content: 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)   April 16, 1999
  
  
                       COMPTEK RESEARCH, INC.
       (Exact name of registrant as specified in its charter)
  
  
     New York               1-8502                16-0959023
  -----------------	---------------	      ---------------
  (State or other          (Commission          (IRS Employer
   jurisdiction of          File Number)          ID Number)
   incorporation)
  
  2732 Transit Road, Buffalo, New York          14224-2523
  -----------------------------------------------------------
  (Address of principal executive offices)     (Zip Code)
  
  Registrant's Telephone Number,
   including area code:                      (716) 677-4070
  
  
    _____________________________________________________________
    (Former name or former address, if changed since last report)
  
  <PAGE 1>
  Item 5.  Other Events
  
       On April 16, 1999, the Board of Directors of Comptek
  Research, Inc. (the "Company") declared a dividend of one Right
  for each outstanding share of the Company's Common Stock, par
  value $.02 per share (the "Common Stock"), to stockholders of
  record at the close of business on April 30, 1999 (the "Record
  Date").  Each Right entitles the registered holder to purchase
  from the Company a unit consisting of one one-hundredth of a
  share of Series A Junior Participating Preferred Stock, par value
  $.01 per share (the "Preferred Stock"), at a Purchase Price of
  $45.00 per unit of one one-hundredth of a share, subject to
  adjustment.  The description and terms of the Rights are set
  forth in a Rights Agreement (the "Rights Agreement") between the
  Company and American Stock Transfer & Trust Company, as Rights
  Agent.
  
       Initially, the Rights will be attached to all Common Stock
  certificates representing shares then outstanding, and no
  separate Rights Certificates will be distributed.  The Rights
  will separate from the Common Stock and a Distribution Date will
  occur upon the earliest of (i) 10 days following a public
  announcement that a person or group of affiliated or associated
  persons (other than those who report ownership on Schedule 13G
  under the Securities Exchange Act of 1934) (an "Acquiring
  Person") has acquired, or obtained the right to acquire,
  beneficial ownership of 20% or more of the shares of Common Stock
  then outstanding1 (the "Stock Acquisition Date"), (ii) 10
  business days following the commencement of a tender offer or
  exchange offer that would result in a person or group
  beneficially owning 20% or more of such outstanding shares of
  Common Stock, or (iii) 10 business days following the date the
  Board of Directors declares a person to be an "Adverse Person,"
  upon a determination by the Board that such person, alone or
  together with his affiliates or associates, is or has become the
  beneficial owner of 10% or more of the shares of Common Stock
  outstanding, and upon a determination by the Board of Directors
  of the Company, after reasonable inquiry and investigation,
  including consultation with such persons as such directors shall
  deem appropriate, that (a) such beneficial ownership by such
  person is intended to cause the Company to repurchase the shares
  of Common Stock beneficially owned by such person or to cause
  pressure on the Company to take action or enter into a
  transaction or series of transactions intended to provide such
  person with short-term financial gain under circumstances where
  the Board of Directors determines that the best long-term
  interests of the Company and its stockholders would not be served
  by taking such action or entering into such transactions or
  series of transactions at that time, or (b) such beneficial
  ownership is causing or reasonably likely to cause a material
  adverse impact (including, but not limited to, impairment of
  relationships with customers or impairment of the Company's
  ability to maintain its competitive position) on the business,
  financial condition, competitive position or prospects of the
  Company.
  ________________
  (1)  Under the Rights Agreement, for purposes of calculating
       percentages of Common Stock outstanding, shares of Common
       Stock outstanding shall include all shares of Common Stock
       deemed to be beneficially owned by a Person and its
       affiliates and associates, even if not actually then
       outstanding.
       
  <PAGE 2>
  
       Until the Distribution Date, (i) the Rights will be
  evidenced by the Common Stock certificates and will be
  transferred with and only with such Common Stock certificates,
  (ii) new Common Stock certificates issued after the Record Date
  will contain a notation incorporating the Rights Agreement by
  reference, and (iii) the surrender for transfer of any
  certificates for Common Stock outstanding will also constitute
  the transfer of the Rights associated with the Common Stock
  represented by such certificate.
  
       The Rights are not exercisable until the Distribution Date
  and will expire at the close of business on April 29, 2009 (the
  "Final Expiration Date"), unless earlier redeemed by the Company
  as described below.
  
       As soon as practicable after the Distribution Date, Rights
  Certificates will be mailed to holders of record of the Common
  Stock as of the close of business on the Distribution Date and,
  thereafter, the separate Rights Certificates alone will represent
  the Rights.  Except (i) with respect to certain shares of Common
  Stock issued or sold pursuant to the exercise of stock options or
  under any employee benefit plan or compensation arrangement, or
  upon the exercise, conversion or exchange of certain securities
  of the Company, or (ii) as otherwise determined by the Board of
  Directors, only shares of Common Stock issued prior to the
  Distribution Date will be issued with Rights.
  
       In the event that (i) a person or group becomes the
  beneficial owner of 20% or more of the then outstanding shares of
  Common Stock (except pursuant to a tender offer or an exchange
  offer for all outstanding shares of Common Stock at a price and
  on terms which a majority of the Directors who are not officers
  of the Company and who are not representatives, nominees,
  affiliates or associates of such person, with the concurrence of
  a majority of the Continuing Directors (as defined below), after
  receiving advice from one or more nationally recognized
  investment banking firms, determines to be fair to and otherwise
  in the best interests of the Company and its stockholders (a
  "Qualifying Offer")), or (ii) the Board of Directors declares
  that a person is an Adverse Person (each such event, a "Flip-in
  Event"), each holder of a Right will thereafter have the right to
  receive, upon exercise of such Right, Common Stock (or, in
  certain circumstances, cash, property or other securities of the
  Company) having a value (based on a formula set forth in the
  Rights Agreement) equal to two times the Purchase Price of the
  Right.  Notwithstanding any of the foregoing, following the
  occurrence of any Flip-in Event, all Rights that are, or (under
  certain circumstances specified in the Rights Agreement) were,
  beneficially owned by any Acquiring Person or an Adverse Person
  (or by certain related parties) will be null and void.  However,
  Rights are not exercisable following the occurrence of any Flip-
  in Event until such time as the Rights are no longer redeemable
  by the Company as set forth below.
  
       For example, at a Purchase Price of $45.00 per Right, each
  Right not owned by an Acquiring Person or an Adverse Person (or
  by certain related parties) following a Flip-in Event would
  entitle its holder to purchase $90.00 worth of Common Stock (or
  other consideration, as noted above) determined pursuant to a
  formula set forth in the Rights Agreement, for $45.00.
  
  <PAGE 3>
  
  Assuming that the Common Stock had a per share value of $22.50 at
  such time (as determined pursuant to such formula), the holder of
  each valid Right would be entitled to purchase four shares of
  Common Stock for $45.00.
  
       In the event that, at any time following the Stock
  Acquisition Date (i) the Company is acquired in a merger or other
  business combination transaction in which the Company is not the
  surviving corporation or in which it is the surviving
  corporation, (ii) the Company engages in a merger or other
  business combination transaction in which the Company is the
  surviving corporation but its Common Stock is changed or
  exchanged for stock or securities of any other person or cash or
  any other property (other than a merger meeting certain
  conditions which follows an offer for all outstanding shares of
  Common Stock which a majority of the unaffiliated Directors who
  are not officers of the Company determine to be fair to and
  otherwise in the best interests of the Company and its
  stockholders), or (iii) 50% or more of the Company's assets or
  earning power is sold or transferred (in one transaction or a
  series of transactions) (each such event, a "Flip-Over Event"),
  then each holder of a Right (except Rights which previously have
  been voided as set forth above) shall thereafter have the right
  to receive, upon exercise at the then current Purchase Price (as
  set forth in the Rights Agreement), common stock of the acquiring
  company having a then current market value equal to two times the
  exercise price of the Right.  The events set forth in this
  paragraph and the Flip-in Events described in the second
  preceding paragraph are referred to as the "Triggering Events."
  
       The Company may not engage in a transaction with an
  Acquiring Person constituting a Flip-Over Event unless the
  Acquiring Person meets certain conditions.  If the Acquiring
  Person's (or its affiliated entity's) common stock has not been
  registered under the Securities Exchange Act of 1934, as amended,
  for the preceding twelve months, but it is a direct or indirect
  subsidiary of another company which has registered common stock,
  the Rights shall be exercisable as described above to purchase
  the common stock of such parent company.  Moreover, the Company
  may not engage in a flip-over transaction unless the Acquiring
  Person (or its affiliated entity or parent, as applicable),
  (i) has sufficient shares of common stock authorized to permit
  the full exercise of the Rights and (ii) enters into an agreement
  containing the terms set forth above and providing that, as soon
  as practicable after the date of the Flip-Over Event, the
  Acquiring Person will register the Rights and the securities
  issuable upon exercise of the Rights under the Securities Act of
  1933, as amended, and maintain the effectiveness of such
  registration statement until the Expiration Date of the Rights
  Plan.  Notwithstanding the foregoing, a merger or consolidation
  will not constitute a Flip-Over Event if (i) the transaction is
  consummated with a person who acquired Common Stock pursuant to
  Qualifying Offer or with a subsidiary of such person; (ii) the
  price per share of Common Stock offered in such transaction is
  not less than the price paid to holders of the Company's Common
  Stock whose shares were purchased in the Qualifying Offer; and
  (iii) the form of consideration offered in the transaction is the
  same as the form of consideration paid pursuant to the Qualifying
  Offer.
  
       The Purchase Price payable, and the number of units of
  shares of Preferred Stock or other securities or property
  issuable, upon exercise of the Rights are subject to adjustment
  from time to time to
  
  <PAGE 4>
  
  prevent dilution (i) in the event of a stock dividend on, or a
  subdivision, combination or reclassification of, the Preferred
  Stock, (ii) if holders of the Preferred Stock are granted certain
  rights or warrants to subscribe for Preferred Stock or
  convertible securities at less than the current market price of
  the Preferred Stock, or (iii) upon the distribution to holders of
  the Preferred Stock of evidences of indebtedness or assets
  (excluding regular quarterly cash dividends) or of subscription
  rights or warrants (other than those referred to above).  With
  certain exceptions, no adjustment in the Purchase Price will be
  required until cumulative adjustments amount to at least 1% of
  the Purchase Price.  No fractional shares of Preferred Stock
  (other than fractions of one one-hundredth of a share, or
  integral multiples thereof) will be issued and, in lieu thereof,
  an adjustment in cash will be made based on the market price of
  the Preferred Stock on the last trading date prior to the date of
  exercise.
  
       At any time until the earlier of (a) ten days following the
  Stock Acquisition Date or (b) the Final Expiration Date, the
  Company may redeem the Rights in whole, but not in part, at a
  price of $.01 per Right (payable in cash, Common Stock or other
  consideration deemed appropriate by the Board of Directors).
  Under certain circumstances set forth in the Rights Agreement,
  the decision to redeem shall require the concurrence of a
  majority of the Continuing Directors.  The Company may not redeem
  the Rights if the Board of Directors has previously declared a
  person to be an Adverse Person.  Immediately upon the action of
  the Board of Directors ordering redemption of the Rights, with,
  where required, the concurrence of such Continuing Directors, the
  Rights will terminate and the only right of the holders of Rights
  will be to receive the $.01 redemption price.  In the event that
  a majority of the members of the Board serving following a
  meeting of stockholders or stockholder action by written consent
  are not nominated by the Board serving immediately prior to such
  meeting or action, then for 180 days following such meeting or
  action the Rights may not be redeemed if such redemption is
  reasonably likely to have the purpose or effect of allowing any
  person to become an Acquiring Person, or otherwise facilitating
  the occurrence of a Flip-In Event, or a Flip-Over Event or a
  transaction with an Acquiring Person.
  
       The term "Continuing Directors" means any member of the
  Board of Directors of the Company who was a member of the Board
  prior to the date of the Rights Agreement, and any person who is
  subsequently elected to the Board if such person is recommended
  or approved by a majority of the Continuing Directors, but shall
  not include an Acquiring Person, an Adverse Person or an
  affiliate or associate of any such person, or any representative
  of the foregoing entities.
  
       Until a Right is exercised, the holder thereof, as such,
  will have no rights as a stockholder of the Company, including,
  without limitation, the right to vote or to receive dividends.
  While the distribution of the Rights will not be taxable to
  stockholders or to the Company, stockholders may, depending upon
  the circumstances, recognize taxable income in the event that the
  Rights become exercisable for Common Stock (or other
  consideration) of the Company or for common stock of the
  acquiring company as set forth above, or are redeemed as provided
  in the second preceding paragraph.
  
  <PAGE 5>
  
       Other than certain provisions relating to the principal
  economic terms of the Rights, any of the provisions of the Rights
  Agreement may be amended by the Board of Directors of the Company
  prior to the Distribution Date.  After the Distribution Date, the
  provisions of the Rights Agreement may be amended by the Board
  (in certain circumstances, with the concurrence of the Continuing
  Directors) in order to cure any ambiguity, defect or
  inconsistency, to make changes which do not adversely affect the
  interests of holders of Rights (other than an Acquiring Person,
  an Adverse Person or an affiliate or associate thereof), or to
  shorten or lengthen any time period under the Rights Agreement;
  provided, however, that an amendment to lengthen the time period
  governing redemption may be made only if the Rights are
  redeemable and an amendment to lengthen any other time period may
  be made only for the purpose of protecting, enhancing or
  clarifying the rights of, and/or benefits to, the holders of
  Rights (other than any Acquiring Person or Adverse Person).
  
       The Rights will have certain anti-takeover effects.
  Exercise of the Rights will cause substantial dilution to a
  person or group that attempts to acquire the Company on terms not
  approved by the Company's Board of Directors.  The existence of
  Rights, however, should not affect an offer at a fair price and
  otherwise in the best interests of the Company and its
  stockholders as determined by the Board of Directors.  The Rights
  should not interfere with any merger or other business
  combination approved by the Board of Directors since the Board of
  Directors may, at its option, at any time until ten days
  following the Stock Acquisition Date or until a person has been
  determined to be an Adverse Person redeem all but not less than
  all of the then outstanding Rights at the $.01 redemption price.
  
       The Rights Agreement between the Company and the Rights
  Agent specifying the terms of the Rights, which includes as an
  exhibit the form of Rights Certificate, is incorporated herein by
  reference.  The foregoing description of the Rights does not
  purport to be complete and is qualified in its entirety by
  reference to the Rights Agreement.
  
  <PAGE 6>
  
  
  Item 7.  Exhibits
  
  Exhibit Number      Description
  
                      4  Rights Agreement, dated as of
                      April 16, 1999, between Comptek Research,
                      Inc. and American Stock Transfer & Trust
                      Company, as Rights Agent
  
                      99 Press Release, dated April 19,1999
  
  
  <PAGE 7>
  
  
  
                              SIGNATURES
  
            Pursuant to the requirements of the Securities Exchange
  Act of 1934, the Registrant has duly caused this report to be
  signed on its behalf by the undersigned hereunto duly authorized.
  
  
                                COMPTEK RESEARCH, INC.
  
  
  
                                By:   /s/John J. Sciuto
                                      John J. Sciuto
                                      Chairman, President and CEO
  
  
  
  Dated: April 19, 1999
  
  <PAGE 8>
  
                            EXHIBIT INDEX
  
  
  Exhibit Number   Description                                Page
  --------------   ---------------------------------------    -----
        4          Rights Agreement, dated as of April 16,      9   
                   1999, between Comptek Research, Inc. and
                   American Stock Transfer & Trust Company,
                   as Rights Agent
        99         Press Release, dated April 19, 1999         67
  
  <PAGE 9>
                                  
                                  
                                  
                                  
                              Exhibit 4
        Rights Agreement, dated as of April 16, 1999, between
     Comptek Research, Inc. and American Stock Transfer & Trust
                              Company,
                           as Rights Agent
  
                                                                   
                                                                   
    _____________________________________________________________
                        ____________________
  
  
                       COMPTEK RESEARCH, INC.
                                  
                                 and
                                  
                                  
               AMERICAN STOCK TRANSFER & TRUST COMPANY
                                  
                           as Rights Agent
                                  
                                  
                                  
                         ___________________
                                  
                                  
                                  
                          Rights Agreement
                                  
                     Dated as of April 16, 1999
                                  
                                  
  _________________________________________________________________
                            _____________
                                  
  
                          Table of Contents
  
  Section                                                      Page
  
  
  
  Section  1.  Certain Definitions                                1
  
  
  Section  2.  Appointment of Rights Agent                        6
  
  
  Section  3.  Issue of Rights Certificates                       6
  
  
  Section  4.  Form of Rights Certificates                        8
  
  
  Section  5.  Countersignature and Registration                  9
  
  
  Section  6.  Transfer, Split Up, Combination and Exchange of
               Rights Certificates;
  
  
               Mutilated, Destroyed, Lost or Stolen Rights
               Certificates.                                     10
  
  
  Section  7.  Exercise of Rights; Purchase Price; Expiration
               Date of Rights                                    11
  
  
  Section  8.  Cancellation and Destruction of Rights
               Certificates                                      13
  
  
  Section  9.  Reservation and Availability of Capital Stock     13
  
  
  Section  10.  Preferred Stock Record Date                      14
  
  
  Section  11.  Adjustment of Purchase Price, Number and Kind
                of Shares or
  
  
                Number of Rights                                 15
  
  
  Section 12.  Certificate of Adjusted Purchase Price or
               Number of Shares                                  24
  
  
  Section 13.  Consolidation, Merger or Sale or Transfer of
               Assets or Earning Power                           24
  
  
  Section 14.  Fractional Rights and Fractional Shares           27
  
  
  Section 15.  Rights of Action                                  28
  
  
  Section 16.  Agreement of Rights Holders                       29
  
  
  Section 17.  Rights Certificate Holder Not Deemed a
               Stockholder                                       29
  
  
  Section 18.  Concerning the Rights Agent                       30
  
  
  Section 19.  Merger or Consolidation or Change of Name of
               Rights Agent                                      30
  
  
  Section 20.  Duties of Rights Agent                            31
  
  
  Section 21.  Change of Rights Agent                            33
  
  
  Section 22.  Issuance of New Rights Certificates               34
  
  
  Section 23.  Redemption and Termination                        34
  
  
  Section 24.  Exchange                                          35
  
  
  Section 25.  Notice of Certain Events                          36
  
  
  Section 26.  Notices                                           37
  
  
  Section 27.  Supplements and Amendments                        38
  
  
  Section 28.  Successors                                        39
  
  
  Section 29.  Determinations and Actions by the Board of
               Directors, etc.                                   39
  
  
  Section 30.  Benefits of this Agreement                        39
  
  
  Section 31.  Severability                                      39
  
  
  Section 32.  Governing Law                                     40
  
  
  Section 33.  Counterparts                                      40
  
  
  Section 34.  Descriptive Headings                              40
  
  
  
  Exhibit A --  Certificate of Designation, Preferences and Rights
  
  Exhibit B --  Form of Rights Certificate
  
                          RIGHTS AGREEMENT
  
  
       RIGHTS AGREEMENT, dated as of April 16, 1999 (the
  "Agreement"), between Comptek Research, Inc., a New York
  corporation (the "Company"), and American Stock Transfer & Trust
  Company (the "Rights Agent").
  
  
                         W I T N E S S E T H
  
       WHEREAS, the Board of Directors of the Company has
  authorized and declared a dividend distribution of one Right for
  each share of common stock, par value $.02 per share, of the
  Company (the "Common Stock") outstanding at the close of business
  on April 30, 1999 (the "Record Date"), and has authorized the
  issuance of one Right (as such number may hereinafter be adjusted
  pursuant to the provisions of Section 11(p) hereof) for each
  share of Common Stock of the Company issued between the Record
  Date (whether originally issued or delivered from the Company's
  treasury) and the Distribution Date (as defined below), each
  Right initially representing the right to purchase one one-
  hundredth (1/100th) of a share of Series A Junior Participating
  Preferred Stock (the "Preferred Stock") of the Company having the
  rights, powers and preferences set forth in the form of
  Certificate of Designation, Preferences and Rights attached
  hereto as Exhibit A, upon the terms and subject to the conditions
  hereinafter set forth (the "Rights");
  
       WHEREAS, the Company desires to appoint the Rights Agent to
  act as provided herein, and the Rights Agent is willing to so
  act;
  
       NOW, THEREFORE, in consideration of the premises and the
  mutual agreements herein set forth, the parties hereby agree as
  follows:
  
       Section  1.  Certain Definitions.  For purposes of this
  Agreement, the following terms have the meanings indicated:
  
            (a)  "Acquiring Person" shall mean any Person who or
       which, together with all Affiliates and Associates of such
       Person, shall be the Beneficial Owner of 20% or more of the
       shares of Common Stock then outstanding, but shall not
       include (i) the Company, (ii) any Subsidiary of the Company,
       (iii) any employee benefit plan or compensation arrangement
       of the Company or of any Subsidiary of the Company, (iv) any
       Person or entity organized, appointed or established by the
       Company for or pursuant to the terms of any such plan or (v)
       any Person who has reported or is required to report such
       ownership on Schedule 13G under the Securities Exchange Act
       of 1934, as amended and in effect on the date of this
       Agreement (the "Exchange Act") (or any comparable or
       successor report).  Notwithstanding the foregoing, no Person
       shall become an "Acquiring Person" solely as the result of
       an acquisition of Common Stock by the Company which, by
       reducing the number of shares outstanding, increases the
       proportionate number of shares beneficially owned by a
       Person to 20% or more of the Common Stock of the Company
       then outstanding as determined above; provided, however,
       that if a Person becomes the Beneficial Owner of 20% or more
       of the Common Stock of the Company then outstanding (as
       determined above) solely by reason of purchases of Common
       Stock by the Company and shall, after such purchases by the
       Company, become the Beneficial Owner of any additional
       shares of Common Stock by any means whatsoever, then such
       Person shall be deemed to be an "Acquiring Person."
       Notwithstanding the foregoing, (i) if the Board of Directors
       of the Company, with the concurrence of a majority of the
       Continuing Director, determines in good faith that a Person
       who would otherwise be an "Acquiring Person," as defined
       pursuant to the foregoing provisions of this paragraph (a),
       has become such inadvertently, and such Person divests as
       promptly as practicable a sufficient number of shares of
       Common Stock so that such Person would no longer be an
       "Acquiring Person," as defined pursuant to the foregoing
       provisions of this paragraph (a), then such Person shall not
       be deemed to be an "Acquiring Person" for any purposes of
       this Agreement or (ii) if a Person becomes the Beneficial
       Owner of 20% or more of the Common Stock then outstanding
       solely as a result of such Person's entering into an
       agreement, arrangement or understanding (including an
       irrevocable proxy or consent) whereby such Person obtains
       the right to vote such Common Stock and prior to the time
       such agreement, arrangement or understanding is entered into
       the Board of Directors has approved either (x) a "business
       combination" (as such term is defined in Section 912 the New
       York Business Corporation Law) to which such Person or an
       Affiliate of such Person is a party or (y) such agreement,
       arrangement or understanding with such Person, then such
       Person shall not be deemed to be an "Acquiring Person" for
       the purposes of this Agreement.
  
            (b)  "Act" shall have the meaning set forth in Section
  9(c) hereof.
       
            (c)  "Adjustment Shares" shall have the meaning set
       forth in Section 11(a)(ii) hereof.
       
            (d)  "Adverse Person" shall mean any Person declared to
       be an Adverse Person by the Board of Directors upon
       determination that the criteria set forth in Section
       11(a)(ii)(B) apply to such Person; provided, however, that
       the Board of Directors shall not declare any Person who is
       the Beneficial Owner of 10% or more (but less than 20%) of
       the outstanding Common Stock of the Company to be an Adverse
       Person if such Person has reported or is required to report
       such ownership on Schedule 13G under the Exchange Act (or
       any comparable or successor report) or on Schedule 13D under
       the Exchange Act (or any comparable or successor report)
       which Schedule 13D does not state any intention to or
       reserve the right to control or influence the management or
       policies of the Company or engage in any of the actions
       specified in Item 4 of such Schedule (other than the
       disposition of the Common Stock) so long as such Person
       neither reports nor is required to report such ownership
       other than as described in this paragraph (d).
  
            (e)  "Affiliate" and "Associate" shall have the
       respective meanings ascribed to such terms in Rule 12b-2 of
       the General Rules and Regulations under the Exchange Act.
  
            (f)  A Person shall be deemed the "Beneficial Owner"
       of, and shall be deemed to "beneficially own," any
       securities:
  
                 (i)  which such Person or any of such Person's
            Affiliates or Associates, directly or indirectly, has
            the right to acquire (whether such right is exercisable
            immediately or only after the passage of time) pursuant
            to any agreement, arrangement or understanding (whether
            or not in writing) or upon the exercise of conversion
            rights, exchange rights, rights, warrants or options,
            or otherwise; provided, however, that a Person shall
            not be deemed the "Beneficial Owner" of, or to
            "beneficially own," (A) securities tendered pursuant to
            a tender or exchange offer made by such Person or any
            of such Person's Affiliates or Associates until such
            tendered securities are accepted for purchase or
            exchange, or (B) securities issuable upon exercise of
            Rights at any time prior to the occurrence of a
            Triggering Event, or (C) securities issuable upon
            exercise of Rights from and after the occurrence of a
            Triggering Event which Rights were acquired by such
            Person or any of such Person's Affiliates or Associates
            prior to the Distribution Date or pursuant to Section
            3(a) or Section 22 hereof (the "Original Rights") or
            pursuant to Section 11(i) hereof in connection with an
            adjustment made with respect to any Original Rights;
  
                 (ii) which such Person or any of such Person's
            Affiliates or Associates, directly or indirectly, has
            the right to vote or dispose of or has "beneficial
            ownership" of (as determined pursuant to Rule 13d-3 of
            the General Rules and Regulations under the Exchange
            Act), including pursuant to any agreement, arrangement
            or understanding, whether or not in writing; provided,
            however, that a Person shall not be deemed the
            "Beneficial Owner" of, or to "beneficially own," any
            security under this subparagraph (ii) as a result of an
            agreement, arrangement or understanding to vote such
            security if such agreement, arrangement or
            understanding:  (A) arises solely from a revocable
            proxy given in response to a public proxy or consent
            solicitation made pursuant to, and in accordance with,
            the applicable provisions of the General Rules and
            Regulations under the Exchange Act, and (B) is not also
            then reportable by such Person on Schedule 13D under
            the Exchange Act (or any comparable or successor
            report); or
  
                 (iii)     which are beneficially owned, directly
            or indirectly, by any other Person (or any Affiliate or
            Associate thereof) with which such Person (or any of
            such Person's Affiliates or Associates) has any
            agreement, arrangement or understanding (whether or not
            in writing), for the purpose of acquiring, holding,
            voting (except pursuant to a revocable proxy as
            described in the proviso to subparagraph (ii) of this
            paragraph (f)) or disposing of any voting securities of
            the Company;
  
       provided, however, that nothing in this paragraph (f) shall
       cause a person engaged in business as an underwriter of
       securities to be the "Beneficial Owner" of, or to
       "beneficially own," any securities acquired through such
       person's participation in good faith in a firm commitment
       underwriting until the expiration of forty days after the
       date of such acquisition.
  
