c), any such  resignation  by Mr. Joe shall not otherwise  change
any of Mr. Joe's rights under this  Agreement  and any failure of the Company to
achieve such Pre-Tax Net Income shall not  constitute  Cause under  subparagraph
(iii) of Section 3 hereof.

                  (c) Location.  Employee's office shall be located in or within
reasonable commuting distance of Livermore,  California,  and Employee shall not
be  required  to relocate as a  condition  of his  continued  employment  by the
Company.

     Section 3. Term. The employment of Employee hereunder shall commence on the
date hereof (the  "Effective  Date") and shall continue until the earlier of (a)
December 31, 1998 (the  "Term") or (b) the  occurrence  of any of the  following
events:  Term. The employment of Employee  hereunder  shall commence on the date
hereof  (the  "Effective  Date")  and shall  continue  until the  earlier of (a)
December 31, 1998 (the  "Term") or (b) the  occurrence  of any of the  following
events:

                  (i)  the  death  or  Total   Disability  of  Employee  ("Total
         Disability"  meaning  the  failure of  Employee  to perform  his normal
         required  services  hereunder  at his  office for a period of three (3)
         consecutive   months,  by  reason  of  Employee's  mental  or  physical
         disability  as so determined  by a licensed  physician  selected by the
         Company satisfactory to Employee);

                   (ii) the mutual  written  agreement of the parties  hereto to
         terminate Employee's employment hereunder; or

                  (iii)  the  Company's  termination  of  Employee's  employment
         hereunder, upon thirty (30) days' prior written notice to Employee, for
         "Cause." For the purposes of this Agreement, "Cause" for termination of
         Employee's employment shall exist (a) if Employee is convicted of (from
         which no appeal may be taken),  or pleads  guilty to, any act of fraud,
         misappropriation  or embezzlement,  or any felony,  (b) if, in the sole
         determination  of the Board of Directors  of the Company,  Employee has
         engaged in conduct or activities materially damaging to the business of
         the Company (it being  understood,  however,  that neither  conduct nor
         activities  pursuant to Employee's  exercise of his good faith business
         judgment  nor  unintentional  physical  damage to any  property  of the
         Company by Employee shall be a ground for such a  determination  by the
         Board  of  Directors  of  the  Company)   after  written   notice  with
         specificity  as to  the  conduct  or  activities  complained  of  and a
         reasonable opportunity is given to Employee to cure the same, or (c) if
         Employee has failed  without  reasonable  cause to devote his Full Time
         and best efforts to the business of the Company and,  after notice from
         the Company of such failure,  Employee at any time thereafter  again so
         fails.
Section 4. Compensation and Benefits.

                  4.1      Salary and Other Compensation.

     (a) Salary.  For the term of his  employment  hereunder,  Employee shall be
paid a salary  by the  Company  at the  annual  rate of Sixty  Thousand  Dollars
($60,000)  through March 31, 1997 and at the annual rate of One Hundred Thousand
Dollars ($100,000) thereafter,  payable bi-weekly in accordance with the payroll
payment  practices from time to time adopted by the Company (his "Base Salary").
In  addition,  Employee  shall be entitled to that  portion of a Forty  Thousand
Dollar bonus which the amount of Pre-Tax Net Income of Restor between $2,000,000
and  $5,000,000,  if any, bears to $3,000,000  (the "Make-up  Bonus") during the
calendar years which end during the term of this  Agreement.  If the Pre-Tax Net
Income of Restor is less than $2,000,000 in any such calendar year, none of such
$40,000  shall be due and payable.  If the Pre-Tax Net Income of Restor  exceeds
$5,000,000 in any such calendar year, the full $40,000 shall be due and payable.
(For  example,  if the Pre-Tax Net Income of Restor were  $3,500,000 in any such
calendar  year,  the Make-up  Bonus  payable with respect to that  calendar year
would be $20,000 [($3,500,000 - $2,000,000 = $1,500,000) divided by $3,000,000 x
$40,000 = $20,000]).  The Make-up Bonus, if any, shall be due and payable by the
Company within thirty days of the date on which Restor's  year-end audit for the
year in question is completed by the certified public accountants then servicing
Restor.  The Company's  Board of Directors shall (without the  participation  of
Employee), not less regularly than annually,  review Employee's Base Salary with
a view to  increasing  the same as a result of, and to the extent  justified by,
Employee's  performance  during the preceding calendar year, any increase in the
cost of living, the performance and financial  condition of the Company and such
other criteria as it deems appropriate; provided, however, Employee agrees that,
notwithstanding  the foregoing,  his Base Salary shall remain at $60,000 through
March 31,  1997.  