            (g)  "Business Day" shall mean any day other than a
       Saturday, Sunday or a day on which banking institutions in
       the State of New York are authorized or obligated by law or
       executive order to close.
  
            (h)  "Close of business" on any given date shall mean
       5:00 P.M., New York City time, on such date; provided,
       however, that if such date is not a Business Day it shall
       mean 5:00 P.M., New York City time, on the next succeeding
       Business Day.
  
            (i)  "Common Stock" shall mean the common stock, par
       value $.02 per share, of the Company, except that "Common
       Stock" when used with reference to any Person other than the
       Company shall mean the capital stock of such Person with the
       greatest voting power, or the equity securities or other
       equity interest having power to control or direct the
       management, of such Person.
       
            (j)  "Common Stock Equivalents" shall have the meaning
       set forth in Section 11(a)(iii) hereof.
       
            (k)  "Continuing Director" shall mean (i) any member of
       the Board of Directors of the Company, while such Person is
       a member of the Board, who is not an Acquiring Person or
       Adverse Person, an Affiliate or Associate of an Acquiring
       Person or Adverse Person, or a representative or nominee of
       an Acquiring Person or Adverse Person or of any such
       Affiliate or Associate, and was a member of the Board prior
       to the date of this Agreement, or (ii) any Person who
       subsequently becomes a member of the Board, while such
       Person is a member of the Board, who is not an Acquiring
       Person or Adverse Person, an Affiliate or Associate of an
       Acquiring Person or Adverse Person, or a representative or
       nominee of an Acquiring Person or Adverse Person or of any
       such Affiliate or Associate, if such Person's nomination for
       election or election to the Board is recommended or approved
       by a majority of the Continuing Directors or a nominating
       committee of the Board consisting solely of Continuing
       Directors.
       
            (l)  "Current Market Price" shall have the meaning set
       forth in Section 11(d)(i) hereof.
       
            (m)  "Current Value" shall have the meaning set forth
       in Section 11(a)(iii) hereof.
       
            (n)  "Distribution Date" shall have the meaning set
       forth in Section 3(a) hereof.
       
            (o)  "Equivalent Preferred Stock" shall have the
       meaning set forth in Section 11(b) hereof.
       
            (p)  "Exchange Act" shall have the meaning set forth in
       Section 1(d) hereof.
       
            (q)  "Exchange Ratio" shall have the meaning set forth
       in Section 24 hereof.
       
            (r)  "Expiration Date" shall have the meaning set forth
       in Section 7(a) hereof.
       
            (s)  "Final Expiration Date" shall have the meaning set
       forth in Section 7(a) hereof.
       
            (t)  "Person" shall mean any individual, firm,
       corporation, partnership, limited liability entity or other
       entity.
  
            (u)  "Preferred Stock" shall mean shares of Series A
       Junior Participating Preferred Stock, par value $.01 per
       share, of the Company, and, to the extent that there are not
       a sufficient number of shares of Series A Junior
       Participating Preferred Stock authorized to permit the full
       exercise of the Rights, any other series of Preferred Stock
       of the Company designated for such purpose containing terms
       substantially similar to the terms of the Series A Junior
       Participating Preferred Stock.
       
            (v)  "Principal Party" shall have the meaning set forth
       in Section 13(b) hereof.
       
            (w)  "Purchase Price" shall have the meaning set forth
       in Section 4(a) hereof.
       
            (x)  "Qualifying Offer" shall have the meaning set
       forth in Section 11(a)(ii)(A) hereof.
       
            (y)  "Record Date" shall have the meaning set forth in
       the WHEREAS clause at the beginning of this Agreement.
       
            (z)  "Redemption Price" shall have the meaning set
       forth in Section 23(a) hereof.
       
            (aa) "Rights" shall have the meaning set forth in the
       WHEREAS clause at the beginning of the Agreement.
       
            (ab) "Rights Agent" shall have the meaning set forth in
       the parties clause at the beginning of this Agreement.
       
            (ac) "Rights Certificates" shall have the meaning set
       forth in Section 3(a) hereof.
       
            (ad) "Rights Dividend Declaration Date" shall mean
       April 16, 1999.
       
            (ae) "Section 11(a)(ii) Event" shall mean any event
       described in Section 11(a)(ii) hereof.
  
            (af) "Section 11(a)(ii) Trigger Date" shall have the
       meaning set forth in Section 11(a)(iii) hereof.
       
            (ag) "Section 13 Event" shall mean any event described
       in clauses (x), (y) or (z) of Section 13(a) hereof.
       
            (ah) "Spread" shall have the meaning set forth in
       Section 11(a)(iii) hereof.
  
            (ai) "Stock Acquisition Date" shall mean the first date
       of public announcement (which, for purposes of this
       definition, shall include, without limitation, a report
       filed pursuant to Section 13(d) under the Exchange Act) by
       the Company or an Acquiring Person that an Acquiring Person
       has become such.
  
            (aj) "Subsidiary" shall mean, with reference to any
       Person, any corporation of which an amount of voting
       securities sufficient to elect at least a majority of the
       directors of such corporation is beneficially owned,
       directly or indirectly, by such Person, or otherwise
       controlled by such Person.
       
            (ak) "Substitution Period" shall have the meaning set
       forth in Section 11(a)(iii) hereof.
       
            (al) "Trading Day" shall have the meaning set forth in
       Section 11(d)(i) hereof.
  
            (am) "Triggering Event" shall mean any Section
       11(a)(ii) Event or any Section 13 Event.
  
       Section  2.  Appointment of Rights Agent.  The Company
  hereby appoints the Rights Agent to act as agent for the Company
  and the holders of the Rights (who, in accordance with Section 3
  hereof, shall prior to the Distribution Date also be the holders
  of the Common Stock) in accordance with the terms and conditions
  hereof, and the Rights Agent hereby accepts such appointment.
  The Company may from time to time appoint such Co-Rights Agents
  as it may deem necessary or desirable.
  
       Section  3.  Issue of Rights Certificates.
  
            (a)  Until the earliest of (i) the close of business on
       the tenth day after the Stock Acquisition Date (or, if the
       tenth day after the Stock Acquisition Date occurs before the
       Record Date, the close of business on the Record Date), (ii)
       the close of business on the tenth business day (or such
       later date as the Board of Directors shall determine) after
       the date that a tender or exchange offer by any Person
       (other than the Company, any Subsidiary of the Company, any
       employee benefit plan of the Company or of any Subsidiary of
       the Company, or any Person or entity organized, appointed or
       established by the Company for or pursuant to the terms of
       any such plan) is first published or sent or given within
       the meaning of Rule 14d-2(a) of the General Rules and
       Regulations under the Exchange Act, if upon consummation
       thereof, such Person would be the Beneficial Owner of 20% or
       more of the shares of Common Stock then outstanding or (iii)
       the close of business on the tenth Business Day after the
       Board of Directors determines, pursuant to the criteria set
       forth in Section 11(a)(ii)(B) hereof, that a Person is an
       Adverse Person (the earliest of (i), (ii) and (iii) being
       herein referred to as the "Distribution Date"), (x) the
       Rights will be evidenced (subject to the provisions of
       paragraph (b) of this Section 3) by the certificates for the
       Common Stock registered in the names of the holders of the
       Common Stock (which certificates for Common Stock shall be
       deemed also to be certificates for Rights) and not by
       separate certificates, and (y) the Rights will be
       transferable only in connection with the transfer of the
       underlying shares of Common Stock (including a transfer to
       the Company).  As soon as practicable after the Distribution
       Date, the Rights Agent will send by first-class, insured,
       postage prepaid mail, to each record holder of the Common
       Stock as of the close of business on the Distribution Date,
       at the address of such holder shown on the records of the
       Company, one or more rights certificates, in substantially
       the form of Exhibit B hereto (the "Rights Certificates"),
       evidencing one Right for each share of Common Stock so held,
       subject to adjustment as provided herein. In the event that
       an adjustment in the number of Rights per share of Common
       Stock has been made pursuant to Section 11(p) hereof, at the
       time of distribution of the Rights Certificates, the Company
       shall make the necessary and appropriate rounding
       adjustments (in accordance with Section 14(a) hereof) so
       that Rights Certificates representing only whole numbers of
       Rights are distributed and cash is paid in lieu of any
       fractional Rights. As of and after the Distribution Date,
       the Rights will be evidenced solely by such Rights
       Certificates.
  
            (b)  With respect to certificates for the Common Stock
       outstanding as of the Record Date, until the Distribution
       Date, the Rights will be evidenced by such certificates for
       the Common Stock and the registered holders of the Common
       Stock shall also be the registered holders of the associated
       Rights.  Until the earlier of the Distribution Date or the
       Expiration Date (as such term is defined in Section 7
       hereof), the transfer of any certificates representing
       shares of Common Stock in respect of which Rights have been
       issued shall also constitute the transfer of the Rights
       associated with such shares of Common Stock.
  
            (c)  Rights shall be issued in respect of all shares of
       Common Stock which are issued (whether originally issued or
       from the Company's treasury) after the Record Date but prior
       to the earlier of the Distribution Date or the Expiration
       Date or in certain circumstances provided in Section 22
       hereof, after the Distribution Date.  Certificates
       representing such shares of Common Stock shall also be
       deemed to be certificates for Rights, and shall bear a
       legend reading substantially as follows:
  
                 This certificate also evidences and
            entitles the holder hereof to certain Rights
            as set forth in the Rights Agreement between
            Comptek Research, Inc. (the "Company") and
            American Stock Transfer & Trust Company (the
            "Rights Agent"), dated as of April 16, 1999,
            as amended from time to time (the "Rights
            Agreement"), the terms of which are hereby
            incorporated herein by reference and a copy
            of which is on file at the principal office
            of the Company.  Under certain circumstances,
            as set forth in the Rights Agreement, such
            Rights will be evidenced by separate
            certificates and will no longer be evidenced
            by this certificate.  The Company or the
            Rights Agent will mail to the holder of this
            certificate a copy of the Rights Agreement,
            as in effect on the date of mailing, without
            charge promptly after receipt of a written
            request therefor.  Under certain
            circumstances set forth in the Rights
            Agreement, Rights issued to, or held by, any
            Person who is, was or becomes an Acquiring
            Person, an Adverse Person or any Affiliate or
            Associate thereof (as such terms are defined
            in the Rights Agreement), whether currently
            held by or on behalf of such Person or by any
            subsequent holder, may become null and void.
  
       With respect to such certificates containing the foregoing
       legend, until the earlier of (i) the Distribution Date or
       (ii) the Expiration Date, the Rights associated with the
       Common Stock represented by such certificates shall be
       evidenced by such certificates alone and registered holders
       of Common Stock shall also be the registered holders of the
       associated Rights, and the transfer of any of such
       certificates shall also constitute the transfer of the
       Rights associated with the Common Stock represented by such
       certificates.
  
       Section  4.  Form of Rights Certificates.
  
            (a)  The Rights Certificates (and the forms of election
       to purchase and of assignment to be printed on the reverse
       thereof) shall each be substantially in the form set forth
       in Exhibit B hereto and may have such marks of
       identification or designation and such legends, summaries or
       endorsements printed thereon as the Company may deem
       appropriate and as are not inconsistent with the provisions
       of this Agreement, or as may be required to comply with any
       applicable law or with any rule or regulation made pursuant
       thereto or with any rule or regulation of any stock exchange
       or quotation system on which the Rights may from time to
       time be listed, or to conform to usage.  Subject to the
       provisions of Section 11 and Section 22 hereof, the Rights
       Certificates, whenever distributed, shall be dated as of the
       Record Date and on their face shall entitle the holders
       thereof to purchase such number of one one-hundredths
       (1/100ths) of a share of Preferred Stock as shall be set
       forth therein at the price set forth therein (such exercise
       price per one one-hundredth (1/100th) of a share, the
       "Purchase Price"), but the amount and type of securities
       purchasable upon the exercise of each Right and the Purchase
       Price thereof shall be subject to adjustment as provided
       herein.
  
            (b)  Any Rights Certificate issued pursuant to Section
       3(a) or Section 22 hereof that represents Rights
       beneficially owned by:  (i) an Acquiring Person or Adverse
       Person or any Associate or Affiliate of an Acquiring Person
       or Adverse Person, (ii) a transferee of an Acquiring Person
       or Adverse Person (or of any such Associate or Affiliate)
       who becomes a transferee after the Acquiring Person or
       Adverse Person becomes such, or (iii) a transferee of an
       Acquiring Person or Adverse Person (or of any such Associate
       or Affiliate) who becomes a transferee prior to or
       concurrently with the Acquiring Person or Adverse Person
       becoming such and receives such Rights pursuant to either
       (A) a transfer (whether or not for consideration) from the
       Acquiring Person or Adverse Person to holders of equity
       interests in such Acquiring Person or Adverse Person or to
       any Person with whom such Acquiring Person or Adverse Person
       has any continuing agreement, arrangement or understanding
       regarding the transferred Rights or (B) a transfer which the
       Board of Directors of the Company has determined is part of
       an agreement, a plan, arrangement or understanding which has
       as a primary purpose or effect avoidance of Section 7(e)
       hereof, and any Rights Certificate issued pursuant to
       Section 6 or Section 11 hereof upon transfer, exchange,
       replacement or adjustment of any other Rights Certificate
       referred to in this sentence, shall contain (to the extent
       feasible) the following legend:
  
                 The Rights represented by this Rights
            Certificate are or were beneficially owned by
            a Person who was or became an Acquiring
            Person or Adverse Person or an Affiliate or
            Associate of an Acquiring Person or Adverse
            Person (as such terms are defined in the
            Rights Agreement).  Accordingly, this Rights
            Certificate and the Rights represented hereby
            may become null and void in the circumstances
            specified in Section 7(e) of such Agreement.
  
       The failure to print the foregoing legend on any such Right
  Certificate or any defect therein shall not affect in any manner
  whatsoever the application or interpretation of the provisions of
  Section 7(e) hereof.
  
       Section  5.  Countersignature and Registration.
  
            (a)  The Rights Certificates shall be executed on
       behalf of the Company by its Chairman of the Board, its
       President or any Vice President, either manually or by
       facsimile signature, and shall have affixed thereto the
       Company's seal or a facsimile thereof which shall be
       attested by the Secretary or an Assistant Secretary of the
       Company, either manually or by facsimile signature.  The
       Rights Certificates shall be countersigned by the Rights
       Agent, either manually or by facsimile signature, and shall
       not be valid for any purpose unless so countersigned.  In
       case any officer of the Company who shall have signed any of
       the Rights Certificates shall cease to be such officer of
       the Company before countersignature by the Rights Agent and
       issuance and delivery by the Company, such Rights
       Certificates, nevertheless, may be countersigned by the
       Rights Agent and issued and delivered by the Company with
       the same force and effect as though the person who signed
       such Rights Certificates had not ceased to be such officer
       of the Company; and any Rights Certificates may be signed on
       behalf of the Company by any person who, at the actual date
       of the execution of such Rights Certificate, shall be a
       proper officer of the Company to sign such Rights
       Certificate, although at the date of the execution of this
       Rights Agreement any such person was not such an officer.
  
            (b)  Following the Distribution Date, the Rights Agent
       will keep or cause to be kept, at its principal office or
       offices designated as the appropriate place for surrender of
       Rights Certificates upon exercise or transfer, books for
       registration and transfer of the Rights Certificates issued
       hereunder.  Such books shall show the names and addresses of
       the respective holders of the Rights Certificates, the
       number of Rights evidenced on its face by each of the Rights
       Certificates and the date of each of the Rights
       Certificates.
  
       Section  6.  Transfer, Split Up, Combination and Exchange of
               Rights Certificates; Mutilated, Destroyed, Lost or
               Stolen Rights Certificates.
  
            (a)  Subject to the provisions of Section 4(b), Section
       7(e) and Section 14 hereof, at any time after the close of
       business on the Distribution Date, and at or prior to the
       close of business on the Expiration Date, any Rights
       Certificate or Certificates (other than Rights Certificates
       representing Rights that have been exchanged pursuant to
       Section 24 hereof) may be transferred, split up, combined or
       exchanged for another Rights Certificate or Certificates,
       entitling the registered holder to purchase a like number of
       one one-hundredths (1/100ths) of a share of Preferred Stock
       (or, following a Triggering Event, Common Stock, other
       securities, cash or other assets, as the case may be) as the
       Rights Certificate or Certificates surrendered then entitled
       such holder (or former holder in the case of a transfer) to
       purchase.  Any registered holder desiring to transfer, split
       up, combine or exchange any Rights Certificate or
       Certificates shall make such request in writing delivered to
       the Rights Agent, and shall surrender the Rights Certificate
       or Certificates to be transferred, split up, combined or
       exchanged at the principal office or offices of the Rights
       Agent designated for such purpose.  Neither the Rights Agent
       nor the Company shall be obligated to take any action
       whatsoever with respect to the transfer of any such
       surrendered Rights Certificate until the registered holder
       shall have completed and signed the certificate contained in
       the form of assignment on the reverse side of such Rights
       Certificate and shall have provided such additional evidence
       of the identity of the Beneficial Owner (or former
       Beneficial Owner) or Affiliates or Associates thereof as the
       Company shall reasonably request.  Thereupon the Rights
       Agent shall, subject to Section 4(b), Section 7(e), Section
       14 and Section 24 hereof, countersign and deliver to the
       Person entitled thereto a Rights Certificate or Rights
       Certificates, as the case may be, as so requested.  The
       Company may require payment of a sum sufficient to cover any
       tax or governmental charge that may be imposed in connection
       with any transfer, split up, combination or exchange of
       Rights Certificates.
  
            (b)  Upon receipt by the Company and the Rights Agent
       of evidence reasonably satisfactory to them of the loss,
       theft, destruction or mutilation of a Rights Certificate,
       and, in case of loss, theft or destruction, of indemnity or
       security reasonably satisfactory to them, and reimbursement
       to the Company and the Rights Agent of all reasonable
       expenses incidental thereto, and upon surrender to the
       Rights Agent and cancellation of the Rights Certificate if
       mutilated, the Company will execute and deliver a new Rights
       Certificate of like tenor to the Rights Agent for
       countersignature and delivery to the registered owner in
       lieu of the Rights Certificate so lost, stolen, destroyed or
       mutilated.
  
       Section  7.  Exercise of Rights; Purchase Price; Expiration
  Date of Rights.
  
            (a)  Subject to Section 7(e) hereof, the registered
       holder of any Rights Certificate may exercise the Rights
       evidenced thereby (except as otherwise provided herein
       including, without limitation, the restrictions on
       exercisability set forth in Section 9(c), Section 11(a)(iii)
       and Section 23(a) hereof) in whole or in part at any time
       after the Distribution Date upon surrender of the Rights
       Certificate, with the form of election to purchase and the
       certificate on the reverse side thereof duly executed, to
       the Rights Agent at the principal office or offices of the
       Rights Agent designated for such purpose, together with
       payment of the aggregate Purchase Price with respect to the
       total number of one one-hundredths (1/100ths) of a share (or
       other securities, cash or other assets, as the case may be)
       as to which such surrendered Rights are then exercisable, at
       or prior to the earliest of (i) the close of business on
       April 29, 2009 (the "Final Expiration Date"), (ii) the time
       at which the Rights are redeemed as provided in Section 23
       hereof or (iii) the time at which such Rights are exchanged
       pursuant to Section 24 hereof (the earliest of (i), (ii) and
       (iii) being herein referred to as the "Expiration Date").
  
            (b)  The Purchase Price for each one one-hundredth
       (1/100th) of a share of Preferred Stock pursuant to the
       exercise of a Right shall initially be $45.00, and shall be
       subject to adjustment from time to time as provided in
       Sections 11 and 13(a) hereof and shall be payable in
       accordance with paragraph (c) below.
  
            (c)  Upon receipt of a Rights Certificate representing
       exercisable Rights, with the form of election to purchase
       and the certificate duly executed, accompanied by payment,
       with respect to each Right so exercised, of the Purchase
       Price per one one-hundredth (1/100th) of a share of
       Preferred Stock (or other shares, securities, cash or other
       assets, as the case may be) to be purchased as set forth
       below and an amount equal to any applicable transfer tax,
       the Rights Agent shall, subject to Section 20(k) hereof,
       thereupon promptly (i) (A) requisition from any transfer
       agent of the shares of Preferred Stock (or make available,
       if the Rights Agent is the transfer agent for such shares)
       certificates for the total number of one one-hundredths
       (1/100ths) of a share of Preferred Stock to be purchased and
       the Company hereby irrevocably authorizes its transfer agent
       to comply with all such requests, or (B) if the Company
       shall have elected to deposit the total number of shares of
       Preferred Stock issuable upon exercise of the Rights
       hereunder with a depositary agent, requisition from the
       depositary agent depositary receipts representing such
       number of one one-hundredths (1/100ths) of a share of
       Preferred Stock as are to be purchased (in which case
       certificates for the shares of Preferred Stock represented
       by such receipts shall be deposited by the transfer agent
       with the depositary agent) and the Company will direct the
       depositary agent to comply with such request,
       (ii) requisition from the Company the amount of cash, if
       any, to be paid in lieu of fractional shares in accordance
       with Section 14 hereof, (iii) after receipt of such
       certificates or depositary receipts, cause the same to be
       delivered to or upon the order of the registered holder of
       such Rights Certificate, registered in such name or names as
       may be designated by such holder, and (iv) after receipt
       thereof, deliver such cash, if any, to or upon the order of
       the registered holder of such Rights Certificate.  The
       payment of the Purchase Price (as such amount may be reduced
       pursuant to Section 11(a)(iii) hereof) shall be made in cash
       or by certified bank check or bank draft payable to the
       order of the Company.  In the event that the Company is
       obligated to issue other securities (including Common Stock)
       of the Company, pay cash and/or distribute other property
       pursuant to Section 11(a) hereof, the Company will make all
       arrangements necessary so that such other securities, cash
       and/or other property are available for distribution by the
       Rights Agent, if and when appropriate.  The Company reserves
       the right to require prior to the occurrence of a Triggering
       Event that, upon any exercise of Rights, a number of Rights
       be exercised so that only whole shares of Preferred Stock
       would be issued.
  
            (d)  In case the registered holder of any Rights
       Certificate shall exercise less than all the Rights
       evidenced thereby, a new Rights Certificate evidencing
       Rights equivalent to the Rights remaining unexercised shall
       be issued by the Rights Agent and delivered to, or upon the
       order of, the registered holder of such Rights Certificate,
       registered in such name or names as may be designated by
       such holder, subject to the provisions of Section 14 hereof.
  
            (e)  Notwithstanding anything in this Agreement to the
       contrary, from and after the first occurrence of a
       Triggering Event, any Rights beneficially owned by (i) an
       Acquiring Person or Adverse Person or an Associate or
       Affiliate of an Acquiring Person or Adverse Person, (ii) a
       transferee of an Acquiring Person or Adverse Person (or of
       any such Associate or Affiliate) who becomes a transferee
       after the Acquiring Person or Adverse Person becomes such,
       or (iii) a transferee of an Acquiring Person or Adverse
       Person (or of any such Associate or Affiliate) who becomes a
       transferee prior to or concurrently with the Acquiring
       Person or Adverse Person becoming such and receives such
       Rights pursuant to either (A) a transfer (whether or not for
       consideration) from the Acquiring Person or Adverse Person
       to holders of equity interests in such Acquiring Person or
       Adverse Person or to any Person with whom the Acquiring
       Person or Adverse Person has any continuing agreement,
       arrangement or understanding regarding the transferred
       Rights or (B) a transfer which the Board of Directors of the
       Company, with the concurrence of a majority of the
       Continuing Directors, has determined is part of a plan,
       arrangement or understanding which has as a primary purpose
       or effect the avoidance of this Section 7(e), shall become
       null and void without any further action and no holder of
       such Rights shall have any rights whatsoever with respect to
       such Rights, whether under any provision of this Agreement
       or otherwise.  The Company shall use all reasonable efforts
       to insure that the provisions of this Section 7(e) and
       Section 4(b) hereof are complied with, but shall have no
       liability to any holder of Rights Certificates or other
       Person as a result of its failure to make any determinations
       with respect to an Acquiring Person or Adverse Person or any
       of their respective Affiliates, Associates or transferees
       hereunder.
  
            (f)  Notwithstanding anything in this Agreement to the
       contrary, neither the Rights Agent nor the Company shall be
       obligated to undertake any action with respect to a
       registered holder upon the occurrence of any purported
       exercise as set forth in this Section 7 unless such
       registered holder shall have (i) completed and signed the
       certificate contained in the form of election to purchase
       set forth on the reverse side of the Rights Certificate
       surrendered for such exercise, and (ii) provided such
       additional evidence of the identity of the Beneficial Owner
       (or former Beneficial Owner) or Affiliates or Associates
       thereof as the Company shall reasonably request.
  
       Section  8.  Cancellation and Destruction of Rights
  Certificates.  All Rights Certificates surrendered for the
  purpose of exercise, transfer, split up, combination or exchange
  shall, if surrendered to the Company or any of its agents, be
  delivered to the Rights Agent for cancellation or in canceled
  form, or, if surrendered to the Rights Agent, shall be canceled
  by it, and no Rights Certificates shall be issued in lieu thereof
  except as expressly permitted by any of the provisions of this
  Agreement.  The Company shall deliver to the Rights Agent for
  cancellation and retirement, and the Rights Agent shall so cancel
  and retire, any other Rights Certificate purchased or acquired by
  the Company otherwise than upon the exercise thereof.  The Rights
  Agent shall deliver all canceled Rights Certificates to the
  Company, or shall, at the written request of the Company, destroy
  such canceled Rights Certificates, and in such case shall deliver
  a certificate of destruction thereof to the Company.
  
       Section  9.  Reservation and Availability of Capital Stock.
       
            (a)  The Company covenants and agrees that it will
       cause to be reserved and kept available out of its
       authorized and unissued shares of Preferred Stock (and,
       following the occurrence of a Triggering Event, out of its
       authorized and unissued shares of Common Stock and/or other
       securities or out of its authorized and issued shares held
       in its treasury), the number of shares of Preferred Stock
       (and, following the occurrence of a Triggering Event, Common
       Stock and/or other securities) that, as provided in this
       Agreement including Section 11(a)(iii) hereof, will be
       sufficient to permit the exercise in full of all outstanding
       Rights.
  
            (b)  So long as the shares of Preferred Stock (and,
       following the occurrence of a Triggering Event, Common Stock
       and/or other securities) issuable and deliverable upon the
       exercise of the Rights may be listed on any national
       securities exchange or automated quotation system, the
       Company shall use its reasonable efforts to cause, from and
       after such time as the Rights become exercisable, all shares
       reserved for such issuance to be listed on such exchange or
       automated quotation system upon official notice of issuance
       upon such exercise.
  
            (c)  The Company shall use its reasonable efforts to
       (i) file, as soon as practicable following the earliest date
       after the first occurrence of a Section 11(a)(ii) Event on
       which the consideration to be delivered by the Company upon
       exercise of the Rights has been determined in accordance
       with Section 11(a)(iii) hereof, a registration statement
       under the Securities Act of 1933, as amended (the "Act"),
       with respect to the securities purchasable upon exercise of
       the Rights on an appropriate form, (ii) cause such
       registration statement to become effective as soon as
       practicable after such filing, and (iii) cause such
       registration statement to remain effective (with a
       prospectus at all times meeting the requirements of the Act)
       until the earlier of (A) the date as of which the Rights are
       no longer exercisable for such securities, and (B) the date
       of the expiration of the Rights.  The Company will also take
       such action as may be appropriate under, or to ensure
       compliance with, the securities or "blue sky" laws of the
       various states in connection with the exercisability of the
       Rights. The Company may temporarily suspend, for a period of
       time not to exceed ninety (90) days after the date set forth
       in clause (i) of the first sentence of this Section 9(c),
       the exercisability of the Rights in order to prepare and
       file such registration statement and permit it to become
       effective.  Upon any such suspension, the Company shall
       issue a public announcement stating that the exercisability
       of the Rights has been temporarily suspended, as well as a
       public announcement at such time as the suspension is no
       longer in effect.  In addition, if the Company shall
       determine that a registration statement is required
       following the Distribution Date, the Company may temporarily
       suspend the exercisability of the Rights until such time as
       a registration statement has been declared effective.
       Notwithstanding any provision of this Agreement to the
       contrary, the Rights shall not be exercisable in any
       jurisdiction if the requisite qualification in such
       jurisdiction shall not have been obtained, the exercise
       thereof shall not be permitted under applicable law or a
       registration statement shall not have been declared
       effective.
  
            (d)  The Company covenants and agrees that it will take
       all such action as may be necessary to ensure that all one
       one-hundredths (1/100ths) of a share of Preferred Stock
       (and, following the occurrence of a Triggering Event, Common
       Stock and/or other securities) delivered upon exercise of
       Rights shall, at the time of delivery of the certificates
       for such shares (subject to payment of the Purchase Price),
       be duly and validly authorized and issued and fully paid and
       nonassessable.
  
            (e)  The Company further covenants and agrees that it
       will pay when due and payable any and all federal and state
       transfer taxes and charges which may be payable in respect
       of the issuance or delivery of the Rights Certificates and
       of any certificates for a number of one one-hundredths
       (1/100ths) of a share of Preferred Stock (or Common Stock
       and/or other securities, as the case may be) upon the
       exercise of Rights.  The Company shall not, however, be
       required to pay any transfer tax which may be payable in
       respect of any transfer or delivery of Rights Certificates
       to a Person other than, or the issuance or delivery of a
       number of one one-hundredths (1/100ths) of a share of
       Preferred Stock (or Common Stock and/or other securities, as
       the case may be) in respect of a name other than that of,
       the registered holder of the Rights Certificates evidencing
       Rights surrendered for exercise or to issue or deliver any
       certificates for a number of one one-hundredths (1/100ths)
       of a share of Preferred Stock (or Common Stock and/or other
       securities, as the case may be) in a name other than that of
       the registered holder upon the exercise of any Rights until
       such tax shall have been paid (any such tax being payable by
       the holder of such Rights Certificate at the time of
       surrender) or until it has been established to the Company's
       satisfaction that no such tax is due.
  
       Section  10.  Preferred Stock Record Date.  Each person in
  whose name any certificate for a number of one one-hundredths
  (1/100ths) of a share of Preferred Stock (or Common Stock and/or
  other securities, as the case may be) is issued upon the exercise
  of Rights shall for all purposes be deemed to have become the
  holder of record of such fractional shares of Preferred Stock (or
  Common Stock and/or other securities, as the case may be)
  represented thereby on, and such certificate shall be dated, the
  date upon which the Rights Certificate evidencing such Rights was
  duly surrendered and payment of the Purchase Price (and all
  applicable transfer taxes) was made; provided, however, that if
  the date of such surrender and payment is a date upon which the
  Preferred Stock (or Common Stock and/or other securities, as the
  case may be) transfer books of the Company are closed, such
  Person shall be deemed to have become the record holder of such
  shares (fractional or otherwise) on, and such certificate shall
  be dated, the next succeeding Business Day on which the Preferred
  Stock (or Common Stock and/or other securities, as the case may
  be) transfer books of the Company are open.  Prior to the
  exercise of the Rights evidenced thereby, the holder of a Rights
  Certificate shall not be entitled to any rights of a stockholder
  of the Company with respect to shares for which the Rights shall
  be exercisable, including, without limitation, the right to vote,
  to receive dividends or other distributions or to exercise any
  preemptive rights, and shall not be entitled to receive any
  notice of any proceedings of the Company, except as provided
  herein.
  
       Section  11.  Adjustment of Purchase Price, Number and Kind
  of Shares or Number of Rights.  The Purchase Price, the number
  and kind of shares covered by each Right and the number of Rights
  outstanding are subject to adjustment from time to time as
  provided in this Section 11.
  
            (a)  (i)  In the event the Company shall at any time
            after the date of this Agreement (A) declare a dividend
            on the Preferred Stock payable in shares of Preferred
            Stock, (B) subdivide the outstanding Preferred Stock,
            (C) combine the outstanding Preferred Stock into a
            smaller number of shares, or (D) issue any shares of
            its capital stock in a reclassification of the
            Preferred Stock (including, without limitation, any
            such reclassification in connection with a
            consolidation or merger in which the Company is the
            continuing or surviving corporation), except as
            otherwise provided in this Section 11(a) and Section
            7(e) hereof, the Purchase Price in effect at the time
            of the record date for such dividend or of the
            effective date of such subdivision, combination or
            reclassification, and the number and kind of shares of
            Preferred Stock or capital stock, as the case may be,
            issuable on such date, shall be proportionately
            adjusted so that the holder of any Right exercised
            after such time shall be entitled to receive, upon
            payment of the Purchase Price then in effect, the
            aggregate number and kind of shares of Preferred Stock
            or capital stock, as the case may be, which, if such
            Right had been exercised immediately prior to such date
            and at a time when the Preferred Stock transfer books
            of the Company were open, he or she would have owned
            upon such exercise and been entitled to receive by
            virtue of such dividend, subdivision, combination or
            reclassification.  If an event occurs which would
            require an adjustment under both this Section 11(a)(i)
            and Section 11(a)(ii) hereof, the adjustment provided
            for in this Section 11(a)(i) shall be in addition to,
            and shall be made prior to, any adjustment required
            pursuant to Section 11(a)(ii) hereof.
       
                 (ii) In the event that:
       
                      (A)  any Person (other than the Company, any
                 Subsidiary of the Company, any employee benefit
                 plan or compensation arrangement of the Company or
                 of any Subsidiary of the Company, or any Person or
                 entity organized, appointed or established by the
                 Company for or pursuant to the terms of any such
                 plan), alone or together with its Affiliates and
                 Associates, shall, at any time after the Rights
                 Dividend Declaration Date, become an Acquiring
                 Person, unless the event causing the Person to
                 become an Acquiring Person is (1) a transaction
                 set forth in Section 13(a) hereof or (2) an
                 acquisition of shares of Common Stock pursuant to
                 a tender offer or an exchange offer for all
                 outstanding shares of Common Stock at a price and
                 on terms determined by at least a majority of the
                 members of the Board of Directors who are not
                 officers of the Company and who are not
                 representatives, nominees, Affiliates or
                 Associates of an Acquiring Person, with the
                 concurrence of a majority of the Continuing
                 Directors, after receiving advice from one or more
                 investment banking firms, to be (a) at a price
                 which is fair to stockholders (taking into account
                 all factors which such members of the Board of
                 Directors deem relevant including, without
                 limitation, prices which could reasonably be
                 achieved if the Company or its assets were sold on
                 an orderly basis designed to realize maximum
                 value) and (b) otherwise in the best interests of
                 the Company and its stockholders (a "Qualifying
                 Offer") or (B) the Board of Directors of the
                 Company shall declare any Person to be an Adverse
                 Person, upon a determination that such Person,
                 alone or together with its Affiliates and
                 Associates, has, at any time after the Rights
                 Dividend Declaration Date become the Beneficial
                 Owner of a number of shares of Common Stock which
                 the Board of Directors of the Company determines
                 to be substantial (which number of shares shall in
                 no event represent less than 10% of the
                 outstanding shares of Common Stock) and a
                 determination by the Board of Directors of the
                 Company, after reasonable inquiry and
                 investigation, including consultation with such
                 Persons as such directors shall deem appropriate
                 and consideration of such factors as are permitted
                 by applicable law, that (a) such Beneficial
                 Ownership by such Person is intended to cause the
                 Company to repurchase the shares of Common Stock
                 beneficially owned by such Person or to cause
                 pressure on the Company to take action or enter
                 into a transaction or series of transactions
                 intended to provide such Person with short-term
                 financial gain under circumstances where the Board
                 of Directors determines that the best long-term
                 interests of the Company would not be served by
                 taking such action or entering into such
                 transaction or series of transactions at the time
                 or (b) such Beneficial Ownership is causing or
                 reasonably likely to cause a material adverse
                 impact (including, but not limited to, impairment
                 of relationships with customers or impairment of
                 the Company's ability to maintain its competitive
                 position) on the business, financial condition,
                 competitive position or prospects of the Company;
  
            then, promptly following the occurrence of any event
            described in Section 11(a)(ii)(A) or (B) hereof, proper
            provision shall be made so that each holder of a Right
            (except as provided below and in Section 7(e) and
            Section 24 hereof) shall thereafter have the right to
            receive, upon exercise thereof at the then current
            Purchase Price in accordance with the terms of this
            Agreement, in lieu of a number of one one-hundredths
            (1/100ths) of a share of Preferred Stock, such number
            of shares of Common Stock of the Company as shall equal
            the result obtained by (x) multiplying the then current
            Purchase Price by the then number of one one-hundredths
            (1/100ths) of a share of Preferred Stock for which a
            Right was exercisable immediately prior to the first
            occurrence of a Section 11(a)(ii) Event, and (y)
            dividing that product (which, following such first
            occurrence, shall thereafter be referred to as the
            "Purchase Price" for each Right and for all purposes of
            this Agreement) by 50% of the Current Market Price
            (determined pursuant to Section 11(d) hereof) per share
            of Common Stock on the date of such first occurrence
            (such number of shares, the "Adjustment Shares").
  
                 (iii)     In the event that the number of shares
            of Common Stock which are authorized by the Company's
            Articles of Incorporation but not outstanding or
            reserved for issuance for purposes other than upon
            exercise of the Rights are not sufficient to permit the
            exercise in full of the Rights in accordance with the
            foregoing subparagraph (ii) of this Section 11(a), the
            Company shall (A) determine the value of the Adjustment
            Shares issuable upon the exercise of a Right (the
            "Current Value"), and (B) with  respect to each Right
            (subject to Section 7(e) hereof), make adequate
            provision to substitute for the Adjustment Shares, upon
            the exercise of a Right and  payment of the applicable
            Purchase Price, (1) cash, (2) a reduction in the
            Purchase Price, (3) Common Stock or other equity
            securities of the Company  (including, without
            limitation, shares, or units of shares, of preferred
            stock, such as the Preferred Stock, which the Board has
            deemed to have essentially the same value or economic
            rights as shares of Common Stock (such shares of
            preferred stock being referred to as "Common Stock
            Equivalents")), (4) debt securities of the Company, (5)
            other assets, or (6) any combination of the foregoing,
            having an aggregate value equal to the Current Value
            (less the amount of any reduction in the Purchase
            Price), where such aggregate value has been determined
            by the Board based upon the advice of a nationally
            recognized investment banking firm selected by the
            Board; provided, however, that if the Company shall not
            have made adequate provision to deliver value pursuant
            to clause (B) above within thirty (30) days following
            the later of (x) the first occurrence of a Section
            11(a)(ii) Event and (y) the date on which the Company's
            right of redemption pursuant to Section 23(a) expires
            (the later of (x) and (y) being referred to herein as
            the "Section 11(a)(ii) Trigger Date"), then the Company
            shall be obligated to deliver, upon the surrender for
            exercise of a Right and without requiring payment of
            the Purchase Price, shares of Common Stock (to the
            extent available) and then, if necessary, cash, which
            shares and/or cash have an aggregate value equal to the
            Spread.  For purposes of the preceding sentence, the
            term "Spread" shall mean the excess of (i) the Current
            Value over (ii) the Purchase Price.  If the Board
            determines in good faith that it is likely that
            sufficient additional shares of Common Stock could be
            authorized for issuance upon exercise in full of the
            Rights, the thirty (30) day period set forth above may
            be extended to the extent necessary, but not more than
            ninety (90) days after the Section 11(a)(ii) Trigger
            Date, in order that the Company may seek shareholder
            approval for the authorization of such additional
            shares (such thirty (30) day period, as it may be
            extended, is herein called the "Substitution Period").
            To the extent that action is to be taken pursuant to
            the first and/or third sentences of this Section 11(a)
            (iii), the Company (1) shall provide, subject to
            Section 7(e) hereof, that such action shall apply
            uniformly to all outstanding Rights, and (2) may
            suspend the exercisability of the Rights until the
            expiration of the Substitution Period in order to seek
            such shareholder approval for such authorization of
            additional shares and/or to decide the appropriate form
            of distribution to be made pursuant to such first
            sentence and to determine the value thereof.  In the
            event of any such suspension, the Company shall issue a
            public announcement stating that the exercisability of
            the Rights has been temporarily suspended, as well as a
            public announcement at such time as the suspension is
            no longer in effect.  For purposes of this Section
            11(a)(iii), the value of each Adjustment Share shall be
            the Current Market Price per share of the Common Stock
            on the Section 11(a)(ii) Trigger Date and the per share
            or per unit value of any Common Stock Equivalent shall
            be deemed to equal the Current Market Price per share
            of the Common Stock on such date. The Board of
            Directors of the Company may, but shall not be required
            to, establish procedures to allocate the right to
            receive shares of Common Stock upon the exercise of the
            Rights among holders of Rights pursuant to this Section
            11(a)(iii).
  
            (b)  In case the Company shall fix a record date for
       the issuance of rights (other than the Rights), options or
       warrants to all holders of Preferred Stock entitling them to
       subscribe for or purchase (for a period expiring within
       forty-five (45) calendar days after such record date)
       Preferred Stock (or shares having the same rights,
       privileges and preferences as the shares of Preferred Stock
       ("Equivalent Preferred Stock")) or securities convertible
       into Preferred Stock or Equivalent Preferred Stock at a
       price per share of Preferred Stock or per share of
       Equivalent Preferred Stock (or having a conversion price per
       share, if a security convertible into Preferred Stock or
       Equivalent Preferred Stock) less than the Current Market
       Price (as determined pursuant to Section 11(d) hereof) per
       share of Preferred Stock on such record date, the Purchase
       Price to be in effect after such record date shall be
       determined by multiplying the Purchase Price in effect
       immediately prior to such record date by a fraction, the
       numerator of which shall be the number of shares of
       Preferred Stock outstanding on such record date, plus the
       number of shares of Preferred Stock which the aggregate
       offering price of the total number of shares of Preferred
       Stock and/or Equivalent Preferred Stock so to be offered
       (and/or the aggregate initial conversion price of the
       convertible securities so to be offered) would purchase at
       such Current Market Price, and the denominator of which
       shall be the number of shares of Preferred Stock outstanding
       on such record date, plus the number of additional shares of
       Preferred Stock and/or Equivalent Preferred Stock to be
       offered for subscription or purchase (or into which the
       convertible securities so to be offered are initially
       convertible).  In case such subscription price may be paid
       by delivery of consideration part or all of which may be in
       a form other than cash, the value of such consideration
       shall be as determined in good faith by the Board of
       Directors of the Company, whose determination shall be
       described in a statement filed with the Rights Agent and
       shall be binding on the Rights Agent and the holders of the
       Rights.  Shares of Preferred Stock owned by or held for the
       account of the Company shall not be deemed outstanding for
       the purpose of any such computation.  Such adjustment shall
       be made successively whenever such a record date is fixed,
       and in the event that such rights or warrants are not so
       issued, the Purchase Price shall be adjusted to be the
       Purchase Price which would then be in effect if such record
       date had not been fixed.
  
            (c)  In case the Company shall fix a record date for a
       distribution to all holders of Preferred Stock (including
       any such distribution made in connection with a
       consolidation or merger in which the Company is the
       continuing corporation) of evidences of indebtedness, cash
       (other than a regular quarterly cash dividend out of the
       earnings or retained earnings of the Company), assets (other
       than a dividend payable in Preferred Stock, but including
       any dividend payable in stock other than Preferred Stock) or
       subscription rights or warrants (excluding those referred to
       in Section 11(b) hereof), the Purchase Price to be in effect
       after such record date shall be determined by multiplying
       the Purchase Price in effect immediately prior to such
       record date by a fraction, the numerator of which shall be
       the Current Market Price (as determined pursuant to Section
       11(d) hereof) per share of Preferred Stock on such record
       date, less the fair market value (as determined in good
       faith by the Board of Directors of the Company, whose
       determination shall be described in a statement filed with
       the Rights Agent and shall be binding on the Rights Agent
       and the holders of the Rights) of the portion of the cash,
       assets or evidences of indebtedness so to be distributed or
       of such subscription rights or warrants applicable to a
       share of Preferred Stock and the denominator of which shall
       be such Current Market Price (as determined pursuant to
       Section 11(d) hereof) per share of Preferred Stock.  Such
       adjustments shall be made successively whenever such a
       record date is fixed, and in the event that such
       distribution is not so made, the Purchase Price shall be
       adjusted to be the Purchase Price which would have been in
       effect if such record date had not been fixed.
  
            (d)  (i)  For the purpose of any computation hereunder,
            other than computations made pursuant to Section
            11(a)(iii) hereof, the "Current Market Price" per share
            of Common Stock on any date shall be deemed to be the
            average of the daily closing prices per share of such
            Common Stock for the thirty (30) consecutive Trading
            Days immediately prior to such date, and for purposes
            of computations made pursuant to Section 11(a)(iii)
            hereof, the Current Market Price per share of Common
            Stock on any date shall be deemed to be the average of
            the daily closing prices per share of such Common Stock
            for the ten (10) consecutive Trading Days immediately
            following such date; provided, however, that in the
            event that the Current Market Price per share of the
            Common Stock is determined during a period following
            the announcement by the issuer of such Common Stock of
            (A) a dividend or distribution on such Common Stock
            payable in shares of such Common Stock or securities
            convertible into shares of such Common Stock (other
            than the Rights), or (B) any subdivision, combination
            or reclassification of such Common Stock, and the ex-
            dividend date for such dividend or distribution, or the
            record date for such subdivision, combination or
            reclassification shall not have occurred prior to the
            commencement of the requisite thirty (30) Trading Day
            or ten (10) Trading Day period, as set forth above,
            then, and in each such case, the Current Market Price
            shall be properly adjusted to take into account ex-
            dividend trading.  The closing price for each day shall
            be the last sale price, regular way, or, in case no
            such sale takes place on such day, the average of the
            closing bid and asked prices, regular way, in either
            case as reported in the principal consolidated
            transaction reporting system with respect to securities
            listed or admitted to trading on the American Stock
            Exchange or, if the shares of Common Stock are not
            listed or admitted to trading on the American Stock
            Exchange, as reported in the principal consolidated
            transaction reporting system with respect to securities
            listed on the principal national securities exchange on
            which the shares of Common Stock are listed or admitted
            to trading or, if the shares of Common Stock are not
            listed or admitted to trading on any national
            securities exchange, the last quoted price or, if not
            so quoted, the average of the high bid and low asked
            prices in the over-the-counter market, as reported by
            the National Association of Securities Dealers, Inc.
            Automated Quotation System ("NASDAQ") or such other
            system then in use, or, if on any such date the shares
            of Common Stock are not quoted by any such
            organization, the average of the closing bid and asked
            prices as furnished by a professional market maker
            making a market in the Common Stock selected by the
            Board.  If on any such date no market maker is making a
            market in the Common Stock, the fair value of such
            shares on such date as determined in good faith by the
            Board shall be used.  The term "Trading Day" shall mean
            a day on which the principal national securities
            exchange on which the shares of Common Stock are listed
            or admitted to trading is open for the transaction of
            business or, if the shares of Common Stock are not
            listed or admitted to trading on any national
            securities exchange, a Business Day.  If the Common
            Stock is not publicly held or not so listed or traded,
            Current Market Price per share shall mean the fair
            value per share as determined in good faith by the
            Board, whose determination shall be described in a
            statement filed with the Rights Agent and shall be
            conclusive for all purposes.
  
                 (ii) For the purpose of any computation hereunder,
            the Current Market Price per share of Preferred Stock
            shall be determined in the same manner as set forth
            above for the Common Stock in clause (i) of this
            Section 11(d) (other than the last sentence thereof).
            If the Current Market Price per share of Preferred
            Stock cannot be determined in the manner provided above
            or if the Preferred Stock is not publicly held or
            listed or traded in a manner described in clause (i) of
            this Section 11(d), the Current Market Price per share
            of Preferred Stock shall be conclusively deemed to be
            an amount equal to 100 (as such number may be
            appropriately adjusted for such events as stock splits,
            stock dividends and recapitalizations with respect to
            the Common Stock occurring after the date of this
            Agreement) multiplied by the Current Market Price per
            share of the Common Stock.  If neither the Common Stock
            nor the Preferred Stock is publicly held or so listed
            or traded, Current Market Price per share of the
            Preferred Stock shall mean the fair value per share as
            determined in good faith by the Board, whose
            determination shall be described in a statement filed
            with the Rights Agent and shall be conclusive for all
            purposes.
  
            (e)  Anything herein to the contrary notwithstanding,
       no adjustment in the Purchase Price shall be required unless
       such adjustment would require an increase or decrease of at
       least one percent (1%) in the Purchase Price; provided,
       however, that any adjustments which by reason of this
       Section 11(e) are not required to be made shall be carried
       forward and taken into account in any subsequent adjustment.
       All calculations under this Section 11 shall be made to the
       nearest cent or to the nearest ten-thousandth of a share of
       Common Stock or other share or one-millionth of a share of
       Preferred Stock, as the case may be.  Notwithstanding the
       first sentence of this Section 11(e), any adjustment
       required by this Section 11 shall be made no later than the
       earlier of (i) three (3) years from the date of the
       transaction which mandates such adjustment, or (ii) the
       Expiration Date.
  
            (f)  If as a result of an adjustment made pursuant to
       Section 11(a)(ii) or Section 13(a) hereof, the holder of any
       Right thereafter exercised shall become entitled to receive
       any shares of capital stock other than Preferred Stock,
       thereafter the number of such other shares so receivable
       upon exercise of any Right and the Purchase Price thereof
       shall be subject to adjustment from time to time in a manner
       and on terms as nearly equivalent as practicable to the
       provisions with respect to the Preferred Stock contained in
       Sections 11(a), (b), (c), (e), (g), (h), (i), (j), (k) and
       (m), and the provisions of Sections 7, 9, 10, 13 and 14
       hereof with respect to the Preferred Stock shall apply on
       like terms to any such other shares.
  
            (g)  All Rights originally issued by the Company
       subsequent to any adjustment made to the Purchase Price
       hereunder shall evidence the right to purchase, at the
       adjusted Purchase Price, the number of one one-hundredths
       (1/100ths) of a share of Preferred Stock purchasable from
       time to time hereunder upon exercise of the Rights, all
       subject to further adjustment as provided herein.
  
            (h)  Unless the Company shall have exercised its
       election as provided in Section 11(i), upon each adjustment
       of the Purchase Price as a result of the calculations made
       in Sections 11(b) and (c), each Right outstanding
       immediately prior to the making of such adjustment shall
       thereafter evidence the right to purchase, at the adjusted
       Purchase Price, that number of one one-hundredths (1/100ths)
       of a share of Preferred Stock (calculated to the nearest one-
       millionth) obtained by (i) multiplying (x) the number of one
       one-hundredths (1/100ths) of a share covered by a Right
       immediately prior to this adjustment, by (y) the Purchase
       Price in effect immediately prior to such adjustment of the
       Purchase Price, and (ii) dividing the product so obtained by
       the Purchase Price in effect immediately after such
       adjustment of the Purchase Price.
  
            (i)  The Company may elect on or after the date of any
       adjustment of the Purchase Price to adjust the number of
       Rights, in lieu of any adjustment in the number of one one-
       hundredths (1/100ths) of a share of Preferred Stock
       purchasable upon the exercise of a Right.  Each of the
       Rights outstanding after the adjustment in the number of
       Rights shall be exercisable for the number of one one-
       hundredths (1/100ths) of a share of Preferred Stock for
       which a Right was exercisable immediately prior to such
       adjustment.  Each Right held of record prior to such
       adjustment of the number of Rights shall become that number
       of Rights (calculated to the nearest one ten-thousandth)
       obtained by dividing the Purchase Price in effect
       immediately prior to adjustment of the Purchase Price by the
       Purchase Price in effect immediately after adjustment of the
       Purchase Price.  The Company shall make a public
       announcement of its election to adjust the number of Rights,
       indicating the record date for the adjustment, and, if known
       at the time, the amount of the adjustment to be made.  This
       record date may be the date on which the Purchase Price is
       adjusted or any day thereafter, but, if the Rights
       Certificates have been issued, shall be at least ten (10)
       days later than the date of the public announcement.  If
       Rights Certificates have been issued, upon each adjustment
       of the number of Rights pursuant to this Section 11(i), the
       Company shall, as promptly as practicable, cause to be
       distributed to holders of record of Rights Certificates on
       such record date Rights Certificates evidencing, subject to
       Section 14 hereof, the additional Rights to which such
       holders shall be entitled as a result of such adjustment,
       or, at the option of the Company, shall cause to be
       distributed to such holders of record in substitution and
       replacement for the Rights Certificates held by such holders
       prior to the date of adjustment, and upon surrender thereof,
       if required by the Company, new Rights Certificates
       evidencing all the Rights to which such holders shall be
       entitled after such adjustment.  Rights Certificates so to
       be distributed shall be issued, executed and countersigned
       in the manner provided for herein (and may bear, at the
       option of the Company, the adjusted Purchase Price) and
       shall be registered in the names of the holders of record of
       Rights Certificates on the record date specified in the
       public announcement.
  
            (j)  Irrespective of any adjustment or change in the
       Purchase Price or the number of one one-hundredths
       (1/100ths) of a share of Preferred Stock issuable upon the
       exercise of the Rights, the Rights Certificates theretofore
       and thereafter issued may continue to express the Purchase
       Price per one one-hundredths (1/100ths) of a share and the
       number of one one-hundredths (1/100ths) of a share which
       were expressed in the initial Rights Certificates issued
       hereunder.
  
            (k)  Before taking any action that would cause an
       adjustment reducing the Purchase Price below the then stated
       value, if any, of the number of one one-hundredths
       (1/100ths) of a share of Preferred Stock issuable upon
       exercise of the Rights, the Company shall take any corporate
       action which may, in the opinion of its counsel, be
       necessary in order that the Company may validly and legally
       issue fully paid and nonassessable such number of one one-
       hundredths (1/100ths) of a share of Preferred Stock at such
       adjusted Purchase Price.
  