     (b) Bonuses. In addition,  Employee shall be eligible to participate (in an
amount not to exceed thirty (30%) of Employee's  Base Salary in any year) in the
incentive  and bonus  programs  of Restor to the same  extent as others who hold
positions and responsibilities comparable to that of Employee so participate.

     (c)  Non-Qualified  Stock  Options.  In  addition,  upon  execution of this
Agreement, the Company (i) shall grant Employee the right to designate employees
of the Company,  including  Employee,  as grantees of incentive stock options to
purchase  75,000  shares  of the Stock for a  purchase  price  equal to the fair
market value of such shares on such date  pursuant to Restor's  incentive  stock
option  plan,  vesting  at the rate of 18,750  shares on each of the first  four
anniversaries  of the date of this  Agreement;  and (ii)  shall  grant  Employee
non-qualified  options to purchase  20,000 shares of the common stock,  $.01 par
value (the "Stock"), of Restor, for a purchase price of $8.00 per share, vesting
in the following amounts upon the occurrence of the following respective events:

                  Vest                      Achievement

                  60%               15% vesting for each calendar quarter during
                                    1996  that   Restor's   pre-tax  net  income
                                    exceeds $400,000; if this income test is not
                                    met  for  any  particular  quarter(s),   the
                                    vesting  for  those  quarter(s)  may also be
                                    earned if pre-tax  income  for 1996  exceeds
                                    $1.6 million.

                  5%                Restor's common stock is relisted on The 
                                    NASDAQ National Market System.

                  10%               Restor  achieves 25% internal  sales growth 
                                    during  calendar  1996 (i.e.  sales
                                    exceed $37.5 million).

                  15%               During   1996,   Restor   and  the   Company
                                    implement  management   information  systems
                                    that   provide   for  timely  and   accurate
                                    information,    a   streamlined    reporting
                                    process,   reports   that   meet  or  exceed
                                    internal and external customer expectations,
                                    and    efficient    integration    of    new
                                    acquisitions.

                  10%               The Company  increases  its gross sales in 
                                    calendar  1996 by 25% over the gross sales 
                                    of Comtech Sunrise, Inc. in calendar 1995.
4.2      Insurance.

     (a) Life and Other Insurance. The Company shall, at its expense, provide or
arrange  for and  keep in  effect,  during  the  term of  Employee's  employment
hereunder,  so long as he is insurable,  such group term life insurance,  travel
accident,  accidental death and dismemberment  insurance and long and short term
disability insurance, or their equivalents, as is provided from time to time for
executives of Restor holding positions and responsibilities  comparable to those
of Employee.  

     (b) Medical Insurance.  During the term of Employee's employment hereunder,
the Company  shall,  at its expense,  provide or arrange for and keep in effect,
hospitalization,  major  medical and similar  medical and health  insurance  for
Employee and his family, to the same extent as is provided from time to time for
executives of Restor holding positions and responsibilities  comparable to those
of Employee.

                   4.3 Vacation.  Employee  shall be entitled to the same number
of days of paid  vacation  during each year of his  employment  hereunder  as is
allowed to other  executives of Restor  holding  positions and  responsibilities
comparable to those of Employee.

                   4.4  Retirement  Benefits.  During the term of his employment
hereunder,  Employee  shall  have the same right as other  executives  of Restor
holding  positions  and  responsibilities  comparable  to those of  Employee  to
participate in all  profit-sharing,  pension and other  retirement  plans as are
now, or as may hereafter be, established by Restor.