            (l)  In any case in which this Section 11 shall require
       that an adjustment in the Purchase Price be made effective
       as of a record date for a specified event, the Company may
       elect to defer until the occurrence of such event the
       issuance to the holder of any Right exercised after such
       record date the number of one one-hundredths (1/100ths) of a
       share of Preferred Stock and other capital stock or
       securities of the Company, if any, issuable upon such
       exercise over and above the number of one one-hundredths
       (1/100ths) of a share of Preferred Stock and other capital
       stock or securities of the Company, if any, issuable upon
       such exercise on the basis of the Purchase Price in effect
       prior to such adjustment; provided, however, that the
       Company shall deliver to such holder a due bill or other
       appropriate instrument evidencing such holder's right to
       receive such additional shares (fractional or otherwise) or
       securities upon the occurrence of the event requiring such
       adjustment.
  
            (m)  Anything in this Section 11 to the contrary
       notwithstanding, the Company shall be entitled to make such
       reductions in the Purchase Price, in addition to those
       adjustments expressly required by this Section 11, as and to
       the extent that in their good faith judgment the Board of
       Directors of the Company shall determine to be advisable in
       order that any (i) consolidation or subdivision of the
       Preferred Stock, (ii) issuance wholly for cash of any shares
       of Preferred Stock at less than the Current Market Price,
       (iii) issuance wholly for cash of shares of Preferred Stock
       or securities which by their terms are convertible into or
       exchangeable for shares of Preferred Stock, (iv) stock
       dividends or (v) issuance of rights, options or warrants
       referred to in this Section 11, hereafter made by the
       Company to holders of its Preferred Stock shall not be
       taxable to such stockholders.
  
            (n)  The Company covenants and agrees that it shall
       not, at any time after the Distribution Date, (i)
       consolidate with any other Person (other than a Subsidiary
       of the Company in a transaction which complies with Section
       11(o) hereof), (ii) merge with or into any other Person
       (other than a Subsidiary of the Company in a transaction
       which complies with Section 11(o) hereof), or (iii) sell or
       transfer (or permit any Subsidiary to sell or transfer), in
       one transaction, or a series of related transactions, assets
       or earning power aggregating more than 50% of the assets or
       earning power of the Company and its Subsidiaries (taken as
       a whole) to any other Person or Persons (other than the
       Company and/or any of its Subsidiaries in one or more
       transactions each of which complies with Section 11(o)
       hereof), if (x) at the time of or immediately after such
       consolidation, merger or sale there are any rights, warrants
       or other instruments or securities outstanding or agreements
       in effect which would substantially diminish or otherwise
       eliminate the benefits intended to be afforded by the Rights
       or (y) prior to, simultaneously with or immediately after
       such consolidation, merger or sale, the shareholders of the
       Person who constitutes, or would constitute, the "Principal
       Party" for purposes of Section 13(a) hereof shall have
       received a distribution of Rights previously owned by such
       Person or any of its Affiliates and Associates.
  
            (o)  The Company covenants and agrees that, after the
       Distribution Date, it will not, except as permitted by
       Section 23 or Section 27 hereof, take (or permit any
       Subsidiary to take) any action if at the time such action is
       taken it is reasonably foreseeable that such action will
       diminish substantially or otherwise eliminate the benefits
       intended to be afforded by the Rights.
  
            (p)  Anything in this Agreement to the contrary
       notwithstanding, in the event that the Company shall at any
       time after the Rights Dividend Declaration Date and prior to
       the Distribution Date (i) declare a dividend on the
       outstanding shares of Common Stock payable in shares of
       Common Stock, (ii) subdivide the outstanding shares of
       Common Stock, or (iii) combine the outstanding shares of
       Common Stock into a smaller number of shares, the number of
       Rights associated with each share of Common Stock then
       outstanding, or issued or delivered thereafter but prior to
       the Distribution Date, shall be proportionately adjusted so
       that the number of Rights thereafter associated with each
       share of Common Stock following any such event shall equal
       the result obtained by multiplying the number of Rights
       associated with each share of Common Stock immediately prior
       to such event by a fraction the numerator of which shall be
       the total number of shares of Common Stock outstanding
       immediately prior to the occurrence of the event and the
       denominator of which shall be the total number of shares of
       Common Stock outstanding immediately following the
       occurrence of such event.
  
            (q)  The failure of the Board of Directors at any time
       to declare a Person to be an Adverse Person following such
       Person becoming the Beneficial Owner of shares of Common
       Stock representing 10% or more of the outstanding shares of
       Common Stock shall not imply that such Person is not an
       Adverse Person or limit the Board of Directors' right at any
       time in the future to declare such Person to be an Adverse
       Person.
  
       Section 12.  Certificate of Adjusted Purchase Price or
  Number of Shares.  Whenever an adjustment is made as provided in
  Section 11 and Section 13 hereof, the Company shall (a) promptly
  prepare a certificate setting forth such adjustment and a brief
  statement of the facts accounting for such adjustment, (b)
  promptly file with the Rights Agent, and with each transfer agent
  for the Preferred Stock and the Common Stock, a copy of such
  certificate, and (c) mail a brief summary thereof to each holder
  of a Rights Certificate (or, if prior to the Distribution Date,
  to each holder of a certificate representing shares of Common
  Stock) in accordance with Section 26 hereof.  The Rights Agent
  shall be fully protected in relying on any such certificate and
  on any adjustment therein contained.
  
       Section 13.  Consolidation, Merger or Sale or Transfer of
  Assets or Earning Power
  
            (a)  In the event that, following the Stock Acquisition
       Date, directly or indirectly, (x) the Company shall
       consolidate with, or merge with and into, any other Person
       (other than a Subsidiary of the Company in a transaction
       which complies with Section 11(o) hereof), and the Company
       shall not be the continuing or surviving corporation of such
       consolidation or merger, (y) any Person (other than a
       Subsidiary of the Company in a transaction which complies
       with Section 11(o) hereof) shall consolidate with, or merge
       with or into, the Company, and the Company shall be the
       continuing or surviving corporation of such consolidation or
       merger and, in connection with such consolidation or merger,
       all or part of the outstanding shares of Common Stock shall
       be changed into or exchanged for stock or other securities
       of any other Person or cash or any other property, or (z)
       the Company shall sell or otherwise transfer (or one or more
       of its Subsidiaries shall sell or otherwise transfer), in
       one transaction or a series of related transactions, assets
       or earning power aggregating more than 50% of the assets or
       earning power of the Company and its Subsidiaries (taken as
       a whole) to any Person or Persons (other than the Company or
       any Subsidiary of the Company in one or more transactions
       each of which complies with Section 11(o) hereof), then, and
       in each such case (except as may be contemplated by Section
       13(d) hereof), proper provision shall be made so that: (i)
       each holder of a Right, except as provided in Section 7(e)
       hereof, shall thereafter have the right to receive, upon the
       exercise thereof at the then current Purchase Price in
       accordance with the terms of this Agreement, such number of
       validly authorized and issued, fully paid, non-assessable
       and freely tradable shares of Common Stock of the Principal
       Party (as such term is hereinafter defined), not subject to
       any liens, encumbrances, preemptive rights, rights of first
       refusal or other adverse claims, as shall be equal to the
       result obtained by (1) multiplying the then current Purchase
       Price by the number of one one-hundredths (1/100ths) of a
       share of Preferred Stock for which a Right is exercisable
       immediately prior to the first occurrence of a Section 13
       Event (or, if a Section 11(a)(ii) Event has occurred prior
       to the first occurrence of a Section 13 Event, multiplying
       the number of such one one-hundredths (1/100ths) of a share
       for which a Right was exercisable immediately prior to the
       first occurrence of a Section 11(a)(ii) Event by the
       Purchase Price in effect immediately prior to such first
       occurrence), and dividing that product (which, following the
       first occurrence of a Section 13 Event, shall be referred to
       as the "Purchase Price" for each Right and for all purposes
       of this Agreement) by (2) 50% of the Current Market Price
       (determined pursuant to Section 11(d)(i) hereof) per share
       of the Common Stock of such Principal Party on the date of
       consummation of such Section 13 Event; (ii) such Principal
       Party shall thereafter be liable for, and shall assume, by
       virtue of such Section 13 Event, all the obligations and
       duties of the Company pursuant to this Agreement; (iii) the
       term "Company" shall thereafter be deemed to refer to such
       Principal Party, it being specifically intended that the
       provisions of Section 11 hereof shall apply only to such
       Principal Party following the first occurrence of a Section
       13 Event; (iv) such Principal Party shall take such steps
       (including, but not limited to, the reservation of a
       sufficient number of shares of its Common Stock) in
       connection with the consummation of any such transaction as
       may be necessary to assure that the provisions hereof shall
       thereafter be applicable, as nearly as reasonably may be, in
       relation to its shares of Common Stock thereafter
       deliverable upon the exercise of the Rights; and (v) the
       provisions of Section 11(a)(ii) hereof shall be of no effect
       following the first occurrence of any Section 13 Event.
       
            (b)  "Principal Party" shall mean:
       
                 (i)  in the case of any transaction described in
            clause (x) or (y) of the first sentence of Section
            13(a), the Person that is the issuer of any securities
            into which shares of Common Stock of the Company are
            converted in such merger or consolidation, and if no
            securities are so issued, the Person that is the other
            party to such merger or consolidation; and
            
                 (ii) in the case of any transaction described in
            clause (z) of the first sentence of Section 13(a), the
            Person that is the party receiving the greatest portion
            of the assets or earning power transferred pursuant to
            such transaction or transactions;
  
       provided, however, that in any such case, (1) if the Common
       Stock of such Person is not at such time and has not been
       continuously over the preceding twelve (12) month period
       registered under Section 12 of the Exchange Act, and such
       Person is a direct or indirect Subsidiary of another Person
       the Common Stock of which is and has been so registered,
       "Principal Party" shall refer to such other Person; (2) in
       case such Person is a Subsidiary, directly or indirectly, of
       more than one Person, the Common Stocks of two or more of
       which are and have been so registered, "Principal Party"
       shall refer to whichever of such Persons is the issuer of
       the Common Stock having the greatest aggregate market value;
       and (3) in case such Person is, or is owned directly or
       indirectly by, a partnership or joint venture formed by two
       or more Persons that are not owned, directly or indirectly,
       by the same Person, the rules set forth in (1) and (2) above
       shall apply to each of the chains of ownership having an
       interest in such joint venture as if such party were a
       "Subsidiary" of both or all of such joint venturers and the
       Principal Parties in each such chain shall bear the
       obligations set forth in this Section 13 in the same ratio
       as their direct or indirect interests in such Person bear to
       the total of such interests.
       
            (c)  The Company shall not consummate any such
       consolidation, merger, sale or transfer unless the Principal
       Party shall have a sufficient number of authorized shares of
       its Common Stock which have not been issued or reserved for
       issuance to permit the exercise in full of the Rights in
       accordance with this Section 13 and unless prior thereto the
       Company and such Principal Party shall have executed and
       delivered to the Rights Agent a supplemental agreement
       providing for the Principal Party to assume and perform the
       terms set forth in paragraphs (a) and (b) of this Section 13
       and further providing that, as soon as practicable after the
       date of any consolidation, merger or sale of assets
       mentioned in paragraph (a) of this Section 13, the Principal
       Party will:
       
                 (i)  prepare and file a registration statement
            under the Act, with respect to the Rights and the
            securities purchasable upon exercise of the Rights on
            an appropriate form, and will use its best efforts to
            cause such registration statement to (A) become
            effective as soon as practicable after such filing and
            (B) remain effective (with a prospectus at all times
            meeting the requirements of the Act) until the
            Expiration Date;
            
                 (ii) use its best efforts to qualify or register
            the Rights and the securities purchasable upon exercise
            of the Rights under the "blue sky laws" of such
            jurisdictions as may be necessary or appropriate; and
            
                 (iii)     will deliver to holders of the Rights
            historical financial statements for the Principal Party
            and each of its Affiliates which comply in all respects
            with the requirements for registration on Form 10 under
            the Exchange Act.
  
       The provisions of this Section 13 shall similarly apply to
       successive mergers or consolidations or sales or other
       transfers.  In the event that a Section 13 Event shall occur
       at any time after the occurrence of a Section 11(a)(ii)
       Event, the Rights which have not theretofore been exercised
       shall thereafter become exercisable in the manner described
       in Section 13(a).
       
            (d)  Notwithstanding anything in this Agreement to the
       contrary, Section 13 shall not be applicable to a
       transaction described in subparagraphs (x) and (y) of
       Section 13(a) if (i) such transaction is consummated with a
       Person or Persons who acquired shares of Common Stock
       pursuant to a Qualifying Offer (or a wholly owned subsidiary
       of any such Person or Persons), (ii) the price per share of
       Common Stock offered in such transaction is not less than
       the price per share of Common Stock paid to all holders of
       shares of Common Stock whose shares were purchased pursuant
       to such Qualifying Offer and (iii) the form of consideration
       being offered to the remaining holders of shares of Common
       Stock pursuant to such transaction is the same as the form
       of consideration paid pursuant to such Qualifying Offer.
       Upon consummation of any such transaction contemplated by
       this Section 13(d), all Rights hereunder shall expire.
  
       Section 14.  Fractional Rights and Fractional Shares.
  
            (a)  The Company shall not be required to issue
       fractions of Rights, except prior to the Distribution Date
       as provided in Section 11(p) hereof, or to distribute Rights
       Certificates which evidence fractional Rights.  In lieu of
       such fractional Rights, there shall be paid to the
       registered holders of the Rights Certificates with regard to
       which such fractional Rights would otherwise be issuable, an
       amount in cash equal to the same fraction of the current
       market value of a whole Right.  For purposes of this Section
       14(a), the current market value of a whole Right shall be
       the closing price of the Rights for the Trading Day
       immediately prior to the date on which such fractional
       Rights would have been otherwise issuable.  The closing
       price of the Rights for any day shall be the last sale
       price, regular way, or, in case no such sale takes place on
       such day, the average of the closing bid and asked prices,
       regular way, in either case as reported in the principal
       consolidated transaction reporting system with respect to
       securities listed or admitted to trading on the American
       Stock Exchange or, if the Rights are not listed or admitted
       to trading on the American Stock Exchange, as reported in
       the principal consolidated transaction reporting system with
       respect to securities listed on the principal national
       securities exchange on which the Rights are listed or
       admitted to trading, or if the Rights are not listed or
       admitted to trading on any national securities exchange, the
       last quoted price or, if not so quoted, the average of the
       high bid and low asked prices in the over-the-counter
       market, as reported by NASDAQ or such other system then in
       use or, if on any such date the Rights are not quoted by any
       such organization, the average of the closing bid and asked
       prices as furnished by a professional market maker making a
       market in the Rights selected by the Board of Directors of
       the Company.  If on any such date no such market maker is
       making a market in the Rights the fair value of the Rights
       on such date as determined in good faith by the Board of
       Directors of the Company shall be used.
       
            (b)  The Company shall not be required to issue
       fractions of shares of Preferred Stock (other than fractions
       which are integral multiples of one one-hundredth (1/100th)
       of a share of Preferred Stock) upon exercise of the Rights
       or to distribute certificates which evidence fractional
       shares of Preferred Stock (other than fractions which are
       integral multiples of one one-hundredth (1/100th) of a share
       of Preferred Stock).  In lieu of fractional shares of
       Preferred Stock that are not integral multiples of one one-
       hundredth (1/100th) of a share of Preferred Stock, the
       Company may pay to the registered holders of Rights
       Certificates at the time such Rights are exercised as herein
       provided an amount in cash equal to the same fraction of the
       current market value of one one-hundredth (1/100th) of a
       share of Preferred Stock.  For purposes of this Section
       14(b), the current market value of one one-hundredth
       (1/100th) of a share of Preferred Stock shall be one one-
       hundredth (1/100th) of the closing price of a share of
       Preferred Stock (as determined pursuant to Section 11(d)(ii)
       hereof) for the Trading Day immediately prior to the date of
       such exercise.
       
            (c)  Following the occurrence of a Triggering Event,
       the Company shall not be required to issue fractions of
       shares of Common Stock upon exercise of the Rights or to
       distribute certificates which evidence fractional shares of
       Common Stock.  In lieu of fractional shares of Common Stock,
       the Company may pay to the registered holders of Rights
       Certificates at the time such Rights are exercised as herein
       provided an amount in cash equal to the same fraction of the
       current market value of one (1) share of Common Stock.  For
       purposes of this Section 14(c), the current market value of
       one share of Common Stock shall be the closing price of one
       share of Common Stock (as determined pursuant to Section
       11(d)(i) hereof) for the Trading Day immediately prior to
       the date of such exercise.
       
            (d)  The holder of a Right by the acceptance of the
       Rights expressly waives his or her right to receive any
       fractional Rights or any fractional shares upon exercise of
       a Right, except as permitted by this Section 14.
       
       Section 15.  Rights of Action.  All rights of action in
  respect of this Agreement are vested in the respective registered
  holders of the Rights Certificates (and, prior to the
  Distribution Date, the registered holders of the Common Stock);
  and any registered holder of any Rights Certificate (or, prior to
  the Distribution Date, of the Common Stock), without the consent
  of the Rights Agent or of the holder of any other Rights
  Certificate (or, prior to the Distribution Date, of the Common
  Stock), may, in his or her own behalf and for his or her own
  benefit, enforce, and may institute and maintain any suit, action
  or proceeding against the Company to enforce, or otherwise act in
  respect of, his or her right to exercise the Rights evidenced by
  such Rights Certificate in the manner provided in such Rights
  Certificate and in this Agreement.  Without limiting the
  foregoing or any remedies available to the holders of Rights, it
  is specifically acknowledged that the holders of Rights would not
  have an adequate remedy at law for any breach of this Agreement
  and shall be entitled to specific performance of the obligations
  hereunder and injunctive relief against actual or threatened
  violations of the obligations hereunder of any Person subject to
  this Agreement.
  
       Section 16.  Agreement of Rights Holders.  Every holder of a
  Right by accepting the same consents and agrees with the Company
  and the Rights Agent and with every other holder of a Right that:
  
            (a)  prior to the Distribution Date, the Rights will be
       transferable only in connection with the transfer of Common
       Stock;
       
            (b)  after the Distribution Date, the Rights
       Certificates are transferable only on the registry books of
       the Rights Agent if surrendered at the principal office or
       offices of the Rights Agent designated for such purposes,
       duly endorsed or accompanied by a proper instrument of
       transfer and with the appropriate forms and certificates
       fully executed;
       
            (c)  subject to Section 6(a) and Section 7(f) hereof,
       the Company and the Rights Agent may deem and treat the
       person in whose name a Rights Certificate (or, prior to the
       Distribution Date, the associated Common Stock certificate)
       is registered as the absolute owner thereof and of the
       Rights evidenced thereby (notwithstanding any notations of
       ownership or writing on the Rights Certificates or the
       associated Common Stock certificate made by anyone other
       than the Company or the Rights Agent) for all purposes
       whatsoever, and neither the Company nor the Rights Agent,
       subject to the last sentence of Section 7(e) hereof, shall
       be required to be affected by any notice to the contrary;
       and
       
            (d)  notwithstanding anything in this Agreement to the
       contrary, neither the Company nor the Rights Agent shall
       have any liability to any holder of a Right or other Person
       as a result of its inability to perform any of its
       obligations under this Agreement by reason of any
       preliminary or permanent injunction or other order, decree
       or ruling issued by a court of competent jurisdiction or by
       a governmental, regulatory or administrative agency or
       commission, or any statute, rule, regulation or executive
       order promulgated or enacted by any governmental authority,
       prohibiting or otherwise restraining performance of such
       obligation; provided, however, the Company must use its
       reasonable efforts to have any such order, decree or ruling
       lifted or otherwise overturned as soon as possible.
  
       Section 17.  Rights Certificate Holder Not Deemed a
  Stockholder.  No holder, as such, of any Rights Certificate shall
  be entitled to vote, receive dividends or be deemed for any
  purpose the holder of the number of one one-hundredths (1/100ths)
  of a share of Preferred Stock or any other securities of the
  Company which may at any time be issuable on the exercise of the
  Rights represented thereby, nor shall anything contained herein
  or in any Rights Certificate be construed to confer upon the
  holder of any Rights Certificate, as such, any of the rights of a
  stockholder of the Company or any right to vote for the election
  of directors or upon any matter submitted to stockholders at any
  meeting thereof, or to give or withhold consent to any corporate
  action, or to receive notice of meetings or other actions
  affecting stockholders (except as provided in Section 25 hereof),
  or to receive dividends or subscription rights, or otherwise,
  until the Right or Rights evidenced by such Rights Certificate
  shall have been exercised in accordance with the provisions
  hereof.
  
       Section 18.  Concerning the Rights Agent.
  
            (a)  The Company agrees to pay to the Rights Agent
       reasonable compensation for all services rendered by it
       hereunder and, from time to time, on demand of the Rights
       Agent, its reasonable expenses and counsel fees and
       disbursements and other disbursements incurred in the
       administration and execution of this Agreement and the
       exercise and performance of its duties hereunder.  The
       Company also agrees to indemnify the Rights Agent for, and
       to hold it harmless against, any loss, liability, or
       expense, incurred without negligence, bad faith or willful
       misconduct on the part of the Rights Agent, for anything
       done or omitted by the Rights Agent in connection with the
       acceptance and administration of this Agreement, including
       the costs and expenses of defending against any claim of
       liability in the premises.
       
            (b)  The Rights Agent shall be protected and shall
       incur no liability for or in respect of any action taken,
       suffered or omitted by it in connection with its
       administration of this Agreement in reliance upon any Rights
       Certificate or certificate for Common Stock or for other
       securities of the Company, instrument of assignment or
       transfer, power of attorney, endorsement, affidavit, letter,
       notice, direction, consent, certificate, statement, or other
       paper or document believed by it to be genuine and to be
       signed, executed and, where necessary, verified or
       acknowledged, by the proper Person or Persons.
  
       Section 19.  Merger or Consolidation or Change of Name of
  Rights Agent.
  
            (a)  Any corporation into which the Rights Agent or any
       successor Rights Agent may be merged or with which it may be
       consolidated, or any corporation resulting from any merger
       or consolidation to which the Rights Agent or any successor
       Rights Agent shall be a party, or any corporation succeeding
       to the corporate trust or shareholder services business of
       the Rights Agent or any successor Rights Agent, shall be the
       successor to the Rights Agent under this Agreement without
       the execution or filing of any paper or any further act on
       the part of any of the parties hereto; provided, however,
       that such corporation would be eligible for appointment as a
       successor Rights Agent under the provisions of Section 21
       hereof.  In case at the time such successor Rights Agent
       shall succeed to the agency created by this Agreement, any
       of the Rights Certificates shall have been countersigned but
       not delivered, any such successor Rights Agent may adopt the
       countersignature of a predecessor Rights Agent and deliver
       such Rights Certificates so countersigned; and in case at
       that time any of the Rights Certificates shall not have been
       countersigned, any successor Rights Agent may countersign
       such Rights Certificates either in the name of the
       predecessor or in the name of the successor Rights Agent;
       and in all such cases such Rights Certificates shall have
       the full force provided in the Rights Certificates and in
       this Agreement.
       
            (b)  In case at any time the name of the Rights Agent
       shall be changed and at such time any of the Rights
       Certificates shall have been countersigned but not
       delivered, the Rights Agent may adopt the countersignature
       under its prior name and deliver Rights Certificates so
       countersigned; and in case at that time any of the Rights
       Certificates shall not have been countersigned, the Rights
       Agent may countersign such Rights Certificates either in its
       prior name or in its changed name; and in all such cases
       such Rights Certificates shall have the full force provided
       in the Rights Certificates and in this Agreement.
  
       Section 20.  Duties of Rights Agent.  The Rights Agent
  undertakes the duties and obligations imposed by this Agreement
  upon the following terms and conditions, by all of which the
  Company and the holders of Rights Certificates, by their
  acceptance thereof, shall be bound:
  
            (a)  The Rights Agent may consult with legal counsel
       (who may be legal counsel for the Company), and the opinion
       of such counsel shall be full and complete authorization and
       protection to the Rights Agent as to any action taken or
       omitted by it in good faith and in accordance with such
       opinion.
       
            (b)  Whenever in the performance of its duties under
       this Agreement the Rights Agent shall deem it necessary or
       desirable that any fact or matter (including, without
       limitation, the identity of any Acquiring Person or Adverse
       Person and the determination of Current Market Price) be
       proved or established by the Company prior to taking or
       suffering any action hereunder, such fact or matter (unless
       other evidence in respect thereof be herein specifically
       prescribed) may be deemed to be conclusively proved and
       established by a certificate signed by the Chairman of the
       Board, the Chief Executive Officer, the President, any Vice
       President, the Treasurer, the Secretary or any Assistant
       Secretary of the Company and delivered to the Rights Agent;
       and such certificate shall be full authorization to the
       Rights Agent for any action taken or suffered in good faith
       by it under the provisions of this Agreement in reliance
       upon such certificate.
       
            (c)  The Rights Agent shall be liable hereunder only
       for its own negligence, bad faith or willful misconduct.
       
            (d)  The Rights Agent shall not be liable for or by
       reason of any of the statements of fact or recitals
       contained in this Agreement or in the Rights Certificates or
       be required to verify the same (except as to its
       countersignature on such Rights Certificates), but all such
       statements and recitals are and shall be deemed to have been
       made by the Company only.
       
            (e)  The Rights Agent shall not be under any
       responsibility in respect of the validity of this Agreement
       or the execution and delivery hereof (except the due
       execution hereof by the Rights Agent) or in respect of the
       validity or execution of any Rights Certificate (except its
       countersignature thereof); nor shall it be responsible for
       any breach by the Company of any covenant or condition
       contained in this Agreement or in any Rights Certificate;
       nor shall it be responsible for any adjustment required
       under the provisions of Section 11, Section 13 or Section 24
       hereof or responsible for the manner, method or amount of
       any such adjustment or the ascertaining of the existence of
       facts that would require any such adjustment (except with
       respect to the exercise of Rights evidenced by Rights
       Certificates after actual notice of any such adjustment);
       nor shall it by any act hereunder be deemed to make any
       representation or warranty as to the authorization or
       reservation of any shares of Common Stock or Preferred Stock
       to be issued pursuant to this Agreement or any Rights
       Certificate or as to whether any shares of Common Stock or
       Preferred Stock will, when so issued, be validly authorized
       and issued, fully paid and nonassessable.
       
            (f)  The Company agrees that it will perform, execute,
       acknowledge and deliver or cause to be performed, executed,
       acknowledged and delivered all such further and other acts,
       instruments and assurances as may reasonably be required by
       the Rights Agent for the carrying out or performing by the
       Rights Agent of the provisions of this Agreement.
       
            (g)  The Rights Agent is hereby authorized and directed
       to accept instructions with respect to the performance of
       its duties hereunder from the Chairman of the Board, the
       Chief Executive Officer, the President, any Vice President,
       the Secretary, any Assistant Secretary or the Treasurer of
       the Company, and to apply to such officers for advice or
       instructions in connection with its duties, and it shall not
       be liable for any action taken or suffered to be taken by it
       in good faith in accordance with instructions of any such
       officer.
       
            (h)  The Rights Agent and any stockholder, director,
       officer or employee of the Rights Agent may buy, sell or
       deal in any of the Rights or other securities of the Company
       or become pecuniarily interested in any transaction in which
       the Company may be interested, or contract with or lend
       money to the Company or otherwise act as fully and freely as
       though it were not Rights Agent under this Agreement.
       Nothing herein shall preclude the Rights Agent from acting
       in any other capacity for the Company or for any other legal
       entity.
       
            (i)  The Rights Agent may execute and exercise any of
       the rights or powers hereby vested in it or perform any duty
       hereunder either itself or by or through its attorneys or
       agents, and the Rights Agent shall not be answerable or
       accountable for any act, default, neglect or misconduct of
       any such attorneys or agents or for any loss to the Company
       resulting from any such act, default, neglect or misconduct;
       provided, however, reasonable care was exercised in the
       selection and continued employment thereof.
       
            (j)  No provision of this Agreement shall require the
       Rights Agent to expend or risk its own funds or otherwise
       incur any financial liability in the performance of any of
       its duties hereunder or in the exercise of its rights if
       there shall be reasonable grounds for believing that
       repayment of such funds or adequate indemnification against
       such risk or liability is not reasonably assured to it.
       
            (k)  If, with respect to any Rights Certificate
       surrendered to the Rights Agent for exercise or transfer,
       the certificate attached to the form of assignment or form
       of election to purchase, as the case may be, has either not
       been completed or indicates an affirmative response to
       clause 1 and/or 2 thereof, the Rights Agent shall not take
       any further action with respect to such requested exercise
       of transfer without first consulting with the Company.
  
       Section 21.  Change of Rights Agent.  The Rights Agent or
  any successor Rights Agent may resign and be discharged from its
  duties under this Agreement upon thirty (30) days' notice in
  writing mailed to the Company, and to each transfer agent of the
  Common Stock and Preferred Stock, by registered or certified
  mail, and to the holders of the Rights Certificates by first-
  class mail.  The Company may remove the Rights Agent or any
  successor Rights Agent upon thirty (30) days' notice in writing,
  mailed to the Rights Agent or successor Rights Agent, as the case
  may be, and to each transfer agent of the Common Stock and
  Preferred Stock, by registered or certified mail, and to the
  holders of the Rights Certificates by first-class mail.  If the
  Rights Agent shall resign or be removed or shall otherwise become
  incapable of acting, the Company shall appoint a successor to the
  Rights Agent.  If the Company shall fail to make such appointment
  within a period of thirty (30) days after giving notice of such
  removal or after it has been notified in writing of such
  resignation or incapacity by the resigning or incapacitated
  Rights Agent or by the holder of a Rights Certificate (who shall,
  with such notice, submit his Rights Certificate for inspection by
  the Company), then any registered holder of any Rights
  Certificate may apply to any court of competent jurisdiction for
  the appointment of a new Rights Agent.  Any successor Rights
  Agent, whether appointed by the Company or by such a court, shall
  be (A) a corporation organized and doing business under the laws
  of the United States or of the State of New York (or of any other
  state of the United States so long as such corporation is
  authorized to do business as a banking institution in the State
  of New York), in good standing, which is authorized under such
  laws to exercise corporate trust powers or stock transfer powers
  and is subject to supervision or examination by federal or state
  authority and which has at the time of its appointment as Rights
  Agent a combined capital and surplus of at least $100,000,000 or
  (B) a subsidiary of a corporation described in clause (A) of this
  sentence.  After appointment, the successor Rights Agent shall be
  vested with the same powers, rights, duties and responsibilities
  as if it had been originally named as Rights Agent without
  further act or deed; but the predecessor Rights Agent shall
  deliver and transfer to the successor Rights Agent any property
  at the time held by it hereunder, and execute and deliver any
  further assurance, conveyance, act or deed necessary for the
  purpose.  Not later than the effective date of any such
  appointment, the Company shall file notice thereof in writing
  with the predecessor Rights Agent and each transfer agent of the
  Common Stock and the Preferred Stock, and mail a notice thereof
  in writing to the registered holders of the Rights Certificates.
  Failure to give any notice provided for in this Section 21,
  however, or any defect therein, shall not affect the legality or
  validity of the resignation or removal of the Rights Agent or the
  appointment of the successor Rights Agent, as the case may be.
  
       Section 22.  Issuance of New Rights Certificates.
  Notwithstanding any of the provisions of this Agreement or of the
  Rights to the contrary, the Company may, at its option, issue new
  Rights Certificates evidencing Rights in such form as may be
  approved by its Board of Directors to reflect any adjustment or
  change in the Purchase Price and the number or kind or class of
  shares or other securities or property purchasable under the
  Rights Certificates made in accordance with the provisions of
  this Agreement.  In addition, in connection with the issuance or
  sale of shares of Common Stock following the Distribution Date
  and prior to the redemption or expiration of the Rights, the
  Company (a) shall, with respect to shares of Common Stock so
  issued or sold pursuant to the exercise of stock options or under
  any employee plan or arrangement, granted or awarded as of the
  Distribution Date, or upon the exercise, conversion or exchange
  of securities hereinafter issued by the Company, and (b) may, in
  any other case, if deemed necessary or appropriate by the Board
  of Directors of the Company, issue Rights Certificates
  representing the appropriate number of Rights in connection with
  such issuance or sale; provided, however, that (i) no such Rights
  Certificate shall be issued if, and to the extent that, the
  Company shall be advised by counsel that such issuance would
  create a significant risk of material adverse tax consequences to
  the Company or the Person to whom such Rights Certificate would
  be issued, and (ii) no such Rights Certificate shall be issued
  if, and to the extent that, appropriate adjustment shall
  otherwise have been made in lieu of the issuance thereof.
  
       Section 23.  Redemption and Termination.
  
            (a)  The Board of Directors of the Company may, at its
       option, at any time prior to the earlier of (i) the close of
       business on the tenth day following the Stock Acquisition
       Date (or, if the Stock Acquisition Date shall have occurred
       prior to the Record Date, the close of business on the tenth
       day following the Record Date), or (ii) the Final Expiration
       Date, redeem all but not less than all the then outstanding
       Rights at a redemption price of $0.01 per Right, as such
       amount may be appropriately adjusted to reflect any stock
       split, stock dividend or similar transaction occurring after
       the date hereof (such redemption price being hereinafter
       referred to as the "Redemption Price"); provided, however,
       that any redemption after the Stock Acquisition Date must be
       authorized by the Board (and, until the expiration of the
       180-day period referred to in Section 23(c) hereof, with the
       concurrence of a majority of the Continuing Directors).  The
       Board of Directors may not redeem any Rights following a
       determination pursuant to Section 11(a)(ii)(B) that any
       Person is an Adverse Person.  Notwithstanding anything
       contained in this Agreement to the contrary, the Rights
       shall not be exercisable after the first occurrence of a
       Section 11(a)(ii) Event until such time as the Company's
       right of redemption hereunder has expired.  The Company may,
       at its option, pay the Redemption Price in cash, shares of
       Common Stock (based on the Current Market Price, as defined
       in Section 11(d)(i) hereof, of the Common Stock at the time
       of redemption) or any other form of consideration deemed
       appropriate by the Board of Directors.
       
            (b)  Immediately upon the action of the Board of
       Directors of the Company ordering the redemption of the
       Rights, evidence of which shall have been filed with the
       Rights Agent and without any further action and without any
       notice, the right to exercise the Rights will terminate and
       the only right thereafter of the holders of Rights shall be
       to receive the Redemption Price for each Right so held.
       Promptly after the action of the Board of Directors ordering
       the redemption of the Rights, the Company shall give notice
       of such redemption to the Rights Agent and the holders of
       the then outstanding Rights by mailing such notice to all
       such holders at each holder's last address as it appears
       upon the registry books of the Rights Agent or, prior to the
       Distribution Date, on the registry books of the transfer
       agent for the Common Stock.  Any notice which is mailed in
       the manner herein provided shall be deemed given, whether or
       not the holder receives the notice.  Each such notice of
       redemption will state the method by which the payment of the
       Redemption Price will be made.
       
            (c)  Notwithstanding the provisions of Section 23(a)
       hereof, in the event that a majority of the Board is elected
       by stockholder action by written consent, or is comprised of
       persons elected at a meeting of stockholders who were not
       nominated by the Board in office immediately prior to such
       meeting or action, then for a period of one hundred and
       eighty (180) days following the effectiveness of such
       election the Rights shall not be redeemed if such redemption
       is reasonably likely to have the purpose or effect of
       allowing any Person to become an Acquiring Person or
       otherwise facilitating the occurrence of a Triggering Event
       or a transaction with an Acquiring Person.
  
       Section 24.  Exchange.
  
            (a)  The Board of Directors of the Company may, at its
       option, at any time after any Person becomes an Acquiring
       Person or is determined to be an Adverse Person pursuant to
       Section 11(a)(ii)(B), exchange all or part of the then
       outstanding and exercisable Rights (which shall not include
       Rights that have become void pursuant to the provisions of
       Section 7(e) hereof) for shares of Common Stock at an
       exchange ratio of one share of Common Stock per Right,
       appropriately adjusted to reflect any stock split, stock
       dividend or similar transaction occurring after the date
       hereof (such exchange ratio being hereinafter referred to as
       the "Exchange Ratio").  Notwithstanding the foregoing, the
       Board of Directors shall not be empowered to effect such
       exchange at any time after any Person (other than the
       Company, any Subsidiary of the Company, any employee benefit
       plan of the Company or any such Subsidiary, or any entity
       holding Common Stock for or pursuant to the terms of any
       such plan), together with all Affiliates and Associates of
       such Person, becomes the Beneficial Owner of fifty per cent
       (50%) or more of the Common Stock then outstanding.
       
            (b)  Immediately upon the action of the Board of
       Directors of the Company ordering the exchange of any Rights
       pursuant to subsection (a) of this Section 24 and without
       any further action and without any notice, the right to
       exercise such Rights shall terminate and the only right
       thereafter of a holder of such Rights shall be to receive
       that number of shares of Common Stock equal to the number of
       such Rights held by such holder multiplied by the Exchange
       Ratio.  The Company shall promptly give public notice of any
       such exchange; provided, however, that the failure to give,
       or any defect in, such notice shall not affect the validity
       of such exchange.  The Company promptly shall mail a notice
       of any such exchange to all of the holders of such Rights at
       their last addresses as they appear upon the registry books
       of the Rights Agent.  Any notice which is mailed in the
       manner herein provided shall be deemed given, whether or not
       the holder receives the notice.  Each such notice of
       exchange will state the method by which the exchange of the
       Common Stock for Rights will be effected and, in the event
       of any partial exchange, the number of Rights which will be
       exchanged.  Any partial exchange shall be effected pro rata
       based on the number of Rights (other than Rights which have
       become void pursuant to the provisions of Section 7(e)
       hereof) held by each holder of Rights.
       
            (c)  In any exchange pursuant to this Section 24, the
       Company, at its option, may substitute shares of Preferred
       Stock (or Equivalent Preferred Stock, as such term is
       defined in paragraph (b) of Section 11 hereof) for shares of
       Common Stock exchangeable for Rights, at the initial rate of
       one one-hundredth (1/100th) of a share of Preferred Stock
       (or Equivalent Preferred Stock) for each share of Common
       Stock, as appropriately adjusted to reflect adjustments in
       the voting rights of the Preferred Stock pursuant to the
       terms thereof, so that the fraction of a share of Preferred
       Stock delivered in lieu of each share of Common Stock shall
       have the same voting rights as one share of Common Stock.
       
            (d)  In the event that there shall not be sufficient
       shares of Common Stock issued but not outstanding or
       authorized but unissued to permit any exchange of Rights as
       contemplated in accordance with this Section 24, the Company
       shall take all such action as may be necessary to authorize
       additional shares of Common Stock for issuance upon exchange
       of the Rights.
       
            (e)  The Company shall not be required to issue
       fractions of shares of Common Stock or to distribute
       certificates which evidence fractional shares of Common
       Stock.  In lieu of such fractional shares of Common Stock,
       there shall be paid to the registered holders of the Right
       Certificates with regard to which such fractional shares of
       Common Stock would otherwise be issuable, an amount in cash
       equal to the same fraction of the current market value of a
       whole share of Common Stock.  For the purposes of this
       subsection (e), the current market value of a whole share of
       Common Stock shall be the closing price of a share of Common
       Stock (as determined pursuant to the second sentence of
       Section 11(d)(i) hereof) for the Trading Day immediately
       prior to the date of exchange pursuant to this Section 24.
  
       Section 25.  Notice of Certain Events.
  
            (a)  In case the Company shall propose, at any time
       after the Distribution Date, (i) to pay any dividend payable
       in stock of any class to the holders of Preferred Stock or
       to make any other distribution to the holders of Preferred
       Stock (other than a regular quarterly cash dividend out of
       earnings or retained earnings of the Company), or (ii) to
       offer to the holders of Preferred Stock rights or warrants
       to subscribe for or to purchase any additional shares of
       Preferred Stock or shares of stock of any class or any other
       securities, rights or options, or (iii) to effect any
       reclassification of its Preferred Stock (other than a
       reclassification involving only the subdivision of
       outstanding shares of Preferred Stock), or (iv) to effect
       any consolidation or merger into or with any other Person
       (other than a Subsidiary of the Company in a transaction
       which complies with Section 11(o) hereof), or to effect any
       sale or other transfer (or to permit one or more of its
       Subsidiaries to effect any sale or other transfer), in one
       transaction or a series of related transactions, of more
       than 50% of the assets or earning power of the Company and
       its Subsidiaries (taken as a whole) to any other Person or
       Persons (other than the Company and/or any of its
       Subsidiaries in one or more transactions each of which
       complies with Section 11(o) hereof), or (v) to effect the
       liquidation, dissolution or winding up of the Company, then,
       in each such case, the Company shall give to each holder of
       a Rights Certificate, to the extent feasible and in
       accordance with Section 26 hereof, a notice of such proposed
       action, which shall specify the record date for the purposes
       of such stock dividend, distribution of rights or warrants,
       or the date on which such reclassification, consolidation,
       merger, sale, transfer, liquidation, dissolution, or winding
       up is to take place and the date of participation therein by
       the holders of the shares of Preferred Stock, if any such
       date is to be fixed, and such notice shall be so given in
       the case of any action covered by clause (i) or (ii) above
       at least twenty (20) days prior to the record date for
       determining holders of the shares of Preferred Stock for
       purposes of such action, and in the case of any such other
       action, at least twenty (20) days prior to the date of the
       taking of such proposed action or the date of participation
       therein by the holders of the shares of Preferred Stock
       whichever shall be the earlier.
       
            (b)  In case any of the events set forth in Section
       11(a)(ii) hereof shall occur, then, in any such case, (i)
       the Company shall as soon as practicable thereafter give to
       each holder of a Rights Certificate, to the extent feasible
       and in accordance with Section 26 hereof, a notice of the
       occurrence of such event, which shall specify the event and
       the consequences of the event to holders of Rights under
       Section 11(a)(ii) hereof, and (ii) all references in the
       preceding paragraph to Preferred Stock shall be deemed
       thereafter to refer to Common Stock and/or, if appropriate,
       other securities.
  
       Section 26.  Notices.  Notices or demands authorized by this
  Agreement to be given or made by the Rights Agent or by the
  holder of any Rights Certificate to or on the Company shall be
  sufficiently given or made if sent by first-class mail, postage
  prepaid, addressed (until another address is filed in writing
  with the Rights Agent) as follows:
  
       Comptek Research, Inc.
       2732 Transit Road
       Buffalo, New York  14224
       Attention:  Corporate Secretary
  
  Subject to the provisions of Section 21, any notice or demand
  authorized by this Agreement to be given or made by the Company
  or by the holder of any Rights Certificate to or on the Rights
  Agent shall be sufficiently given or made if sent by first-class
  mail, postage prepaid, addressed (until another address is filed
  in writing with the Company) as follows:
  
       American Stock Transfer & Trust Company
       40 Wall Street
       46th Floor
       New York, New York  10005
       
  Notices or demands authorized by this Agreement to be given or
  made by the Company or the Rights Agent to the holder of any
  Rights Certificate (or, if prior to the Distribution Date, to the
  holder of certificates representing shares of Common Stock) shall
  be sufficiently given or made if sent by first-class mail,
  postage prepaid, addressed to such holder at the address of such
  holder as shown on the registry books of the Company.
  
       Section 27.  Supplements and Amendments.  Prior to the
  Distribution Date and subject to the penultimate sentence of this
  Section 27, the Company and the Rights Agent shall, if the
  Company so directs, supplement or amend any provision of this
  Agreement without the approval of any holders of certificates
  representing shares of Common Stock.  From and after the
  Distribution Date and subject to the penultimate sentence of this
  Section 27, the Company and the Rights Agent shall, if the
  Company so directs, supplement or amend this Agreement without
  the approval of any holders of Rights Certificates in order (i)
  to cure any ambiguity, (ii) to correct or supplement any
  provision contained herein which may be defective or inconsistent
  with any other provisions herein, (iii) to shorten or lengthen
  any time period hereunder or (iv) to change or supplement the
  provisions hereunder in any manner which the Company may deem
  necessary or desirable and which shall not adversely affect the
  interests of the holders of Rights Certificates (other than an
  Acquiring Person or Adverse Person or an Affiliate or Associate
  of an Acquiring Person or Adverse Person); provided, however,
  that any supplement or amendment of this Agreement after the
  Stock Acquisition Date or after the date on which the Board of
  Directors determines, pursuant to the criteria set forth in
  Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person,
  must be approved by a majority of the Continuing Directors.
  Notwithstanding the foregoing provisions of this Section 27, this
  Agreement may not be supplemented or amended to lengthen,
  pursuant to clause (iii) of this sentence, (A) a time period
  relating to when the Rights may be redeemed at such time as the
  Rights are not then redeemable, or (B) any other time period
  unless such lengthening is for the purpose of protecting,
  enhancing or clarifying the rights of, and/or the benefits to,
  the holders of Rights (other than an Acquiring Person or Adverse
  Person and its Affiliates and Associates).  Upon the delivery of
  a certificate from an appropriate officer of the Company which
  states that the proposed supplement or amendment is in compliance
  with the terms of this Section 27, the Rights Agent shall execute
  such supplement or amendment.  Prior to the Distribution Date,
  the interests of the holders of Rights shall be deemed coincident
  with the interests of the holders of Common Stock.
  
       Section 28.  Successors.  All the covenants and provisions
  of this Agreement by or for the benefit of the Company or the
  Rights Agent shall bind and inure to the benefit of their
  respective successors and assigns hereunder.
  
       Section 29.  Determinations and Actions by the Board of
  Directors, etc.  For all purposes of this Agreement, any
  calculation of the number of shares of Common Stock outstanding
  at any particular time, including for purposes of determining the
  particular percentage of such outstanding shares of Common Stock
  of which any Person is the Beneficial Owner, shall be made in
  accordance with the last sentence of Rule 13d-3(d)(1)(i) of the
  General Rules and Regulations under the Exchange Act.  The Board
  of Directors (with, where specifically provided for in this
  Agreement, the concurrence of the Continuing Directors) of the
  Company shall have the exclusive power and authority to
  administer this Agreement and to exercise all rights and powers
  specifically granted to the Board (with, where specifically
  provided for in this Agreement, the concurrence of the Continuing
  Directors) or to the Company, or as may be necessary or advisable
  in the administration of this Agreement, including, without
  limitation, the right and power to (i) interpret the provisions
  of this Agreement, and (ii) make all determinations deemed
  necessary or advisable for the administration of this Agreement
  (including, without limitation, a determination to redeem or not
  redeem the Rights or to amend the Agreement).  All such actions,
  calculations, interpretations and determinations (including, for
  purposes of clause (y) below, all omissions with respect to the
  foregoing) which are done or made by the Board (with, where
  specifically provided for in this Agreement, the concurrence of
  the Continuing Directors) in good faith, shall (x) be final,
  conclusive and binding on the Company, the Rights Agent, the
  holders of the Rights and all other parties, and (y) not subject
  the Board to any liability to the holders of the Rights.
  
       Section 30.  Benefits of this Agreement.  Nothing in this
  Agreement shall be construed to give to any Person other than the
  Company, the Rights Agent and the registered holders of the
  Rights Certificates (and, prior to the Distribution Date,
  registered holders of the Common Stock) any legal or equitable
  right, remedy or claim under this Agreement; but this Agreement
  shall be for the sole and exclusive benefit of the Company, the
  Rights Agent and the registered holders of the Rights
  Certificates (and, prior to the Distribution Date, registered
  holders of the Common Stock).
  
       Section 31.  Severability.  If any term, provision, covenant
  or restriction of this Agreement is held by a court of competent
  jurisdiction or other authority to be invalid, void or
  unenforceable, the remainder of the terms, provisions, covenants
  and restrictions of this Agreement shall remain in full force and
  effect and shall in no way be affected, impaired or invalidated;
  provided, however, that notwithstanding anything in this
  Agreement to the contrary, if any such term, provision, covenant
  or restriction is held by such court or authority to be invalid,
  void or unenforceable and the Board of Directors of the Company
  determines in its good faith judgment that severing the invalid
  language from this Agreement would adversely affect the purpose
  or effect of this Agreement, the right of redemption set forth in
  Section 23 hereof shall be reinstated and shall not expire until
  the close of business on the tenth day following the date of such
  determination by the Board of Directors.  Without limiting the
  foregoing, if any provision requiring a majority of the members
  of the Board of Directors to be Continuing Directors to act is
  held by any court of competent jurisdiction or other authority to
  be invalid, void or unenforceable, such determination shall be
  made by the Board of Directors of the Company in accordance with
  applicable law and the Company's Articles of Incorporation and
  bylaws.
  
       Section 32.  Governing Law.  This Agreement, each Right and
  each Rights Certificate issued hereunder shall be deemed to be a
  contract made under the laws of the State of New York and for all
  purposes shall be governed by and construed in accordance with
  the laws of such State applicable to contracts made and to be
  performed entirely within such State.
  
       Section 33.  Counterparts.  This Agreement may be executed
  in any number of counterparts and each of such counterparts shall
  for all purposes be deemed to be an original, and all such
  counterparts shall together constitute but one and the same
  instrument.
  
       Section 34.  Descriptive Headings.  Descriptive headings of
  the several Sections of this Agreement are inserted for
  convenience only and shall not control or affect the meaning or
  construction of any of the provisions hereof.
  
            IN WITNESS WHEREOF, the parties hereto have caused this
  Rights Agreement to be duly executed and their respective
  corporate seals to be hereunto affixed and attested, all as of
  the day and year first above written.
  
  
  Attest:                            COMPTEK RESEARCH, INC.
  
  
  
  By:  /s/Christopher A. Head        By:  /s/John J. Sciuto
  Name:  Christopher A. Head         Name:  John J. Sciuto
  Title: Secretary                   Title: Chairman, President and
                                            CEO
  
  
  
  
  Attest:                            AMERICAN STOCK TRANSFER
                                   & TRUST COMPANY
  
  
  
  By:  /s/Susan Silder               By:  /s/Herbert J. Lemmer
  Name: Susan Silder                 Name: Herbert J. Lemmer
  Title: Assistant Secretary         Title: Vice President
  
  
                                                          Exhibit A
  
                 FORM OF CERTIFICATE OF DESIGNATION,
              PREFERENCES AND RIGHTS OF SERIES A JUNIOR
                    PARTICIPATING PREFERRED STOCK
                                  
                                 of
                                  
                       COMPTEK RESEARCH, INC.
                                  
       Pursuant to Section 402 of the Business Corporation Law
                                  
                      of the State of New York
  
       The undersigned officers of Comptek Research, Inc., a
  corporation organized and existing under the Business Corporation
  Law of the State of New York (the "Corporation"), in accordance
  with the provisions of Section 104 thereof, DO HEREBY CERTIFY:
  
       That pursuant to the authority conferred upon the Board of
  Directors by the Amended and Restated Articles of Incorporation
  of the said Corporation, the said Board of Directors on April 16,
  1999 adopted the following resolution creating a series of
  100,000 shares of Preferred Stock designated as Series A Junior
  Participating Preferred Stock:
  
       RESOLVED, that pursuant to the authority vested in the Board
  of Directors of this Corporation in accordance with the
  provisions of its Amended and Restated Articles of Incorporation,
  a series of Preferred Stock of the Corporation be and it hereby
  is created, and that the designation and amount thereof and the
  voting powers, preferences and relative, participating, optional
  and other special rights of the shares of such series, and the
  qualifications, limitations or restrictions thereof are as
  follows:
  
       Section 1.  Designation and Amount.  The shares of such
  series shall be designated as "Series A Junior Participating
  Preferred Stock" and the number of shares constituting such
  series shall be 100,000.
  
       Section 2.  Dividends and Distributions.
  
            (A)  The holders of shares of Series A Junior
       Participating Preferred Stock shall be entitled to receive,
       when, as and if declared by the Board of Directors out of
       funds legally available for the purpose, quarterly dividends
       payable in cash on the last day of March, June, September
       and December in each year (each such date being referred to
       herein as a "Quarterly Dividend Payment Date"), commencing
       on the first Quarterly Dividend Payment Date after the first
       issuance of a share or fraction of a share of Series A
       Junior Participating Preferred Stock, in an amount per share
       (rounded to the nearest cent) equal to the greater of (a)
       $2.25 or (b) subject to the provision for adjustment
       hereinafter set forth, 100 times the aggregate per share
       amount of all cash dividends, and 100 times the aggregate
       per share amount (payable in kind) of all non-cash dividends
       or other distributions other than a dividend payable in
       shares of Common Stock or a subdivision of the outstanding
       shares of Common Stock (by reclassification or otherwise),
       declared on the Common Stock, par value $.02 per share, of
       the Corporation (the "Common Stock") since the immediately
       preceding Quarterly Dividend Payment Date, or, with respect
       to the first Quarterly Dividend Payment Date, since the
       first issuance of any share or fraction of a share of Series
       A Junior Participating Preferred Stock.  In the event the
       Corporation shall at any time after April 16, 1999 (the
       "Rights Declaration Date") (i) declare any dividend on
       Common Stock payable in shares of Common Stock, (ii)
       subdivide the outstanding Common Stock, or (iii) combine the
       outstanding Common Stock into a smaller number of shares,
       then in each such case the amount to which holders of shares
       of Series A Junior Participating Preferred Stock were
       entitled immediately prior to such event under clause (b) of
       the preceding sentence shall be adjusted by multiplying such
       amount by a fraction the numerator of which is the number of
       shares of Common Stock outstanding immediately after such
       event and the denominator of which is the number of shares
       of Common Stock that were outstanding immediately prior to
       such event.
       