                   4.5  Out-of-Pocket  Expenses.  The  Company  shall  reimburse
Employee  for all  reasonable  out-of-pocket  expenses  incurred  by Employee in
connection  with the  performance of his duties  hereunder upon  presentation of
appropriate vouchers therefor.

     Section 5. Termination.

                  (a)  Termination  by  Employee.  Employee  may  terminate  his
employment  hereunder  (i) for "Good Reason" as defined in this Section 5(a), or
(ii) for "Health  Reasons" as defined in this Section 5(a). For purposes of this
Agreement  "Good Reason" shall mean (A) any assignment to Employee,  without his
consent,  of any duties materially  different from those contemplated by, or any
material  limitation  of the powers of Employee in any respect not  contemplated
by,  Section 2 hereof,  (B) any  removal  of  Employee  from or any  failure  to
re-elect Employee to any of the positions indicated in Section 2 hereof,  except
as permitted by Section 2 hereof or except in  connection  with  termination  of
Employee's  employment  for  Cause  or  Total  Disability,  (C) a  reduction  in
Employee's Base Salary,  or any other material  failure by the Company to comply
with Section 4 hereof,  (D) any  material  failure by the Company to comply with
subparagraph  (iii) of Section 3 hereof, or (E) failure of the Company to obtain
the  assumption  of the  agreement to perform  this  Agreement by a successor as
contemplated  in Section 7(a) hereof.  For purposes of this  Agreement,  "Health
Reasons"  shall mean if Employee's  health  should become  impaired to an extent
that makes the continued  performance of his duties  hereunder  hazardous to his
physical  or mental  health or his  life,  provided  that  Employee  shall  have
furnished the Company with a written  statement from a qualified  doctor to such
effect and provided, further, that at the Company's request and expense Employee
shall  submit to an  examination  by a doctor  selected  by the Company and such
doctor shall have concurred in the conclusion of Employee's doctor.

                  (b)  Notice of  Termination.  Any  termination  of  Employee's
employment  by the Company or by  Employee  (other  than  termination  for death
pursuant  to  subparagraph  (i) of Section 3) shall be  communicated  by written
Notice of Termination to the other party hereto. For purposes of this Agreement,
a "Notice of Termination"  shall mean a notice which shall indicate the specific
termination  provision  in this  Agreement  relied  upon and  shall set forth in
reasonable  detail  the facts and  circumstances  claimed to provide a basis for
termination of Employee's employment under the provision so indicated.

                  (c) Date of Termination.  "Date of Termination" shall mean (i)
if Employee's employment is terminated by his death, the date of his death, (ii)
if  Employee's  employment  is  terminated  for  Total  Disability  pursuant  to
subparagraph  (i) of  Section  3  hereof,  thirty  (30)  days  after  Notice  of
Termination  is given  (provided  that  Employee  shall not have returned to the
performance  of his duties on a  full-time  basis  during  such  thirty (30) day
period),  (iii) if Employee's  employment is  terminated  for Cause  pursuant to
subparagraph  (iii) of  Section 3 hereof,  the date  specified  in the Notice of
Termination,  and (iv) if  Employee's  employment  is  terminated  for any other
reason, the date on which a Notice of Termination is given;  provided,  however,
that,  in all  instances,  if  within  thirty  (30)  days  after  any  Notice of
Termination is given,  the party  receiving such Notice of Termination  notifies
the other party that a dispute exists  concerning the  termination,  the Date of
Termination shall be the date on which the dispute is finally determined, either
by mutual written agreement of the parties,  by a final judgment order or decree
of a court of  competent  jurisdiction  (the time for  appeal  therefrom  having
expired and no appeal having been perfected).
(d) Exclusive  Provisions.  Employee may not be terminated by
the Company and Employee may not terminate his  employment  hereunder  except as
provided in this Section 5.

     Section 6. Compensation Upon Termination or During Disability.