            (B)  The Corporation shall declare a dividend or
       distribution on the Series A Junior Participating Preferred
       Stock as provided in Paragraph (A) above immediately after
       it declares a dividend or distribution on the Common Stock
       (other than a dividend payable in shares of Common Stock);
       provided that, in the event no dividend or distribution
       shall have been declared on the Common Stock during the
       period between any Quarterly Dividend Payment Date and the
       next subsequent Quarterly Dividend Payment Date, a dividend
       of $2.25 per share on the Series A Junior Participating
       Preferred Stock shall nevertheless be payable on such
       subsequent Quarterly Dividend Payment Date.
       
            (C)  Dividends shall begin to accrue and be cumulative
       on outstanding shares of Series A Junior Participating
       Preferred Stock from the Quarterly Dividend Payment Date
       next preceding the date of issue of such shares of Series A
       Junior Participating Preferred Stock, unless the date of
       issue of such shares is prior to the record date for the
       first Quarterly Dividend Payment Date, in which case
       dividends on such shares shall begin to accrue from the date
       of issue of such shares, or unless the date of issue is a
       Quarterly Dividend Payment Date or is a date after the
       record date for the determination of holders of shares of
       Series A Junior Participating Preferred Stock entitled to
       receive a quarterly dividend and before such Quarterly
       Dividend Payment Date, in either of which events such
       dividends shall begin to accrue and be cumulative from such
       Quarterly Dividend Payment Date.  Accrued but unpaid
       dividends shall not bear interest.  Dividends paid on the
       shares of Series A Junior Participating Preferred Stock in
       an amount less than the total amount of such dividends at
       the time accrued and payable on such shares shall be
       allocated pro rata on a share-by-share basis among all such
       shares at the time outstanding.  The Board of Directors may
       fix a record date for the determination of holders of shares
       of Series A Junior Participating Preferred Stock entitled to
       receive payment of a dividend or distribution declared
       thereon, which record date shall be no more than 30 days
       prior to the date fixed for the payment thereof.
  
       Section 3.  Voting Rights.  The holders of shares of Series
  A Junior Participating Preferred Stock shall have the following
  voting rights:
  
            (A)  Subject to the provision for adjustment
       hereinafter set forth, each share of Series A Junior
       Participating Preferred Stock shall entitle the holder
       thereof to 100 votes on all matters submitted to a vote of
       the stockholders of the Corporation.  In the event the
       Corporation shall at any time after the Rights Declaration
       Date (i) declare any dividend on Common Stock payable in
       shares of Common Stock, (ii) subdivide the outstanding
       Common Stock, or (iii) combine the outstanding Common Stock
       into a smaller number of shares, then in each such case the
       number of votes per share to which holders of shares of
       Series A Junior Participating Preferred Stock were entitled
       immediately prior to such event shall be adjusted by
       multiplying such number by a fraction the numerator of which
       is the number of shares of Common Stock outstanding
       immediately after such event and the denominator of which is
       the number of shares of Common Stock that were outstanding
       immediately prior to such event.
       
            (B)  Except as otherwise provided herein or by law, the
       holders of shares of Series A Junior Participating Preferred
       Stock and the holders of shares of Common Stock shall vote
       together as one class on all matters submitted to a vote of
       stockholders of the Corporation.
       
            (C)  (i)  If at any time dividends on any Series A
            Junior Participating Preferred Stock shall be in
            arrears in an amount equal to six (6) quarterly
            dividends thereon, the occurrence of such contingency
            shall mark the beginning of a period (herein called a
            "default period") which shall extend until such time
            when all accrued and unpaid dividends for all previous
            quarterly dividend periods and for the current
            quarterly dividend period on all shares of Series A
            Junior Participating Preferred Stock then outstanding
            shall have been declared and paid or set apart for
            payment.  During each default period, all holders of
            Preferred Stock (including holders of the Series A
            Junior Participating Preferred Stock) with dividends in
            arrears in an amount equal to six (6) quarterly
            dividends thereon, voting as a class, irrespective of
            series, shall have the right to elect two (2)
            Directors.
       
                 (ii) During any default period, such voting right
            of the holders of Series A Junior Participating
            Preferred Stock may be exercised initially at a special
            meeting called pursuant to subparagraph (iii) of this
            Section 3(C) or at any annual meeting of stockholders,
            and thereafter at annual meetings of stockholders,
            provided that such voting right shall not be exercised
            unless the holders of not less than ten percent (10%)
            in number of shares of Preferred Stock outstanding
            shall be present in person or by proxy.  The absence of
            a quorum of the holders of Common Stock shall not
            affect the exercise by the holders of Preferred Stock
            of such voting right.  At any meeting at which the
            holders of Preferred Stock shall exercise such voting
            right initially during an existing default period, they
            shall have the right, voting as a class, to elect
            Directors to fill such vacancies, if any, in the Board
            of Directors as may then exist up to two (2) Directors
            or, if such right is exercised at an annual meeting, to
            elect two (2) Directors.  If the number which may be so
            elected at any special meeting does not amount to the
            required number, the holders of the Preferred Stock
            shall have the right to make such increase in the
            number of Directors as shall be necessary to permit the
            election by them of the required number.  After the
            holders of the Preferred Stock shall have exercised
            their right to elect Directors in any default period
            and during the continuance of such period, the number
            of Directors shall not be  increased or decreased
            except by vote of the holders of Preferred Stock as
            herein provided or pursuant to the rights of any equity
            securities ranking senior to or pari passu with the
            Series A Junior Participating Preferred Stock.
       
                 (iii)     Unless the holders of Preferred Stock
            shall, during an existing default period, have
            previously exercised their right to elect Directors,
            the Board of Directors may order, or any stockholder or
            stockholders owning in the aggregate not less than ten
            percent (10%) of the total number of shares of
            Preferred Stock outstanding, irrespective of series,
            may request, the calling of special meeting of the
            holders of Preferred Stock, which meeting shall
            thereupon be called by the President, a Vice-President
            or the Secretary of the Corporation.  Notice of such
            meeting and of any annual meeting at which holders of
            Preferred Stock are entitled to vote pursuant to this
            Paragraph (C)(iii) shall be given to each holder of
            record of Preferred Stock by mailing a copy of such
            notice to him or her at his or her last address as the
            same appears on the books of the Corporation.  Such
            meeting shall be called for a time not earlier than 10
            days and not later than 50 days after such order or
            request or in default of the calling of such meeting
            within 50 days after such order or request, such
            meeting may be called on similar notice by any
            stockholder or stockholders owning in the aggregate not
            less than ten percent (10%) of the total number of
            shares of Preferred Stock outstanding.  Notwithstanding
            the provisions of this Paragraph (C)(iii), no such
            special meeting shall be called during the period
            within 50 days immediately preceding the date fixed for
            the next annual meeting of the stockholders.
       
                 (iv) In any default period, the holders of Common
            Stock, and other classes of stock of the Corporation if
            applicable, shall continue to be entitled to elect the
            whole number of Directors until the holders of
            Preferred Stock shall have exercised their right to
            elect two (2) Directors voting as a class, after the
            exercise of which right (x) the Directors so elected by
            the holders of Preferred Stock shall continue in office
            until their successors shall have been elected by such
            holders or until the expiration of the default period,
            and (y) any vacancy in the Board of Directors may
            (except as provided in Paragraph (C)(ii) of this
            Section 3) be filled by vote of a majority of the
            remaining Directors theretofore elected by the holders
            of the class of stock which elected the Director whose
            office shall have become vacant.  References in this
            Paragraph (C) to Directors elected by the holders of a
            particular class of stock shall include Directors
            elected by such Directors to fill vacancies as provided
            in clause (y) of the foregoing sentence.
       
                 (v)  Immediately upon the expiration of a default
            period, (x) the right of the holders of Preferred Stock
            as a class to elect Directors shall cease, (y) the term
            of any Directors elected by the holders of Preferred
            Stock as a class shall terminate, and (z) the number of
            Directors shall be such number as may be provided for
            in the certificate of incorporation or by-laws
            irrespective of any increase made pursuant to the
            provisions of Paragraph (C)(ii) of this Section 3 (such
            number being subject, however, to change thereafter in
            any manner provided by law or in the certificate of
            incorporation or by-laws).  Any vacancies in the Board
            of Directors effected by the provisions of clauses (y)
            and (z) in the preceding sentence may be filled by a
            majority of the remaining Directors.
  
            (D)  Except as set forth herein, holders of Series A
       Junior Participating Preferred Stock shall have no special
       voting rights and their consent shall not be required
       (except to the extent they are entitled to vote with holders
       of Common Stock as set forth herein) for taking any
       corporate action.
  
       Section 4.  Certain Restrictions.
  
            (A)  Whenever quarterly dividends or other dividends or
       distributions payable on the Series A Junior Participating
       Preferred Stock as provided in Section 2 are in arrears,
       thereafter and until all accrued and unpaid dividends and
       distributions, whether or not declared, on shares of Series
       A Junior Participating Preferred Stock outstanding shall
       have been paid in full, the Corporation shall not:
       
                 (i)  declare or pay dividends on, make any other
            distributions on, or redeem or purchase or otherwise
            acquire for consideration any shares of stock ranking
            junior (either as to dividends or upon liquidation,
            dissolution or winding up) to the Series A Junior
            Participating Preferred Stock;
            
                 (ii) declare or pay dividends on or make any other
            distributions on any shares of stock ranking on a
            parity (either as to dividends or upon liquidation,
            dissolution or winding up) with the Series A Junior
            Participating Preferred Stock, except dividends paid
            ratably on the Series A Junior Participating Preferred
            Stock and all such parity stock on which dividends are
            payable or in arrears in proportion to the total
            amounts to which the holders of all such shares are
            then entitled;
            
                 (iii)     redeem or purchase or otherwise acquire
            for consideration shares of any stock ranking on a
            parity (either as to dividends or upon liquidation,
            dissolution or winding up) with the Series A Junior
            Participating Preferred Stock, provided that the
            Corporation may at any time redeem, purchase or
            otherwise acquire shares of any such parity stock in
            exchange for shares of any stock of the Corporation
            ranking junior (either as to dividends or upon
            dissolution, liquidation or winding up) to the Series A
            Junior Participating Preferred Stock; or
            
                 (iv) purchase or otherwise acquire for
            consideration any shares of Series A Junior
            Participating Preferred Stock, or any shares of stock
            ranking on a parity with the Series A Junior
            Participating Preferred Stock, except in accordance
            with a purchase offer made in writing or by publication
            (as determined by the Board of Directors) to all
            holders of such shares upon such terms as the Board of
            Directors, after consideration of the respective annual
            dividend rates and other relative rights and
            preferences of the respective series and classes, shall
            determine in good faith will result in fair and
            equitable treatment among the respective series or
            classes.
  
            (B)  The Corporation shall not permit any subsidiary of
       the Corporation to purchase or otherwise acquire for
       consideration any shares of stock of the Corporation unless
       the Corporation could, under Paragraph (A) of this Section
       4, purchase or otherwise acquire such shares at such time
       and in such manner.
  
       Section 5.  Reacquired Shares.  Any shares of Series A
  Junior Participating Preferred Stock purchased or otherwise
  acquired by the Corporation in any manner whatsoever shall be
  retired and canceled promptly after the acquisition thereof.  All
  such shares shall upon their cancellation become authorized but
  unissued shares of Preferred Stock and may be reissued as part of
  a new series of Preferred Stock to be created by resolution or
  resolutions of the Board of Directors, subject to the conditions
  and restrictions on issuance set forth herein.
  
       Section 6.  Liquidation, Dissolution or Winding Up.  (A)
  Upon any liquidation (voluntary or otherwise), dissolution or
  winding up of the Corporation, no distribution shall be made to
  the holders of shares of stock ranking junior (either as to
  dividends or upon liquidation, dissolution or winding up) to the
  Series A Junior Participating Preferred Stock unless, prior
  thereto, the holders of shares of Series A Junior Participating
  Preferred Stock shall have received $45.00 per share, plus an
  amount equal to accrued and unpaid dividends and distributions
  thereon, whether or not declared, to the date of such payment
  (the "Series A Liquidation Preference").  Following the payment
  of the full amount of the Series A Liquidation Preference, no
  additional distributions shall be made to the holders of shares
  of Series A Junior Participating Preferred Stock unless, prior
  thereto, the holders of shares of Common Stock shall have
  received an amount per share (the "Common Adjustment") equal to
  the quotient obtained by dividing (i) the Series A Liquidation
  Preference by (ii) 100 (as appropriately adjusted as set forth in
  subparagraph (C) below to reflect such events as stock splits,
  stock dividends and recapitalizations with respect to the Common
  Stock) (such number in clause (ii), the "Adjustment Number").
  Following the payment of the full amount of the Series A
  Liquidation Preference and the Common Adjustment in respect of
  all outstanding shares of Series A Junior Participating Preferred
  Stock and Common Stock, respectively, holders of Series A Junior
  Participating Preferred Stock and holders of shares of Common
  Stock shall receive their ratable and proportionate share of the
  remaining assets to be distributed in the ratio of the Adjustment
  Number to 1 with respect to such Preferred Stock and Common
  Stock, on a per share basis, respectively.
  
            (B)  In the event, however, that there are not
  sufficient assets available to permit payment in full of the
  Series A Liquidation Preference and the liquidation preferences
  of all other series of preferred stock, if any, which rank on a
  parity with the Series A Junior Participating Preferred Stock,
  then such remaining assets shall be distributed ratably to the
  holders of such parity shares in proportion to their respective
  liquidation preferences.  In the event, however, that there are
  not sufficient assets available to permit payment in full of the
  Common Adjustment, then such remaining assets shall be
  distributed ratably to the holders of Common Stock.
       
            (C)  In the event the Corporation shall at any time
  after the Rights Declaration Date (i) declare any dividend on
  Common Stock payable in shares of Common Stock, (ii) subdivide
  the outstanding Common Stock, or (iii) combine the outstanding
  Common Stock into a smaller number of shares, then in each such
  case the Adjustment Number in effect immediately prior to such
  event shall be adjusted by multiplying such Adjustment Number by
  a fraction the numerator of which is the number of shares of
  Common Stock outstanding immediately after such event and the
  denominator of which is the number of shares of Common Stock that
  were outstanding immediately prior to such event.
  
       Section 7.  Consolidation, Merger, etc.  In case the
  Corporation shall enter into any consolidation, merger,
  combination or other transaction in which the shares of Common
  Stock are exchanged for or changed into other stock or
  securities, cash and/or any other property, then in any such case
  the shares of Series A Junior Participating Preferred Stock shall
  at the same time be similarly exchanged or changed in an amount
  per share (subject to the provision for adjustment hereinafter
  set forth) equal to 100 times the aggregate amount of stock,
  securities, cash and/or any other property (payable in kind), as
  the case may be, into which or for which each share of Common
  Stock is changed or exchanged.  In the event the Corporation
  shall at any time after the Rights Declaration Date (i) declare
  any dividend on Common Stock payable in shares of Common Stock,
  (ii) subdivide the outstanding Common Stock, or (iii) combine the
  outstanding Common Stock into a smaller number of shares, then in
  each such case the amount set forth in the preceding sentence
  with respect to the exchange or change of shares of Series A
  Junior Participating Preferred Stock shall be adjusted by
  multiplying such amount by a fraction the numerator of which is
  the number of shares of Common Stock outstanding immediately
  after such event and the denominator of which is the number of
  shares of Common Stock that were outstanding immediately prior to
  such event.
  
       Section 8.  No Redemption.  The shares of Series A Junior
  Participating Preferred Stock shall not be redeemable.
  
       Section 9.  Amendment.  The Amended and Restated Articles of
  Incorporation of the Corporation shall not be further amended in
  any manner which would materially alter or change the powers,
  preferences or special rights of the Series A Junior
  Participating Preferred Stock so as to affect them adversely
  without the affirmative vote of the holders of a majority or more
  of the outstanding shares of Series A Junior Participating
  Preferred Stock, voting separately as a class.
  
       Section 10.  Fractional Shares.  Series A Junior
  Participating Preferred Stock may be issued in fractions of a
  share which shall entitle the holder, in proportion to such
  holder's fractional shares, to exercise voting rights, receive
  dividends, participate in distributions and to have the benefit
  of all other rights of holders of Series A Junior Participating
  Preferred Stock.
  
       IN WITNESS WHEREOF, we have executed and subscribed this
  Certificate and do affirm the foregoing as true under the
  penalties of perjury this ____ day of ___________, 1999.
  
                                COMPTEK RESEARCH, INC.
                                
                                
                                ___________________________________
                                _
                                Name:
                                Title:
  
  Attest:
  
  
  _____________________________
  Secretary
                                                          Exhibit B
  
                    [Form of Rights Certificate]
  
  Certificate No. R-                                     ________
  Rights
  
  NOT EXERCISABLE AFTER APRIL 29, 2009 OR EARLIER IF REDEEMED BY
  THE COMPANY.  THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION
  OF THE COMPANY, AT $0.01 PER RIGHT ON THE TERMS SET FORTH IN THE
  RIGHTS AGREEMENT.  UNDER CERTAIN CIRCUMSTANCES, RIGHTS
  BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ADVERSE PERSON (AS
  SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANY
  SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID.  [THE
  RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE
  BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING
  PERSON OR ADVERSE PERSON OR AN AFFILIATE OR ASSOCIATE OF AN
  ACQUIRING PERSON OR ADVERSE PERSON (AS SUCH TERMS ARE DEFINED IN
  THE RIGHTS AGREEMENT).  ACCORDINGLY, THIS RIGHTS CERTIFICATE AND
  THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE
  CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH AGREEMENT.]1
  
                         Rights Certificate
                                  
                       COMPTEK RESEARCH, INC.
  
       This certifies that ________________, or registered assigns,
  is the registered owner of the number of Rights set forth above,
  each of which entitles the owner thereof, subject to the terms,
  provisions and conditions of the Rights Agreement, dated as of
  April 16, 1999 (the "Rights Agreement"), between Comptek
  Research, Inc., a New York corporation (the "Company"), and
  American Stock Transfer & Trust Company (the "Rights Agent"), to
  purchase from the Company at any time prior to 5:00 P.M.  (New
  York City time) on April 29, 2009 at the office or offices of the
  Rights Agent designated for such purpose, or its successors as
  Rights Agent, one one-hundredth (1/100th) of a fully paid, non-
  assessable share of Series A Junior Participating Preferred Stock
  (the "Preferred Stock") of the Company, at a purchase price of
  $45.00 per one one-hundredth (1/100th) of a share (the "Purchase
  Price"), upon presentation and surrender of this Rights
  Certificate with the Form of Election to Purchase and related
  Certificate duly executed.  The number of Rights evidenced by
  this Rights Certificate (and the number of shares which may be
  purchased upon exercise thereof) set forth above, and the
  Purchase Price per share set forth above, are the number and
  Purchase Price as of  April 30, 1999 based on the Preferred Stock
  as constituted at such date.  The Company reserves the right to
  require prior to the occurrence of a Triggering Event (as such
  term is defined in the Rights Agreement) that a number of Rights
  be exercised so that only whole shares of Preferred Stock will be
  _______________________________
  1    The portion of the legend in brackets whall be inserted only if
       applicable and shall replace the preceding sentence.
       
  issued.
  
       Upon the occurrence of a Section 11(a)(ii) Event (as such
  term is defined in the Rights Agreement), if the Rights evidenced
  by this Rights Certificate are beneficially owned by (i) an
  Acquiring Person or Adverse Person or an Affiliate or Associate
  of any such Acquiring Person or Adverse Person (as such terms are
  defined in the Rights Agreement), (ii) a transferee of any such
  Acquiring Person or Adverse Person, Associate or Affiliate, or
  (iii) under certain circumstances specified in the Rights
  Agreement, a transferee of a person who, after such transfer,
  became an Acquiring Person or Adverse Person, or an Affiliate or
  Associate of an Acquiring Person or Adverse Person, such Rights
  shall become null and void and no holder hereof shall have any
  right with respect to such Rights from and after the occurrence
  of such Section 11(a)(ii) Event.
  
       As provided in the Rights Agreement, the Purchase Price and
  the number and kind of shares of Preferred Stock or other
  securities which may be purchased upon the exercise of the Rights
  evidenced by this Rights Certificate are subject to modification
  and adjustment upon the happening of certain events, including
  Triggering Events.
  
       This Rights Certificate is subject to all of the terms,
  provisions and conditions of the Rights Agreement, which terms,
  provisions and conditions are hereby incorporated herein by
  reference and made a part hereof and to which Rights Agreement
  reference is hereby made for a full description of the rights,
  limitations of rights, obligations, duties and immunities
  hereunder of the Rights Agent, the Company and the holders of the
  Rights Certificates, which limitations of rights include the
  temporary suspension of the exercisability of such Rights under
  the specific circumstances set forth in the Rights Agreement.
  Copies of the Rights Agreement are on file at the above-mentioned
  office of the Rights Agent and are also available upon written
  request to the Rights Agent.
  
       This Rights Certificate, with or without other Rights
  Certificates, upon surrender at the principal office or offices
  of the Rights Agent designated for such purpose, may be exchanged
  for another Rights Certificate or Rights Certificates of like
  tenor and date evidencing Rights entitling the holder to purchase
  a like aggregate number of one one-hundredths (1/100ths) of a
  share of Preferred Stock as the Rights evidenced by the Rights
  Certificate or Rights Certificates surrendered shall have
  entitled such holder to purchase.  If this Rights Certificate
  shall be exercised in part, the holder shall be entitled to
  receive upon surrender hereof another Rights Certificate or
  Rights Certificates for the number of whole Rights not exercised.
  
       Subject to the provisions of the Rights Agreement, the
  Rights evidenced by this Certificate may be redeemed by the
  Company at its option at a redemption price of $0.01 per Right at
  any time prior to the earlier of the close of business on (i) the
  tenth day following the Stock Acquisition Date (as such time
  period may be extended pursuant to the Rights Agreement), and
  (ii) the Final Expiration Date.  In addition, the Rights may be
  exchanged, in whole or in part, for shares of the Common Stock,
  or shares of preferred stock of the Company having essentially
  the same value or economic rights as such shares.  Immediately
  upon the action of the Board of Directors of the Company
  authorizing any such exchange, and without any further action or
  any notice, the Rights (other than Rights which are not subject
  to such exchange) will terminate and the Rights will only enable
  holders to receive the shares issuable upon such exchange.
  
       No fractional shares of Preferred Stock will be issued upon
  the exercise of any Right or Rights evidenced hereby (other than
  fractions which are integral multiples of one one-hundredth
  (1/100th) of a share of Preferred Stock, which may, at the
  election of the Company, be evidenced by depositary receipts),
  but in lieu thereof a cash payment will be made, as provided in
  the Rights Agreement.
  
       No holder of this Rights Certificate shall be entitled to
  vote or receive dividends or be deemed for any purpose the holder
  of shares of Preferred Stock or of any other securities of the
  Company which may at any time be issuable on the exercise hereof,
  nor shall anything contained in the Rights Agreement or herein be
  construed to confer upon the holder hereof, as such, any of the
  rights of a stockholder of the Company or any right to vote for
  the election of directors or upon any matter submitted to
  stockholders at any meeting thereof, or to give or withhold
  consent to any corporate action, or, to receive notice of
  meetings or other actions affecting stockholders (except as
  provided in the Rights Agreement), or to receive dividends or
  subscription rights, or otherwise, until the Right or Rights
  evidenced by this Rights Certificate shall have been exercised as
  provided in the Rights Agreement.
  
       This Rights Certificate shall not be valid or obligatory for
  any purpose until it shall have been countersigned by the Rights
  Agent.
       WITNESS the facsimile signature of the proper officers of
  the Company and its corporate seal.
  
  
  Dated as of ___________, ____
  
  
  ATTEST:                            COMPTEK RESEARCH, INC.
  
  
  __________________________         By:_________________________________
  Secretary                          Title:
  
  
  
  Countersigned:
  
  
  
  [_______________________]
  
  
  
  By:  ______________________
       Authorized Signature
  
            [Form of Reverse Side of Rights Certificate]
                                  
                         FORM OF ASSIGNMENT
                                  
                        _____________________
                                  
                                  
          (To be executed by the registered holder if such
         holder desires to transfer the Rights Certificate.)
                                  
  
  FOR VALUE RECEIVED
  _________________________________________________ hereby sells,
  assigns and transfers unto
  ___________________________________________________
                                                          (Please
  print name and address of transferee)
  this Rights Certificate, together with all right, title and
  interest therein, and does hereby irrevocably constitute and
  appoint _________________ Attorney, to transfer the within Rights
  Certificate on the books of the within-named Company, with full
  power of substitution.
  
  
  
  Dated:    ________________, ____
  
  
  
                                ______________________________
                                Signature
  
  
  
  Signature Guaranteed:
  
                             CERTIFICATE
                                  
                           ______________
                                  
       The undersigned hereby certifies by checking the appropriate
  boxes that:
  
       (1)  this Rights Certificate [ ] is [ ] is not being sold,
  assigned and transferred by or on behalf of a Person who is or
  was an Acquiring Person or Adverse Person or an Affiliate or
  Associate of any such Acquiring Person or Adverse Person (as such
  terms are defined pursuant to the Rights Agreement);
  
       (2)  after due inquiry and to the best knowledge of the
  undersigned, it [ ] did [ ] did not acquire the Rights evidenced
  by this Rights Certificate from any Person who is, was or
  subsequently became an Acquiring Person or Adverse Person or an
  Affiliate or Associate of an Acquiring Person or Adverse Person.
  
  
  
  Dated:    ________________, ____
  
  
  
                                ______________________________
                                Signature
  
  
  
  Signature Guaranteed:
                               NOTICE
                                  
                        _____________________
  
  
  The signature to the foregoing Assignment and Certificate must
  correspond to the name as written upon the face of this Rights
  Certificate in every particular, without alteration or
  enlargement or any change whatsoever.
  
  
                    FORM OF ELECTION TO PURCHASE
                                  
                        _____________________
                                  
                                  
                (To be executed if holder desires to
                 exercise Rights represented by the
                        Rights Certificate.)
                                  
  To:  COMPTEK RESEARCH, INC.
  
       The undersigned hereby irrevocably elects to exercise
  __________ Rights represented by this Rights Certificate to
  purchase the shares of Preferred Stock issuable upon the exercise
  of the Rights (or such other securities of the Company or of any
  other person which may be issuable upon the exercise of the
  Rights) and requests that certificates for such shares be issued
  in the name of and delivered to:
  
  Please insert social security
  or other identifying number
  
  
  ________________________________________________
                  (Please print name and address)
  
  
  ________________________________________________
  
       If such number of Rights shall not be all the Rights
  evidenced by this Rights Certificate, a new Rights Certificate
  for the balance of such Rights shall be registered in the name of
  and delivered to:
  
  Please insert social security
  or other identifying number
  
  ________________________________________________
                  (Please print name and address)
  
  
  ________________________________________________
  
  
  
  Dated:    ________________, ____
  
  
  
                                ______________________________
                                Signature
  
  
  
  Signature Guaranteed:
  
  
                             CERTIFICATE
                                  
                                  
                           ______________
  
       The undersigned hereby certifies by checking the appropriate
  boxes that:
  
       (1)  the Rights evidenced by this Rights Certificate [ ] are
  [ ] are not being exercised by or on behalf of a Person who is or
  was an Acquiring Person or Adverse Person or an Affiliate or
  Associate of any such Acquiring Person or Adverse Person (as such
  terms are defined pursuant to the Rights Agreement);
  
       (2)  after due inquiry and to the best knowledge of the
  undersigned, it [ ] did [ ] did not acquire the Rights evidenced
  by this Rights Certificate from any Person who is, was or became
  an Acquiring Person or Adverse Person or an Affiliate or
  Associate of an Acquiring Person or Adverse Person.
  