                  (a) Upon Termination under Section 1. If Employee's employment
shall be terminated  upon the  expiration  of the term of this  Agreement as set
forth in Section 1 hereof,  the Company  shall pay Employee his full Base Salary
through the Date of Termination at the rate in effect at that time.

                  (b) In the Event of Death. If Employee's  employment  shall be
terminated  by reason of his death,  the Company  shall pay to such person as he
shall designate in a notice filed with the Company,  or, if no such person shall
be designated,  to his estate as a lump sum death benefit,  his full Base Salary
to the  date  of his  death  in  addition  to any  payments  Employee's  spouse,
beneficiaries  or estate may be entitled  to receive  pursuant to any pension or
employee  benefit plan or life  insurance  policy  presently  maintained  by the
Company,  and such payments  shall fully  discharge  the  Company's  obligations
hereunder.

                  (c) In the Event of  Physical  or Mental  Illness.  During any
period  that  Employee  fails to  perform  his duties  hereunder  as a result of
incapacity due to physical or mental illness, Employee shall continue to receive
his  full  Base  Salary  and  bonus  payments  until  Employee's  employment  is
terminated  for Total  Disability  pursuant  to  subparagraph  (i) of  Section 3
hereof, or until Employee  terminates his employment for Health Reasons pursuant
to  Subsection  5(a)(ii)  hereof,  whichever  first occurs.  After  termination,
Employee shall be paid 100% of his Base Salary at the rate in effect at the time
Notice of  Termination  is given less,  in each case,  any  disability  payments
otherwise  payable by or pursuant to plans  provided by the Company and actually
paid to Employee in substantially equal monthly  installments over the remaining
term hereof, and the Company shall have no further obligations to Employee under
this Agreement.

                  (d) Cause.  If Employee's  employment  shall be terminated for
Cause,  the Company shall pay Employee his full Base Salary  through the Date of
Termination at the rate in effect at the time Notice of Termination is given and
the Company shall have no further obligations to Employee under this Agreement.

                  (e) Wrongful  Termination or Termination by Executive for Good
Reason.  If (A) in  breach  of  this  Agreement,  the  Company  shall  terminate
Employee's  employment  other than in the manner  allowed  pursuant to Section 3
hereof (a purported  termination  pursuant to Section 3 hereof which is disputed
and finally  determined  not to have been proper shall be a  termination  by the
Company  in  breach of this  Agreement)  or (B)  Employee  shall  terminate  his
employment for Good Reason, then:

                  (i) the  Company  shall  pay  Employee  his full  Base  Salary
through  the Date of  Termination  at the rate in effect  at the time  Notice of
Termination is given and the amount, if any, with respect to any year then ended
which  pursuant  to the Plan would have  accrued to Employee on the basis of the
Company's performance but which has not yet been paid to him; and

                  (ii) in lieu of any further  salary  payments to Employee  for
periods  subsequent  to the  Date  of  Termination,  the  Company  shall  pay as
severance pay to Employee in substantially equal monthly  installments until the
third anniversary of the Effective Date an amount equal to the product of (A) an
amount  equal to the sum of (i) the annual Base  Salary at the  highest  rate in
effect  during  the  twelve  (12)  months  immediately  preceding  the  Date  of
Termination plus (ii) the highest annual bonus payments paid or accrued pursuant
to this Agreement, multiplied by (B) a fraction, the numerator of which shall be
the number of whole  months  remaining  and the  denominator  of which  shall be
twelve (12); and

                  (iii) all stock options  granted to the Employee under Section
4.1(c) hereof shall become immediately  exercisable and shall become immediately
vested,  provided that any options  granted under subpart (ii) of Section 4.1(c)
shall vest and become  exercisable  hereunder  only upon the  occurrence  of the
events (and in the amounts) set forth therein.

                  (f) Mitigation. Employee shall not be required to mitigate the
amount of any payment provided for in this Section 6 by seeking other employment
or otherwise, nor shall the amount of any payment provided for in this Section 6
be reduced by any compensation earned by Employee as the result of employment by
another employer after the Date of Termination.
Section 7. Successors; Binding Agreement.

                  (a)  Successor  Companies.   The  Company  shall  require  any
successor  (whether direct or indirect,  by purchase,  merger,  consolidation or
otherwise)  to all or  substantially  all of the business  and/or  assets of the
Company, by agreement in form and substance reasonably satisfactory to Employee,
to expressly  assume and agree to perform this  Agreement in the same manner and
to the same extent  that the Company  would be required to perform it if no such
succession  had taken  place.  Failure of the Company to obtain  such  agreement
prior to the  effectiveness  of any such  succession  shall be a breach  of this
Agreement and shall  entitle  Employee to  compensation  from the Company in the
same  amount and on the same terms as he would be entitled  to  hereunder  if he
terminated  his  employment  for  Good  Reason,  except  that  for  purposes  of
implementing  the  foregoing,  the date on which  any  such  succession  becomes
effective  shall be deemed the Date of  Termination.  As used in this Agreement,
"Company"  shall mean the Company as  hereinbefore  defined and any successor to
its  business  and/or  assets as  aforesaid  which  executes  and  delivers  the
Agreement  provided for in this Section 7(a) or which otherwise becomes bound by
all the terms and provisions of this Agreement by operation of law.

                  (b)  Executive's  Estate and  Heirs.  This  Agreement  and all
rights of Employee hereunder shall inure to the benefit of and be enforceable by
Employee's  personal  or  legal  representatives,   executors,   administrators,
successors,  heirs, distributees,  devisees and legatees. If Employee should die
while any amounts would still be payable to him hereunder if he had continued to
live,  all such amounts,  unless  otherwise  provided  herein,  shall be paid in
accordance with the terms of this Agreement to Employee's  devisee,  legatee, or
other designee or, if there be no such designee, to Employee's estate.

     Section 8. Miscellaneous.

                  8.1 Binding Effect.  This Agreement shall inure to the benefit
of and shall be binding  upon  Employee,  his  executor,  administrator,  heirs,
personal  representatives  and assigns,  and upon the Company and its successors
and assigns; provided,  however, that the obligations and duties of Employee may
not be assigned or delegated.

                  8.2 Governing Law. This Agreement shall be deemed to be made 
in, and in all respects shall be interpreted, construed and governed by and
in accordance with, the laws of the State of Delaware,  without giving effect to
principles of conflicts of laws.

                  8.3 Invalid  Provisions.  The parties herein hereby agree that
the  agreements,  provisions  and  covenants  contained  in this  Agreement  are
severable and divisible,  that none of such agreements,  provisions or covenants
depends upon any other provision,  agreement or covenant for its enforceability,
and that each such agreement, provision and covenants constitutes an enforceable
obligation  between the Company and Employee.  Consequently,  the parties hereto
agree that neither the  invalidity  nor the  unenforceability  of any agreement,
provision  or  covenant of this  Agreement  shall  affect the other  agreements,
provisions or covenants  hereof,  and this Agreement  shall remain in full force
and effect and be construed in all respects as if such invalid or  unenforceable
agreement, provision or covenant were omitted.

                  8.4 Headings.  The section and paragraph headings contained in
this  Agreement are for reference  purposes only and shall not affect in any way
the meaning or interpretation of this Agreement.

                  8.5 Notices.  All communications  provided for hereunder shall
be in  writing  and  shall be  deemed to be given  when  delivered  in person or
deposited  in the United  States  mail,  first class,  registered  mail,  return
receipt requested, with proper postage prepaid, and

                           (a)      If to Employee, addressed to:

                                    Mr. Michael R. Joe
                                    1445 Alpine Court
                                    Tracy, California  95376

                           (b)      If to the Company or Restor, addressed to:

                                    [Name of addressee]
                                    4501 Vineland Road
                                    Orlando, Florida  32811
                                    Attn:  Vice President and Chief Financial
                                           Officer

or at such other place or places or to such other  person or persons as shall be
designated  in writing by the parties  hereto in the manner  provided  above for
notices.
8.6  Counterparts.  This  Agreement  may be executed in one or
more  counterparts,  each of which shall be deemed to be an original  but all of
which together shall constitute one and the same instrument.