  
  Dated:    ________________, ____
  
  
  
                                ______________________________
                                Signature
  
  
  
  Signature Guaranteed:
                               NOTICE
                                  
                           _______________
  
       The signature to the foregoing Election to Purchase and
  Certificate must correspond to the name as written upon the face
  of this Rights Certificate in every particular, without
  alteration or enlargement or any change whatsoever.
  
  
                                  
                                  
                             Exhibit 99
                 Press Release, dated April 19, 1999
                                  
  
  
  
  
  FOR IMMEDIATE RELEASE
  
  Contact:  Christopher A. Head
            Executive Vice President
            Comptek Research, Inc.
            716-677-4070
  
  
                           COMPTEK ADOPTS
                      SHAREHOLDERS RIGHTS PLAN
  
                        _____________________
  
  BUFFALO, N.Y., April 19, 1999 -- Comptek Research, Inc.
  (AMEX:CTK) announced today that its Board of Directors adopted a
  "Shareholders Rights Plan" to protect its investors from
  potential inequitable takeover tactics and preserve the future
  value of the company.
  
  "The rights plan isn't intended to prevent the acquisition of
  Comptek, but to deter coercive takeover tactics and to prevent a
  potential acquiror from gaining control of the Company without
  offering a fair price to all of the company's shareholders," said
  John J. Sciuto, chairman, president and chief executive officer.
  
  "The rights plan wasn't adopted in response to any specific
  effort to acquire control of the company," Mr. Sciuto said.
  "Our directors, however, believe this measure to be prudent in
  the current environment of consolidation in the defense
  industry."
  
  A right to purchase shares of a new series of preferred stock
  will be distributed as a dividend at the rate of one right for
  each common share held by a shareholder of record as of the close
  of business April 30, 1999.  The rights will expire on April 29,
  2009, unless earlier redeemed by the company.
  
  Each right will entitle shareholders to buy one-hundredth of a
  share of the company's new Series A Junior Participating
  Preferred Stock at an initial exercise price of $45.  The rights
  will be exercisable if a person or group acquires beneficial
  ownership of 20 percent or more of the company's outstanding
  common stock, or begins a tender or exchange offer for 20 percent
  or more of the common stock.  In addition, the rights will be
  exercisable if an "adverse person," as determined by the
  directors, acquires beneficial ownership of 10 percent or more of
  the company's outstanding common stock.
  
  Until a triggering event, the rights attach to and trade with the
  shares of the company's common stock.  No separate rights
  certificate will be issued until an event triggering the exercise
  of the rights occurs.
  
  If any person becomes the beneficial owner of 20 percent or more
  of Comptek's common stock -except through an offer which the
  board determines to be fair- and the board does not redeem the
  rights within 10 days, or a 10 percent holder is determined by
  the directors to be an "adverse person," then each right not
  owned by such "adverse person" will then enable its holder to
  purchase, at the right's then-current exercise price, common
  stock of the other entity having a value of twice the rights
  exercise price.
  
  Under certain circumstances, if Comptek is acquired in a merger
  or similar transaction with another person, or sells more than 50
  percent of its assets, earning power or cash flow to another
  entity, each right that has not previously been exercised will
  entitle its holder to purchase, at the right's then-current
  exercise price, common stock of such other entity having a value
  of twice the right's exercise price.
  
  Comptek will generally be entitled to redeem the rights at one
  cent per right at any time until 10 days following a public
  announcement that a 20 percent position has been acquired.  The
  time limit may be extended by the directors.
  
  Details of the plan are outlined in a letter which will be mailed
  to all shareholders and in filings with the Securities and
  Exchange Commission.
  
  Comptek Research, Inc., with offices in the United States and
  Canada, is a U.S. and international supplier of technically
  advanced electronics and data communications systems to
  government and industry.
  
  Note:     Today's news release and Comptek's news releases for
  the past year are available on the Internet at
  http://www.cfonews.com  under the heading "Company News, Comptek
  Research."  Additional information about Comptek is also
  available at http://www.comptek.com.
  
                                -30-
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text: 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)   April 16, 1999
  
                       COMPTEK RESEARCH, INC.
       (Exact name of registrant as specified in its charter)
  
     New York               1-8502                16-0959023
  -----------------	---------------	      ---------------
  (State or other          (Commission          (IRS Employer
   jurisdiction of          File Number)          ID Number)
   incorporation)
  
  2732 Transit Road, Buffalo, New York          14224-2523
  -----------------------------------------------------------
  (Address of principal executive offices)     (Zip Code)
  
  Registrant's Telephone Number,
   including area code:                      (716) 677-4070
  
    _____________________________________________________________
    (Former name or former address, if changed since last report)
  Item 5.  Other Events
  
       On April 16, 1999, the Board of Directors of Comptek
  Research, Inc. (the "Company") declared a dividend of one Right
  for each outstanding share of the Company's Common Stock, par
  value $.02 per share (the "Common Stock"), to stockholders of
  record at the close of business on April 30, 1999 (the "Record
  Date").  Each Right entitles the registered holder to purchase
  from the Company a unit consisting of one one-hundredth of a
  share of Series A Junior Participating Preferred Stock, par value
  $.01 per share (the "Preferred Stock"), at a Purchase Price of
  $45.00 per unit of one one-hundredth of a share, subject to
  adjustment.  The description and terms of the Rights are set
  forth in a Rights Agreement (the "Rights Agreement") between the
  Company and American Stock Transfer & Trust Company, as Rights
  Agent.
  
       Initially, the Rights will be attached to all Common Stock
  certificates representing shares then outstanding, and no
  separate Rights Certificates will be distributed.  The Rights
  will separate from the Common Stock and a Distribution Date will
  occur upon the earliest of (i) 10 days following a public
  announcement that a person or group of affiliated or associated
  persons (other than those who report ownership on Schedule 13G
  under the Securities Exchange Act of 1934) (an "Acquiring
  Person") has acquired, or obtained the right to acquire,
  beneficial ownership of 20% or more of the shares of Common Stock
  then outstanding1 (the "Stock Acquisition Date"), (ii) 10
  business days following the commencement of a tender offer or
  exchange offer that would result in a person or group
  beneficially owning 20% or more of such outstanding shares of
  Common Stock, or (iii) 10 business days following the date the
  Board of Directors declares a person to be an "Adverse Person,"
  upon a determination by the Board that such person, alone or
  together with his affiliates or associates, is or has become the
  beneficial owner of 10% or more of the shares of Common Stock
  outstanding, and upon a determination by the Board of Directors
  of the Company, after reasonable inquiry and investigation,
  including consultation with such persons as such directors shall
  deem appropriate, that (a) such beneficial ownership by such
  person is intended to cause the Company to repurchase the shares
  of Common Stock beneficially owned by such person or to cause
  pressure on the Company to take action or enter into a
  transaction or series of transactions intended to provide such
  person with short-term financial gain under circumstances where
  the Board of Directors determines that the best long-term
  interests of the Company and its stockholders would not be served
  by taking such action or entering into such transactions or
  series of transactions at that time, or (b) such beneficial
  ownership is causing or reasonably likely to cause a material
  adverse impact (including, but not limited to, impairment of
  relationships with customers or impairment of the Company's
  ability to maintain its competitive position) on the business,
  financial condition, competitive position or prospects of the
  Company.
  ________________
  (1)  Under the Rights Agreement, for purposes of calculating
       percentages of Common Stock outstanding, shares of Common
       Stock outstanding shall include all shares of Common Stock
       deemed to be beneficially owned by a Person and its
       affiliates and associates, even if not actually then
       outstanding.
  Until the Distribution Date, (i) the Rights will be
  evidenced by the Common Stock certificates and will be
  transferred with and only with such Common Stock certificates,
  (ii) new Common Stock certificates issued after the Record Date
  will contain a notation incorporating the Rights Agreement by
  reference, and (iii) the surrender for transfer of any
  certificates for Common Stock outstanding will also constitute
  the transfer of the Rights associated with the Common Stock
  represented by such certificate.
  
       The Rights are not exercisable until the Distribution Date
  and will expire at the close of business on April 29, 2009 (the
  "Final Expiration Date"), unless earlier redeemed by the Company
  as described below.
  
       As soon as practicable after the Distribution Date, Rights
  Certificates will be mailed to holders of record of the Common
  Stock as of the close of business on the Distribution Date and,
  thereafter, the separate Rights Certificates alone will represent
  the Rights.  Except (i) with respect to certain shares of Common
  Stock issued or sold pursuant to the exercise of stock options or
  under any employee benefit plan or compensation arrangement, or
  upon the exercise, conversion or exchange of certain securities
  of the Company, or (ii) as otherwise determined by the Board of
  Directors, only shares of Common Stock issued prior to the
  Distribution Date will be issued with Rights.
  
       In the event that (i) a person or group becomes the
  beneficial owner of 20% or more of the then outstanding shares of
  Common Stock (except pursuant to a tender offer or an exchange
  offer for all outstanding shares of Common Stock at a price and
  on terms which a majority of the Directors who are not officers
  of the Company and who are not representatives, nominees,
  affiliates or associates of such person, with the concurrence of
  a majority of the Continuing Directors (as defined below), after
  receiving advice from one or more nationally recognized
  investment banking firms, determines to be fair to and otherwise
  in the best interests of the Company and its stockholders (a
  "Qualifying Offer")), or (ii) the Board of Directors declares
  that a person is an Adverse Person (each such event, a "Flip-in
  Event"), each holder of a Right will thereafter have the right to
  receive, upon exercise of such Right, Common Stock (or, in
  certain circumstances, cash, property or other securities of the
  Company) having a value (based on a formula set forth in the
  Rights Agreement) equal to two times the Purchase Price of the
  Right.  Notwithstanding any of the foregoing, following the
  occurrence of any Flip-in Event, all Rights that are, or (under
  certain circumstances specified in the Rights Agreement) were,
  beneficially owned by any Acquiring Person or an Adverse Person
  (or by certain related parties) will be null and void.  However,
  Rights are not exercisable following the occurrence of any Flip-
  in Event until such time as the Rights are no longer redeemable
  by the Company as set forth below.
  
       For example, at a Purchase Price of $45.00 per Right, each
  Right not owned by an Acquiring Person or an Adverse Person (or
  by certain related parties) following a Flip-in Event would
  entitle its holder to purchase $90.00 worth of Common Stock (or
  other consideration, as noted above) determined pursuant to a
  formula set forth in the Rights Agreement, for $45.00.
  Assuming that the Common Stock had a per share value of $22.50 at
  such time (as determined pursuant to such formula), the holder of
  each valid Right would be entitled to purchase four shares of
  Common Stock for $45.00.
  
       In the event that, at any time following the Stock
  Acquisition Date (i) the Company is acquired in a merger or other
  business combination transaction in which the Company is not the
  surviving corporation or in which it is the surviving
  corporation, (ii) the Company engages in a merger or other
  business combination transaction in which the Company is the
  surviving corporation but its Common Stock is changed or
  exchanged for stock or securities of any other person or cash or
  any other property (other than a merger meeting certain
  conditions which follows an offer for all outstanding shares of
  Common Stock which a majority of the unaffiliated Directors who
  are not officers of the Company determine to be fair to and
  otherwise in the best interests of the Company and its
  stockholders), or (iii) 50% or more of the Company's assets or
  earning power is sold or transferred (in one transaction or a
  series of transactions) (each such event, a "Flip-Over Event"),
  then each holder of a Right (except Rights which previously have
  been voided as set forth above) shall thereafter have the right
  to receive, upon exercise at the then current Purchase Price (as
  set forth in the Rights Agreement), common stock of the acquiring
  company having a then current market value equal to two times the
  exercise price of the Right.  The events set forth in this
  paragraph and the Flip-in Events described in the second
  preceding paragraph are referred to as the "Triggering Events."
  
       The Company may not engage in a transaction with an
  Acquiring Person constituting a Flip-Over Event unless the
  Acquiring Person meets certain conditions.  If the Acquiring
  Person's (or its affiliated entity's) common stock has not been
  registered under the Securities Exchange Act of 1934, as amended,
  for the preceding twelve months, but it is a direct or indirect
  subsidiary of another company which has registered common stock,
  the Rights shall be exercisable as described above to purchase
  the common stock of such parent company.  Moreover, the Company
  may not engage in a flip-over transaction unless the Acquiring
  Person (or its affiliated entity or parent, as applicable),
  (i) has sufficient shares of common stock authorized to permit
  the full exercise of the Rights and (ii) enters into an agreement
  containing the terms set forth above and providing that, as soon
  as practicable after the date of the Flip-Over Event, the
  Acquiring Person will register the Rights and the securities
  issuable upon exercise of the Rights under the Securities Act of
  1933, as amended, and maintain the effectiveness of such
  registration statement until the Expiration Date of the Rights
  Plan.  Notwithstanding the foregoing, a merger or consolidation
  will not constitute a Flip-Over Event if (i) the transaction is
  consummated with a person who acquired Common Stock pursuant to
  Qualifying Offer or with a subsidiary of such person; (ii) the
  price per share of Common Stock offered in such transaction is
  not less than the price paid to holders of the Company's Common
  Stock whose shares were purchased in the Qualifying Offer; and
  (iii) the form of consideration offered in the transaction is the
  same as the form of consideration paid pursuant to the Qualifying
  Offer.
  
       The Purchase Price payable, and the number of units of
  shares of Preferred Stock or other securities or property
  issuable, upon exercise of the Rights are subject to adjustment
  from time to time to
  prevent dilution (i) in the event of a stock dividend on, or a
  subdivision, combination or reclassification of, the Preferred
  Stock, (ii) if holders of the Preferred Stock are granted certain
  rights or warrants to subscribe for Preferred Stock or
  convertible securities at less than the current market price of
  the Preferred Stock, or (iii) upon the distribution to holders of
  the Preferred Stock of evidences of indebtedness or assets
  (excluding regular quarterly cash dividends) or of subscription
  rights or warrants (other than those referred to above).  With
  certain exceptions, no adjustment in the Purchase Price will be
  required until cumulative adjustments amount to at least 1% of
  the Purchase Price.  No fractional shares of Preferred Stock
  (other than fractions of one one-hundredth of a share, or
  integral multiples thereof) will be issued and, in lieu thereof,
  an adjustment in cash will be made based on the market price of
  the Preferred Stock on the last trading date prior to the date of
  exercise.
  
       At any time until the earlier of (a) ten days following the
  Stock Acquisition Date or (b) the Final Expiration Date, the
  Company may redeem the Rights in whole, but not in part, at a
  price of $.01 per Right (payable in cash, Common Stock or other
  consideration deemed appropriate by the Board of Directors).
  Under certain circumstances set forth in the Rights Agreement,
  the decision to redeem shall require the concurrence of a
  majority of the Continuing Directors.  The Company may not redeem
  the Rights if the Board of Directors has previously declared a
  person to be an Adverse Person.  Immediately upon the action of
  the Board of Directors ordering redemption of the Rights, with,
  where required, the concurrence of such Continuing Directors, the
  Rights will terminate and the only right of the holders of Rights
  will be to receive the $.01 redemption price.  In the event that
  a majority of the members of the Board serving following a
  meeting of stockholders or stockholder action by written consent
  are not nominated by the Board serving immediately prior to such
  meeting or action, then for 180 days following such meeting or
  action the Rights may not be redeemed if such redemption is
  reasonably likely to have the purpose or effect of allowing any
  person to become an Acquiring Person, or otherwise facilitating
  the occurrence of a Flip-In Event, or a Flip-Over Event or a
  transaction with an Acquiring Person.
  
       The term "Continuing Directors" means any member of the
  Board of Directors of the Company who was a member of the Board
  prior to the date of the Rights Agreement, and any person who is
  subsequently elected to the Board if such person is recommended
  or approved by a majority of the Continuing Directors, but shall
  not include an Acquiring Person, an Adverse Person or an
  affiliate or associate of any such person, or any representative
  of the foregoing entities.
  
       Until a Right is exercised, the holder thereof, as such,
  will have no rights as a stockholder of the Company, including,
  without limitation, the right to vote or to receive dividends.
  While the distribution of the Rights will not be taxable to
  stockholders or to the Company, stockholders may, depending upon
  the circumstances, recognize taxable income in the event that the
  Rights become exercisable for Common Stock (or other
  consideration) of the Company or for common stock of the
  acquiring company as set forth above, or are redeemed as provided
  in the second preceding paragraph.
  Other than certain provisions relating to the principal
  economic terms of the Rights, any of the provisions of the Rights
  Agreement may be amended by the Board of Directors of the Company
  prior to the Distribution Date.  After the Distribution Date, the
  provisions of the Rights Agreement may be amended by the Board
  (in certain circumstances, with the concurrence of the Continuing
  Directors) in order to cure any ambiguity, defect or
  inconsistency, to make changes which do not adversely affect the
  interests of holders of Rights (other than an Acquiring Person,
  an Adverse Person or an affiliate or associate thereof), or to
  shorten or lengthen any time period under the Rights Agreement;
  provided, however, that an amendment to lengthen the time period
  governing redemption may be made only if the Rights are
  redeemable and an amendment to lengthen any other time period may
  be made only for the purpose of protecting, enhancing or
  clarifying the rights of, and/or benefits to, the holders of
  Rights (other than any Acquiring Person or Adverse Person).
  
       The Rights will have certain anti-takeover effects.
  Exercise of the Rights will cause substantial dilution to a
  person or group that attempts to acquire the Company on terms not
  approved by the Company's Board of Directors.  The existence of
  Rights, however, should not affect an offer at a fair price and
  otherwise in the best interests of the Company and its
  stockholders as determined by the Board of Directors.  The Rights
  should not interfere with any merger or other business
  combination approved by the Board of Directors since the Board of
  Directors may, at its option, at any time until ten days
  following the Stock Acquisition Date or until a person has been
  determined to be an Adverse Person redeem all but not less than
  all of the then outstanding Rights at the $.01 redemption price.
  
       The Rights Agreement between the Company and the Rights
  Agent specifying the terms of the Rights, which includes as an
  exhibit the form of Rights Certificate, is incorporated herein by
  reference.  The foregoing description of the Rights does not
  purport to be complete and is qualified in its entirety by
  reference to the Rights Agreement.
  Item 7.  Exhibits
  
  Exhibit Number      Description
  
                      4  Rights Agreement, dated as of
                      April 16, 1999, between Comptek Research,
                      Inc. and American Stock Transfer & Trust
                      Company, as Rights Agent
  
                      99 Press Release, dated April 19,1999
  SIGNATURES
  
            Pursuant to the requirements of the Securities Exchange
  Act of 1934, the Registrant has duly caused this report to be
  signed on its behalf by the undersigned hereunto duly authorized.
  
                                COMPTEK RESEARCH, INC.
  
                                By:   /s/John J. Sciuto
                                      John J. Sciuto
                                      Chairman, President and CEO
  
  Dated: April 19, 1999
  EXHIBIT INDEX
  
  Exhibit Number   Description                                Page
  --------------   ---------------------------------------    -----
        4          Rights Agreement, dated as of April 16,      9   
                   1999, between Comptek Research, Inc. and
                   American Stock Transfer & Trust Company,
                   as Rights Agent
        99         Press Release, dated April 19, 1999         67
  Exhibit 4
        Rights Agreement, dated as of April 16, 1999, between
     Comptek Research, Inc. and American Stock Transfer & Trust
                              Company,
                           as Rights Agent
  
                                                                   
                                                                   
    _____________________________________________________________
                        ____________________
  
                       COMPTEK RESEARCH, INC.
                                  
                                 and
                                  
                                  
               AMERICAN STOCK TRANSFER & TRUST COMPANY
                                  
                           as Rights Agent
                                  
                                  
                                  
                         ___________________
                                  
                                  
                                  
                          Rights Agreement
                                  
                     Dated as of April 16, 1999
                                  
                                  
  _________________________________________________________________
                            _____________
                                  
  
                          Table of Contents
  
  Section                                                      Page
  
  Section  1.  Certain Definitions                                1
  
  Section  2.  Appointment of Rights Agent                        6
  
  Section  3.  Issue of Rights Certificates                       6
  
  Section  4.  Form of Rights Certificates                        8
  
  Section  5.  Countersignature and Registration                  9
  
  Section  6.  Transfer, Split Up, Combination and Exchange of
               Rights Certificates;
  
               Mutilated, Destroyed, Lost or Stolen Rights
               Certificates.                                     10
  
  Section  7.  Exercise of Rights; Purchase Price; Expiration
               Date of Rights                                    11
  
  Section  8.  Cancellation and Destruction of Rights
               Certificates                                      13
  
  Section  9.  Reservation and Availability of Capital Stock     13
  
  Section  10.  Preferred Stock Record Date                      14
  
  Section  11.  Adjustment of Purchase Price, Number and Kind
                of Shares or
  
                Number of Rights                                 15
  
  Section 12.  Certificate of Adjusted Purchase Price or
               Number of Shares                                  24
  
  Section 13.  Consolidation, Merger or Sale or Transfer of
               Assets or Earning Power                           24
  
  Section 14.  Fractional Rights and Fractional Shares           27
  
  Section 15.  Rights of Action                                  28
  
  Section 16.  Agreement of Rights Holders                       29
  
  Section 17.  Rights Certificate Holder Not Deemed a
               Stockholder                                       29
  
  Section 18.  Concerning the Rights Agent                       30
  
  Section 19.  Merger or Consolidation or Change of Name of
               Rights Agent                                      30
  
  Section 20.  Duties of Rights Agent                            31
  
  Section 21.  Change of Rights Agent                            33
  
  Section 22.  Issuance of New Rights Certificates               34
  
  Section 23.  Redemption and Termination                        34
  
  Section 24.  Exchange                                          35
  
  Section 25.  Notice of Certain Events                          36
  
  Section 26.  Notices                                           37
  
  Section 27.  Supplements and Amendments                        38
  
  Section 28.  Successors                                        39
  
  Section 29.  Determinations and Actions by the Board of
               Directors, etc.                                   39
  
  Section 30.  Benefits of this Agreement                        39
  
  Section 31.  Severability                                      39
  
  Section 32.  Governing Law                                     40
  
  Section 33.  Counterparts                                      40
  
  Section 34.  Descriptive Headings                              40
  
  Exhibit A --  Certificate of Designation, Preferences and Rights
  
  Exhibit B --  Form of Rights Certificate
  
                          RIGHTS AGREEMENT
  
       RIGHTS AGREEMENT, dated as of April 16, 1999 (the
  "Agreement"), between Comptek Research, Inc., a New York
  corporation (the "Company"), and American Stock Transfer & Trust
  Company (the "Rights Agent").
  
                         W I T N E S S E T H
  
       WHEREAS, the Board of Directors of the Company has
  authorized and declared a dividend distribution of one Right for
  each share of common stock, par value $.02 per share, of the
  Company (the "Common Stock") outstanding at the close of business
  on April 30, 1999 (the "Record Date"), and has authorized the
  issuance of one Right (as such number may hereinafter be adjusted
  pursuant to the provisions of Section 11(p) hereof) for each
  share of Common Stock of the Company issued between the Record
  Date (whether originally issued or delivered from the Company's
  treasury) and the Distribution Date (as defined below), each
  Right initially representing the right to purchase one one-
  hundredth (1/100th) of a share of Series A Junior Participating
  Preferred Stock (the "Preferred Stock") of the Company having the
  rights, powers and preferences set forth in the form of
  Certificate of Designation, Preferences and Rights attached
  hereto as Exhibit A, upon the terms and subject to the conditions
  hereinafter set forth (the "Rights");
  
       WHEREAS, the Company desires to appoint the Rights Agent to
  act as provided herein, and the Rights Agent is willing to so
  act;
  
       NOW, THEREFORE, in consideration of the premises and the
  mutual agreements herein set forth, the parties hereby agree as
  follows:
  
       Section  1.  Certain Definitions.  For purposes of this
  Agreement, the following terms have the meanings indicated:
  
            (a)  "Acquiring Person" shall mean any Person who or
       which, together with all Affiliates and Associates of such
       Person, shall be the Beneficial Owner of 20% or more of the
       shares of Common Stock then outstanding, but shall not
       include (i) the Company, (ii) any Subsidiary of the Company,
       (iii) any employee benefit plan or compensation arrangement
       of the Company or of any Subsidiary of the Company, (iv) any
       Person or entity organized, appointed or established by the
       Company for or pursuant to the terms of any such plan or (v)
       any Person who has reported or is required to report such
       ownership on Schedule 13G under the Securities Exchange Act
       of 1934, as amended and in effect on the date of this
       Agreement (the "Exchange Act") (or any comparable or
       successor report).  Notwithstanding the foregoing, no Person
       shall become an "Acquiring Person" solely as the result of
       an acquisition of Common Stock by the Company which, by
       reducing the number of shares outstanding, increases the
       proportionate number of shares beneficially owned by a
       Person to 20% or more of the Common Stock of the Company
       then outstanding as determined above; provided, however,
       that if a Person becomes the Beneficial Owner of 20% or more
       of the Common Stock of the Company then outstanding (as
       determined above) solely by reason of purchases of Common
       Stock by the Company and shall, after such purchases by the
       Company, become the Beneficial Owner of any additional
       shares of Common Stock by any means whatsoever, then such
       Person shall be deemed to be an "Acquiring Person."
       Notwithstanding the foregoing, (i) if the Board of Directors
       of the Company, with the concurrence of a majority of the
       Continuing Director, determines in good faith that a Person
       who would otherwise be an "Acquiring Person," as defined
       pursuant to the foregoing provisions of this paragraph (a),
       has become such inadvertently, and such Person divests as
       promptly as practicable a sufficient number of shares of
       Common Stock so that such Person would no longer be an
       "Acquiring Person," as defined pursuant to the foregoing
       provisions of this paragraph (a), then such Person shall not
       be deemed to be an "Acquiring Person" for any purposes of
       this Agreement or (ii) if a Person becomes the Beneficial
       Owner of 20% or more of the Common Stock then outstanding
       solely as a result of such Person's entering into an
       agreement, arrangement or understanding (including an
       irrevocable proxy or consent) whereby such Person obtains
       the right to vote such Common Stock and prior to the time
       such agreement, arrangement or understanding is entered into
       the Board of Directors has approved either (x) a "business
       combination" (as such term is defined in Section 912 the New
       York Business Corporation Law) to which such Person or an
       Affiliate of such Person is a party or (y) such agreement,
       arrangement or understanding with such Person, then such
       Person shall not be deemed to be an "Acquiring Person" for
       the purposes of this Agreement.
  