                  8.7 Waiver of Breach. The waiver by the Company of a breach of
any  provision,  agreement or covenant of this  Agreement by Employee  shall not
operate or be  construed  as a waiver of any prior or  subsequent  breach of the
same or any other provision, agreement or covenant by Employee.

                  8.8  Entire  Agreement.  This  Agreement  is  intended  by the
parties hereto to be the final expression of their agreement with respect to the
subject  matter  hereof and is the  complete  and  exclusive  statement  thereof
notwithstanding  any  representation  or statements  to the contrary  heretofore
made;  provided,  however,  that  nothing  herein  shall  affect the validity of
Section 5.7 or 5.8 of the Merger Agreement.  This Agreement may be modified only
by a written instrument signed by each of the parties hereto.

                   8.9  Attorneys'  Fees. If any party to this  Agreement  shall
bring any action, suit, counterclaim,  appeal, arbitration, or mediation for any
relief against the other,  declaratory or otherwise, to enforce the terms hereof
or to declare rights  hereunder  (collectively,  an "Action"),  the losing party
shall pay to the prevailing party a reasonable sum for attorneys' fees and costs
(at the prevailing  party's attorneys'  then-prevailing  rates as increased from
time to time by the giving of  advance  written  notice by such  counsel to such
party)  incurred in bringing and  prosecuting  such Action and/or  enforcing any
judgment, order, ruling, or award (collectively,  a "Decision") granted therein,
all of which shall be deemed to have accrued on the  commencement of such Action
and shall be paid whether or not such Action is  prosecuted  to a Decision.  Any
Decision entered in such Action shall contain a specific provision providing for
the recovery of attorneys'  fees and costs  incurred in enforcing such Decision.
The court or  arbitrator  may fix the amount of reasonable  attorneys'  fees and
costs on the  request  of either  party.  For the  purposes  of this  paragraph,
attorneys'  fees  shall  include,  without  limitation,  fees  incurred  in  the
following:  (1)  post-judgment  motions and  collection  actions;  (2)  contempt
proceedings; (3) garnishment, levy, and debtor and third party examinations; (4)
discovery; and (5) bankruptcy litigation.  "Prevailing party" within the meaning
of this paragraph includes, without limitation, a party who agrees to dismiss an
Action on the other party's  payment of the sums allegedly due or performance of
the covenants allegedly breached, or who obtains substantially the relief sought
by it.

         IN WITNESS  WHEREOF,  Employee has  executed  this  Agreement,  and the
Company has caused this  Agreement  to be duly  executed by its duly  authorized
officers and has caused its proper corporate seal to be affixed hereto,  and the
parties  have caused this  Agreement  to be  delivered,  all on the day and year
first written above.

                                             ------------------------------
                                             MICHAEL R. JOE

                                             

                                             RESTOR-COMTECH, INC.

                                             [CORPORATE SEAL] 

                                             By:     _____________________
                                             Its:    _____________________
                                             Attest:____________________
EXHIBIT NO. 6.2(j)

                                 June 18, 1996

Restor Industries, Inc.
4501 Vineland Road
Orlando, Florida  32811

Gentlemen:

          1.  Reference  is made to that  certain  Agreement  and Plan of Merger
dated as of April 22, 1996, between and among Restor Industries,  Inc. ("Restor"
or the "Company"),  Restor Comtech,  Inc. ("Merger Sub"), Comtech Sunrise,  Inc.
("Comtech")  and certain  other  parties (the "Merger  Agreement"),  pursuant to
which Comtech will be merged with and into Merger Sub, a wholly-owned subsidiary
of Restor (the "Merger").

         2. As an inducement to Restor to effect the Merger and as  contemplated
by the Merger Agreement,  the undersigned  (sometimes hereinafter referred to as
"Seller") hereby agrees that, until the 180th day following the date hereof, the
undersigned  will not,  without  Restor's prior written  consent,  offer,  sell,
contract to sell or otherwise dispose of, directly or indirectly,  any shares of
Restor common stock, $.01 par value per share (the "Restor  Shares"),  issued to
the undersigned in connection with the Merger or any security  convertible  into
or  exchangeable  or exercisable  therefor,  either  publicly or privately.  The
undersigned  further agrees that Restor may note such  restrictions on the books
and records of Restor relative to stock transfers.  The provisions  hereof shall
be  binding  upon  the  undersigned  and  the  assigns,   heirs,   and  personal
representatives of the undersigned.

          3. In  connection  with the  undersigned's  acquisition  of the Restor
Shares, the undersigned hereby represents and warrants to Restor as follows:

          (a) The Seller has  sufficient  knowledge and  experience in financial
and  business  matters  to be able to  evaluate  the  risks  and  merits  of the
investment  represented  by the  Restor  Shares.  The  Seller is aware  that the
business of the Company involves significant and material economic variables and
risks that could adversely affect the Seller's  investment in the Restor Shares.
The Seller is able to bear the economic risks of such investment,  including the
risk of losing all of such investment,  and the Seller has no need for liquidity
with  respect  to such  investment.  The  Seller is a  resident  of the State of
___________ and is over twenty-one years of age.

         (b) The Seller  understands  that no prospectus,  offering  circular or
other offering statement containing  information with respect to the Company and
the Restor Shares or with respect to the Company's  business is being issued and
the Seller has made its own inquiry and  analysis  with  respect to the Company,
the Restor Shares,  the Company's  business and other material factors affecting
the investment in the Restor Shares.

         (c) The  Restor  Shares  were not  offered  to the  Seller  by means of
publicly  disseminated  advertisements  or sales  literature,  or as a part of a
general  solicitation,  nor is the  Seller  aware  of any  offers  made to other
persons by such means. The Seller  acknowledges that it has either been supplied
with or has had  access to  information  to which a  reasonable  investor  would
attach  significance  in  making  an  investment  decision,  including,  without
limitation,  copies of the Company's Prospectus dated December 18, 1995 included
in its Registration Statement on Form S-3 (Registration No. 33-80053) filed with
the Securities and Exchange Commission on December 6, 1995, the Company's Annual
Report on Form 10-K for the year ended  December  31,  1995,  and the  Company's
Preliminary Proxy Statement for the Annual Meeting of Stockholders to be held on
May 26, 1996, and a description of the Company's  capital stock (attached hereto
as Exhibit 1 and incorporated herein by this reference),  and the Seller has had
the  opportunity  to  ask  questions  and  receive  answers  from  knowledgeable
individuals  concerning the Company,  its business and the Restor Shares so that
as a reasonable investor,  the Seller has been able to make an informed decision
with respect to the purchase of the Restor Shares.

         (d) In determining to acquire the Restor Shares,  the Seller has relied
solely on the results of Seller's own independent  investigation with respect to
the Restor Shares,  the Company and upon the  representations  and statements of
the Company set forth herein and in the Merger Agreement.  Such  representations
and statements by the Company constitute the sole and exclusive representations,
warranties,  covenants  and  statements  of the Company or any of its  officers,
directors,  stockholders  or other  affiliates to the Seller in connection  with
this investment,  and the Seller  understands,  acknowledges and agrees that all
other  representations,  warranties,  covenants  and  statements  of any kind or
nature,  whether oral or contained in any writing other than this  Agreement and
in the Merger Agreement are specifically disclaimed by the Company.
(e) The Seller  understands (i) that the Restor Shares are being issued
in reliance upon the exemption from  registration  provided by Section  3(a)(10)
under the  Securities Act and are not being  registered  under the securities or
Blue Sky laws and regulations of any state and (ii) cannot be sold,  transferred
or  otherwise  disposed  of except in  accordance  with the  Securities  Act and
applicable state securities or Blue Sky laws.

                                                  
                                                  Sincerely,

                                                  ------------------------------
                                                  Name of Shareholder

                                                  ------------------------------
                                                  Signature
Exhibit 23.1

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the  incorporation by reference of our report dated May 23,
1996  relating  to the  financial  statements  of Comtech  Sunrise,  Inc. in the
Prospectus   constituting  part  of  Restor  Industries,   Inc.'s   Registration
Statements  on Forms S-3 and S-8. We also  consent to the  reference to us under
the heading "Experts" in each such Prospectus.

/s/ Tedder, Grimsley & Company, P.A.
- ------------------------------------
Tedder, Grimsley & Company, P.A.
June 18, 1996
EXHIBIT NO. 99

[GRAPHIC OMITTED] RESTOR                   NEWS RELEASE
                  INDUSTRIES, INC.

                                SUMMARY:   RESTOR INDUSTRIES, INC. AGREES TO
                                           ACQUIRE COMTECH SUNRISE, INC.

                                CONTACT:   Steven A. Odom   Chairman & CEO
                                           Hensley E. West  President & COO
                                           Mark A. Gergel   Vice President & CFO
                                           (407) 843-7031
  FOR IMMEDIATE RELEASE

  ORLANDO,  FLORIDA -- FEBRUARY  22, 1996 -- RESTOR  INDUSTRIES,  INC.  (NASDAQ:
  REST),  announced  today it has executed a letter of intent to acquire Comtech
  Sunrise,  Inc.  ("Sunrise") for a combination of cash and Restor common stock.
  Sunrise,  based in Livermore,  California,  designs,  manufactures and markets
  intelligent  telecommunications  products  under  the trade  names of  Sunrise
  Technology  and Sunrise  Sierra.  The  transaction  is subject to, among other
  things,   the   satisfactory   completion  by  Restor  of  its  due  diligence
  investigation  of Sunrise and the  preparation  and  execution of a definitive
  agreement by March 20, 1996.

  Hensley E. West,  President and Chief Operating Officer said, "The acquisition
  of Sunrise is in line with our strategy to expand Restor's products,  services
  and technical expertise in order to provide  comprehensive product and service
  solutions to an increasing  number of companies  offering  telecommunications,
  data and video services. Sunrise designs, manufactures and markets intelligent
  T1 multiplexers,  digital loop carriers and other access intelligent equipment
  to telephone  companies and large  private  network  carriers.  In addition to
  voice and data  products,  Sunrise  also sells  specialized  multiplexers  and
  access  devices to the military and telemetry  market place and designs custom
  interfaces for unique telecommunications applications".

  "We are pleased that Michael Joe, President and CEO of Sunrise,  and his staff
  of industry  professionals  will continue to manage  Sunrise as a wholly-owned
  subsidiary of Restor. Sunrise began operations in 1988, and sold approximately
  $3  million  of  products  and  services  in its latest  fiscal  year.  We are
  optimistic that Restor's financial strength, extensive U.S. and Latin American
  telecommunications   customer  base,  large  inventory  of  telecommunications
  switching  and wireless  transmission  equipment and broad range of electronic
  manufacturing and repair services will complement  Sunrise's existing business
  and provide  additional growth and profit  improvement  opportunities for both
  companies.  As a result of the acquisition,  Mr. Joe will become a stockholder
  in Restor and will play a key role in supporting  Restor's  overall  strategic
  and financial objectives".

  Restor  Industries,  Inc. is a value-added  provider of low cost, high quality
  systems, products and services to the global  telecommunications  marketplace.
  The Company's  products and services  include the sale of telephone  switching
  systems and related circuit boards; manufacture, sale, installation and repair
  of   wireless   data  and  video   communications   systems   and   equipment;
  refurbishment, repair and upgrade of telecommunications equipment and the sale
  of  related  parts;   and  contract   manufacturing   of  circuit  boards  and
  electro-mechanical  assemblies.  The  Company  conducts  its  operations  from
  facilities in Orlando, Florida; Lakeland,  Florida; Dallas, Texas; Scottsdale,
  Arizona and South Bend, Indiana.