            (b)  "Act" shall have the meaning set forth in Section
  9(c) hereof.
       
            (c)  "Adjustment Shares" shall have the meaning set
       forth in Section 11(a)(ii) hereof.
       
            (d)  "Adverse Person" shall mean any Person declared to
       be an Adverse Person by the Board of Directors upon
       determination that the criteria set forth in Section
       11(a)(ii)(B) apply to such Person; provided, however, that
       the Board of Directors shall not declare any Person who is
       the Beneficial Owner of 10% or more (but less than 20%) of
       the outstanding Common Stock of the Company to be an Adverse
       Person if such Person has reported or is required to report
       such ownership on Schedule 13G under the Exchange Act (or
       any comparable or successor report) or on Schedule 13D under
       the Exchange Act (or any comparable or successor report)
       which Schedule 13D does not state any intention to or
       reserve the right to control or influence the management or
       policies of the Company or engage in any of the actions
       specified in Item 4 of such Schedule (other than the
       disposition of the Common Stock) so long as such Person
       neither reports nor is required to report such ownership
       other than as described in this paragraph (d).
  
            (e)  "Affiliate" and "Associate" shall have the
       respective meanings ascribed to such terms in Rule 12b-2 of
       the General Rules and Regulations under the Exchange Act.
  
            (f)  A Person shall be deemed the "Beneficial Owner"
       of, and shall be deemed to "beneficially own," any
       securities:
  
                 (i)  which such Person or any of such Person's
            Affiliates or Associates, directly or indirectly, has
            the right to acquire (whether such right is exercisable
            immediately or only after the passage of time) pursuant
            to any agreement, arrangement or understanding (whether
            or not in writing) or upon the exercise of conversion
            rights, exchange rights, rights, warrants or options,
            or otherwise; provided, however, that a Person shall
            not be deemed the "Beneficial Owner" of, or to
            "beneficially own," (A) securities tendered pursuant to
            a tender or exchange offer made by such Person or any
            of such Person's Affiliates or Associates until such
            tendered securities are accepted for purchase or
            exchange, or (B) securities issuable upon exercise of
            Rights at any time prior to the occurrence of a
            Triggering Event, or (C) securities issuable upon
            exercise of Rights from and after the occurrence of a
            Triggering Event which Rights were acquired by such
            Person or any of such Person's Affiliates or Associates
            prior to the Distribution Date or pursuant to Section
            3(a) or Section 22 hereof (the "Original Rights") or
            pursuant to Section 11(i) hereof in connection with an
            adjustment made with respect to any Original Rights;
  
                 (ii) which such Person or any of such Person's
            Affiliates or Associates, directly or indirectly, has
            the right to vote or dispose of or has "beneficial
            ownership" of (as determined pursuant to Rule 13d-3 of
            the General Rules and Regulations under the Exchange
            Act), including pursuant to any agreement, arrangement
            or understanding, whether or not in writing; provided,
            however, that a Person shall not be deemed the
            "Beneficial Owner" of, or to "beneficially own," any
            security under this subparagraph (ii) as a result of an
            agreement, arrangement or understanding to vote such
            security if such agreement, arrangement or
            understanding:  (A) arises solely from a revocable
            proxy given in response to a public proxy or consent
            solicitation made pursuant to, and in accordance with,
            the applicable provisions of the General Rules and
            Regulations under the Exchange Act, and (B) is not also
            then reportable by such Person on Schedule 13D under
            the Exchange Act (or any comparable or successor
            report); or
  
                 (iii)     which are beneficially owned, directly
            or indirectly, by any other Person (or any Affiliate or
            Associate thereof) with which such Person (or any of
            such Person's Affiliates or Associates) has any
            agreement, arrangement or understanding (whether or not
            in writing), for the purpose of acquiring, holding,
            voting (except pursuant to a revocable proxy as
            described in the proviso to subparagraph (ii) of this
            paragraph (f)) or disposing of any voting securities of
            the Company;
  
       provided, however, that nothing in this paragraph (f) shall
       cause a person engaged in business as an underwriter of
       securities to be the "Beneficial Owner" of, or to
       "beneficially own," any securities acquired through such
       person's participation in good faith in a firm commitment
       underwriting until the expiration of forty days after the
       date of such acquisition.
  
            (g)  "Business Day" shall mean any day other than a
       Saturday, Sunday or a day on which banking institutions in
       the State of New York are authorized or obligated by law or
       executive order to close.
  
            (h)  "Close of business" on any given date shall mean
       5:00 P.M., New York City time, on such date; provided,
       however, that if such date is not a Business Day it shall
       mean 5:00 P.M., New York City time, on the next succeeding
       Business Day.
  
            (i)  "Common Stock" shall mean the common stock, par
       value $.02 per share, of the Company, except that "Common
       Stock" when used with reference to any Person other than the
       Company shall mean the capital stock of such Person with the
       greatest voting power, or the equity securities or other
       equity interest having power to control or direct the
       management, of such Person.
       
            (j)  "Common Stock Equivalents" shall have the meaning
       set forth in Section 11(a)(iii) hereof.
       
            (k)  "Continuing Director" shall mean (i) any member of
       the Board of Directors of the Company, while such Person is
       a member of the Board, who is not an Acquiring Person or
       Adverse Person, an Affiliate or Associate of an Acquiring
       Person or Adverse Person, or a representative or nominee of
       an Acquiring Person or Adverse Person or of any such
       Affiliate or Associate, and was a member of the Board prior
       to the date of this Agreement, or (ii) any Person who
       subsequently becomes a member of the Board, while such
       Person is a member of the Board, who is not an Acquiring
       Person or Adverse Person, an Affiliate or Associate of an
       Acquiring Person or Adverse Person, or a representative or
       nominee of an Acquiring Person or Adverse Person or of any
       such Affiliate or Associate, if such Person's nomination for
       election or election to the Board is recommended or approved
       by a majority of the Continuing Directors or a nominating
       committee of the Board consisting solely of Continuing
       Directors.
       
            (l)  "Current Market Price" shall have the meaning set
       forth in Section 11(d)(i) hereof.
       
            (m)  "Current Value" shall have the meaning set forth
       in Section 11(a)(iii) hereof.
       
            (n)  "Distribution Date" shall have the meaning set
       forth in Section 3(a) hereof.
       
            (o)  "Equivalent Preferred Stock" shall have the
       meaning set forth in Section 11(b) hereof.
       
            (p)  "Exchange Act" shall have the meaning set forth in
       Section 1(d) hereof.
       
            (q)  "Exchange Ratio" shall have the meaning set forth
       in Section 24 hereof.
       
            (r)  "Expiration Date" shall have the meaning set forth
       in Section 7(a) hereof.
       
            (s)  "Final Expiration Date" shall have the meaning set
       forth in Section 7(a) hereof.
       
            (t)  "Person" shall mean any individual, firm,
       corporation, partnership, limited liability entity or other
       entity.
  
            (u)  "Preferred Stock" shall mean shares of Series A
       Junior Participating Preferred Stock, par value $.01 per
       share, of the Company, and, to the extent that there are not
       a sufficient number of shares of Series A Junior
       Participating Preferred Stock authorized to permit the full
       exercise of the Rights, any other series of Preferred Stock
       of the Company designated for such purpose containing terms
       substantially similar to the terms of the Series A Junior
       Participating Preferred Stock.
       
            (v)  "Principal Party" shall have the meaning set forth
       in Section 13(b) hereof.
       
            (w)  "Purchase Price" shall have the meaning set forth
       in Section 4(a) hereof.
       
            (x)  "Qualifying Offer" shall have the meaning set
       forth in Section 11(a)(ii)(A) hereof.
       
            (y)  "Record Date" shall have the meaning set forth in
       the WHEREAS clause at the beginning of this Agreement.
       
            (z)  "Redemption Price" shall have the meaning set
       forth in Section 23(a) hereof.
       
            (aa) "Rights" shall have the meaning set forth in the
       WHEREAS clause at the beginning of the Agreement.
       
            (ab) "Rights Agent" shall have the meaning set forth in
       the parties clause at the beginning of this Agreement.
       
            (ac) "Rights Certificates" shall have the meaning set
       forth in Section 3(a) hereof.
       
            (ad) "Rights Dividend Declaration Date" shall mean
       April 16, 1999.
       
            (ae) "Section 11(a)(ii) Event" shall mean any event
       described in Section 11(a)(ii) hereof.
  
            (af) "Section 11(a)(ii) Trigger Date" shall have the
       meaning set forth in Section 11(a)(iii) hereof.
       
            (ag) "Section 13 Event" shall mean any event described
       in clauses (x), (y) or (z) of Section 13(a) hereof.
       
            (ah) "Spread" shall have the meaning set forth in
       Section 11(a)(iii) hereof.
  
            (ai) "Stock Acquisition Date" shall mean the first date
       of public announcement (which, for purposes of this
       definition, shall include, without limitation, a report
       filed pursuant to Section 13(d) under the Exchange Act) by
       the Company or an Acquiring Person that an Acquiring Person
       has become such.
  
            (aj) "Subsidiary" shall mean, with reference to any
       Person, any corporation of which an amount of voting
       securities sufficient to elect at least a majority of the
       directors of such corporation is beneficially owned,
       directly or indirectly, by such Person, or otherwise
       controlled by such Person.
       
            (ak) "Substitution Period" shall have the meaning set
       forth in Section 11(a)(iii) hereof.
       
            (al) "Trading Day" shall have the meaning set forth in
       Section 11(d)(i) hereof.
  
            (am) "Triggering Event" shall mean any Section
       11(a)(ii) Event or any Section 13 Event.
  
       Section  2.  Appointment of Rights Agent.  The Company
  hereby appoints the Rights Agent to act as agent for the Company
  and the holders of the Rights (who, in accordance with Section 3
  hereof, shall prior to the Distribution Date also be the holders
  of the Common Stock) in accordance with the terms and conditions
  hereof, and the Rights Agent hereby accepts such appointment.
  The Company may from time to time appoint such Co-Rights Agents
  as it may deem necessary or desirable.
  
       Section  3.  Issue of Rights Certificates.
  
            (a)  Until the earliest of (i) the close of business on
       the tenth day after the Stock Acquisition Date (or, if the
       tenth day after the Stock Acquisition Date occurs before the
       Record Date, the close of business on the Record Date), (ii)
       the close of business on the tenth business day (or such
       later date as the Board of Directors shall determine) after
       the date that a tender or exchange offer by any Person
       (other than the Company, any Subsidiary of the Company, any
       employee benefit plan of the Company or of any Subsidiary of
       the Company, or any Person or entity organized, appointed or
       established by the Company for or pursuant to the terms of
       any such plan) is first published or sent or given within
       the meaning of Rule 14d-2(a) of the General Rules and
       Regulations under the Exchange Act, if upon consummation
       thereof, such Person would be the Beneficial Owner of 20% or
       more of the shares of Common Stock then outstanding or (iii)
       the close of business on the tenth Business Day after the
       Board of Directors determines, pursuant to the criteria set
       forth in Section 11(a)(ii)(B) hereof, that a Person is an
       Adverse Person (the earliest of (i), (ii) and (iii) being
       herein referred to as the "Distribution Date"), (x) the
       Rights will be evidenced (subject to the provisions of
       paragraph (b) of this Section 3) by the certificates for the
       Common Stock registered in the names of the holders of the
       Common Stock (which certificates for Common Stock shall be
       deemed also to be certificates for Rights) and not by
       separate certificates, and (y) the Rights will be
       transferable only in connection with the transfer of the
       underlying shares of Common Stock (including a transfer to
       the Company).  As soon as practicable after the Distribution
       Date, the Rights Agent will send by first-class, insured,
       postage prepaid mail, to each record holder of the Common
       Stock as of the close of business on the Distribution Date,
       at the address of such holder shown on the records of the
       Company, one or more rights certificates, in substantially
       the form of Exhibit B hereto (the "Rights Certificates"),
       evidencing one Right for each share of Common Stock so held,
       subject to adjustment as provided herein. In the event that
       an adjustment in the number of Rights per share of Common
       Stock has been made pursuant to Section 11(p) hereof, at the
       time of distribution of the Rights Certificates, the Company
       shall make the necessary and appropriate rounding
       adjustments (in accordance with Section 14(a) hereof) so
       that Rights Certificates representing only whole numbers of
       Rights are distributed and cash is paid in lieu of any
       fractional Rights. As of and after the Distribution Date,
       the Rights will be evidenced solely by such Rights
       Certificates.
  
            (b)  With respect to certificates for the Common Stock
       outstanding as of the Record Date, until the Distribution
       Date, the Rights will be evidenced by such certificates for
       the Common Stock and the registered holders of the Common
       Stock shall also be the registered holders of the associated
       Rights.  Until the earlier of the Distribution Date or the
       Expiration Date (as such term is defined in Section 7
       hereof), the transfer of any certificates representing
       shares of Common Stock in respect of which Rights have been
       issued shall also constitute the transfer of the Rights
       associated with such shares of Common Stock.
  
            (c)  Rights shall be issued in respect of all shares of
       Common Stock which are issued (whether originally issued or
       from the Company's treasury) after the Record Date but prior
       to the earlier of the Distribution Date or the Expiration
       Date or in certain circumstances provided in Section 22
       hereof, after the Distribution Date.  Certificates
       representing such shares of Common Stock shall also be
       deemed to be certificates for Rights, and shall bear a
       legend reading substantially as follows:
  
                 This certificate also evidences and
            entitles the holder hereof to certain Rights
            as set forth in the Rights Agreement between
            Comptek Research, Inc. (the "Company") and
            American Stock Transfer & Trust Company (the
            "Rights Agent"), dated as of April 16, 1999,
            as amended from time to time (the "Rights
            Agreement"), the terms of which are hereby
            incorporated herein by reference and a copy
            of which is on file at the principal office
            of the Company.  Under certain circumstances,
            as set forth in the Rights Agreement, such
            Rights will be evidenced by separate
            certificates and will no longer be evidenced
            by this certificate.  The Company or the
            Rights Agent will mail to the holder of this
            certificate a copy of the Rights Agreement,
            as in effect on the date of mailing, without
            charge promptly after receipt of a written
            request therefor.  Under certain
            circumstances set forth in the Rights
            Agreement, Rights issued to, or held by, any
            Person who is, was or becomes an Acquiring
            Person, an Adverse Person or any Affiliate or
            Associate thereof (as such terms are defined
            in the Rights Agreement), whether currently
            held by or on behalf of such Person or by any
            subsequent holder, may become null and void.
  
       With respect to such certificates containing the foregoing
       legend, until the earlier of (i) the Distribution Date or
       (ii) the Expiration Date, the Rights associated with the
       Common Stock represented by such certificates shall be
       evidenced by such certificates alone and registered holders
       of Common Stock shall also be the registered holders of the
       associated Rights, and the transfer of any of such
       certificates shall also constitute the transfer of the
       Rights associated with the Common Stock represented by such
       certificates.
  
       Section  4.  Form of Rights Certificates.
  
            (a)  The Rights Certificates (and the forms of election
       to purchase and of assignment to be printed on the reverse
       thereof) shall each be substantially in the form set forth
       in Exhibit B hereto and may have such marks of
       identification or designation and such legends, summaries or
       endorsements printed thereon as the Company may deem
       appropriate and as are not inconsistent with the provisions
       of this Agreement, or as may be required to comply with any
       applicable law or with any rule or regulation made pursuant
       thereto or with any rule or regulation of any stock exchange
       or quotation system on which the Rights may from time to
       time be listed, or to conform to usage.  Subject to the
       provisions of Section 11 and Section 22 hereof, the Rights
       Certificates, whenever distributed, shall be dated as of the
       Record Date and on their face shall entitle the holders
       thereof to purchase such number of one one-hundredths
       (1/100ths) of a share of Preferred Stock as shall be set
       forth therein at the price set forth therein (such exercise
       price per one one-hundredth (1/100th) of a share, the
       "Purchase Price"), but the amount and type of securities
       purchasable upon the exercise of each Right and the Purchase
       Price thereof shall be subject to adjustment as provided
       herein.
  
            (b)  Any Rights Certificate issued pursuant to Section
       3(a) or Section 22 hereof that represents Rights
       beneficially owned by:  (i) an Acquiring Person or Adverse
       Person or any Associate or Affiliate of an Acquiring Person
       or Adverse Person, (ii) a transferee of an Acquiring Person
       or Adverse Person (or of any such Associate or Affiliate)
       who becomes a transferee after the Acquiring Person or
       Adverse Person becomes such, or (iii) a transferee of an
       Acquiring Person or Adverse Person (or of any such Associate
       or Affiliate) who becomes a transferee prior to or
       concurrently with the Acquiring Person or Adverse Person
       becoming such and receives such Rights pursuant to either
       (A) a transfer (whether or not for consideration) from the
       Acquiring Person or Adverse Person to holders of equity
       interests in such Acquiring Person or Adverse Person or to
       any Person with whom such Acquiring Person or Adverse Person
       has any continuing agreement, arrangement or understanding
       regarding the transferred Rights or (B) a transfer which the
       Board of Directors of the Company has determined is part of
       an agreement, a plan, arrangement or understanding which has
       as a primary purpose or effect avoidance of Section 7(e)
       hereof, and any Rights Certificate issued pursuant to
       Section 6 or Section 11 hereof upon transfer, exchange,
       replacement or adjustment of any other Rights Certificate
       referred to in this sentence, shall contain (to the extent
       feasible) the following legend:
  
                 The Rights represented by this Rights
            Certificate are or were beneficially owned by
            a Person who was or became an Acquiring
            Person or Adverse Person or an Affiliate or
            Associate of an Acquiring Person or Adverse
            Person (as such terms are defined in the
            Rights Agreement).  Accordingly, this Rights
            Certificate and the Rights represented hereby
            may become null and void in the circumstances
            specified in Section 7(e) of such Agreement.
  
       The failure to print the foregoing legend on any such Right
  Certificate or any defect therein shall not affect in any manner
  whatsoever the application or interpretation of the provisions of
  Section 7(e) hereof.
  
       Section  5.  Countersignature and Registration.
  
            (a)  The Rights Certificates shall be executed on
       behalf of the Company by its Chairman of the Board, its
       President or any Vice President, either manually or by
       facsimile signature, and shall have affixed thereto the
       Company's seal or a facsimile thereof which shall be
       attested by the Secretary or an Assistant Secretary of the
       Company, either manually or by facsimile signature.  The
       Rights Certificates shall be countersigned by the Rights
       Agent, either manually or by facsimile signature, and shall
       not be valid for any purpose unless so countersigned.  In
       case any officer of the Company who shall have signed any of
       the Rights Certificates shall cease to be such officer of
       the Company before countersignature by the Rights Agent and
       issuance and delivery by the Company, such Rights
       Certificates, nevertheless, may be countersigned by the
       Rights Agent and issued and delivered by the Company with
       the same force and effect as though the person who signed
       such Rights Certificates had not ceased to be such officer
       of the Company; and any Rights Certificates may be signed on
       behalf of the Company by any person who, at the actual date
       of the execution of such Rights Certificate, shall be a
       proper officer of the Company to sign such Rights
       Certificate, although at the date of the execution of this
       Rights Agreement any such person was not such an officer.
  
            (b)  Following the Distribution Date, the Rights Agent
       will keep or cause to be kept, at its principal office or
       offices designated as the appropriate place for surrender of
       Rights Certificates upon exercise or transfer, books for
       registration and transfer of the Rights Certificates issued
       hereunder.  Such books shall show the names and addresses of
       the respective holders of the Rights Certificates, the
       number of Rights evidenced on its face by each of the Rights
       Certificates and the date of each of the Rights
       Certificates.
  
       Section  6.  Transfer, Split Up, Combination and Exchange of
               Rights Certificates; Mutilated, Destroyed, Lost or
               Stolen Rights Certificates.
  
            (a)  Subject to the provisions of Section 4(b), Section
       7(e) and Section 14 hereof, at any time after the close of
       business on the Distribution Date, and at or prior to the
       close of business on the Expiration Date, any Rights
       Certificate or Certificates (other than Rights Certificates
       representing Rights that have been exchanged pursuant to
       Section 24 hereof) may be transferred, split up, combined or
       exchanged for another Rights Certificate or Certificates,
       entitling the registered holder to purchase a like number of
       one one-hundredths (1/100ths) of a share of Preferred Stock
       (or, following a Triggering Event, Common Stock, other
       securities, cash or other assets, as the case may be) as the
       Rights Certificate or Certificates surrendered then entitled
       such holder (or former holder in the case of a transfer) to
       purchase.  Any registered holder desiring to transfer, split
       up, combine or exchange any Rights Certificate or
       Certificates shall make such request in writing delivered to
       the Rights Agent, and shall surrender the Rights Certificate
       or Certificates to be transferred, split up, combined or
       exchanged at the principal office or offices of the Rights
       Agent designated for such purpose.  Neither the Rights Agent
       nor the Company shall be obligated to take any action
       whatsoever with respect to the transfer of any such
       surrendered Rights Certificate until the registered holder
       shall have completed and signed the certificate contained in
       the form of assignment on the reverse side of such Rights
       Certificate and shall have provided such additional evidence
       of the identity of the Beneficial Owner (or former
       Beneficial Owner) or Affiliates or Associates thereof as the
       Company shall reasonably request.  Thereupon the Rights
       Agent shall, subject to Section 4(b), Section 7(e), Section
       14 and Section 24 hereof, countersign and deliver to the
       Person entitled thereto a Rights Certificate or Rights
       Certificates, as the case may be, as so requested.  The
       Company may require payment of a sum sufficient to cover any
       tax or governmental charge that may be imposed in connection
       with any transfer, split up, combination or exchange of
       Rights Certificates.
  
            (b)  Upon receipt by the Company and the Rights Agent
       of evidence reasonably satisfactory to them of the loss,
       theft, destruction or mutilation of a Rights Certificate,
       and, in case of loss, theft or destruction, of indemnity or
       security reasonably satisfactory to them, and reimbursement
       to the Company and the Rights Agent of all reasonable
       expenses incidental thereto, and upon surrender to the
       Rights Agent and cancellation of the Rights Certificate if
       mutilated, the Company will execute and deliver a new Rights
       Certificate of like tenor to the Rights Agent for
       countersignature and delivery to the registered owner in
       lieu of the Rights Certificate so lost, stolen, destroyed or
       mutilated.
  
       Section  7.  Exercise of Rights; Purchase Price; Expiration
  Date of Rights.
  
            (a)  Subject to Section 7(e) hereof, the registered
       holder of any Rights Certificate may exercise the Rights
       evidenced thereby (except as otherwise provided herein
       including, without limitation, the restrictions on
       exercisability set forth in Section 9(c), Section 11(a)(iii)
       and Section 23(a) hereof) in whole or in part at any time
       after the Distribution Date upon surrender of the Rights
       Certificate, with the form of election to purchase and the
       certificate on the reverse side thereof duly executed, to
       the Rights Agent at the principal office or offices of the
       Rights Agent designated for such purpose, together with
       payment of the aggregate Purchase Price with respect to the
       total number of one one-hundredths (1/100ths) of a share (or
       other securities, cash or other assets, as the case may be)
       as to which such surrendered Rights are then exercisable, at
       or prior to the earliest of (i) the close of business on
       April 29, 2009 (the "Final Expiration Date"), (ii) the time
       at which the Rights are redeemed as provided in Section 23
       hereof or (iii) the time at which such Rights are exchanged
       pursuant to Section 24 hereof (the earliest of (i), (ii) and
       (iii) being herein referred to as the "Expiration Date").
  
            (b)  The Purchase Price for each one one-hundredth
       (1/100th) of a share of Preferred Stock pursuant to the
       exercise of a Right shall initially be $45.00, and shall be
       subject to adjustment from time to time as provided in
       Sections 11 and 13(a) hereof and shall be payable in
       accordance with paragraph (c) below.
  
            (c)  Upon receipt of a Rights Certificate representing
       exercisable Rights, with the form of election to purchase
       and the certificate duly executed, accompanied by payment,
       with respect to each Right so exercised, of the Purchase
       Price per one one-hundredth (1/100th) of a share of
       Preferred Stock (or other shares, securities, cash or other
       assets, as the case may be) to be purchased as set forth
       below and an amount equal to any applicable transfer tax,
       the Rights Agent shall, subject to Section 20(k) hereof,
       thereupon promptly (i) (A) requisition from any transfer
       agent of the shares of Preferred Stock (or make available,
       if the Rights Agent is the transfer agent for such shares)
       certificates for the total number of one one-hundredths
       (1/100ths) of a share of Preferred Stock to be purchased and
       the Company hereby irrevocably authorizes its transfer agent
       to comply with all such requests, or (B) if the Company
       shall have elected to deposit the total number of shares of
       Preferred Stock issuable upon exercise of the Rights
       hereunder with a depositary agent, requisition from the
       depositary agent depositary receipts representing such
       number of one one-hundredths (1/100ths) of a share of
       Preferred Stock as are to be purchased (in which case
       certificates for the shares of Preferred Stock represented
       by such receipts shall be deposited by the transfer agent
       with the depositary agent) and the Company will direct the
       depositary agent to comply with such request,
       (ii) requisition from the Company the amount of cash, if
       any, to be paid in lieu of fractional shares in accordance
       with Section 14 hereof, (iii) after receipt of such
       certificates or depositary receipts, cause the same to be
       delivered to or upon the order of the registered holder of
       such Rights Certificate, registered in such name or names as
       may be designated by such holder, and (iv) after receipt
       thereof, deliver such cash, if any, to or upon the order of
       the registered holder of such Rights Certificate.  The
       payment of the Purchase Price (as such amount may be reduced
       pursuant to Section 11(a)(iii) hereof) shall be made in cash
       or by certified bank check or bank draft payable to the
       order of the Company.  In the event that the Company is
       obligated to issue other securities (including Common Stock)
       of the Company, pay cash and/or distribute other property
       pursuant to Section 11(a) hereof, the Company will make all
       arrangements necessary so that such other securities, cash
       and/or other property are available for distribution by the
       Rights Agent, if and when appropriate.  The Company reserves
       the right to require prior to the occurrence of a Triggering
       Event that, upon any exercise of Rights, a number of Rights
       be exercised so that only whole shares of Preferred Stock
       would be issued.
  
            (d)  In case the registered holder of any Rights
       Certificate shall exercise less than all the Rights
       evidenced thereby, a new Rights Certificate evidencing
       Rights equivalent to the Rights remaining unexercised shall
       be issued by the Rights Agent and delivered to, or upon the
       order of, the registered holder of such Rights Certificate,
       registered in such name or names as may be designated by
       such holder, subject to the provisions of Section 14 hereof.
  
            (e)  Notwithstanding anything in this Agreement to the
       contrary, from and after the first occurrence of a
       Triggering Event, any Rights beneficially owned by (i) an
       Acquiring Person or Adverse Person or an Associate or
       Affiliate of an Acquiring Person or Adverse Person, (ii) a
       transferee of an Acquiring Person or Adverse Person (or of
       any such Associate or Affiliate) who becomes a transferee
       after the Acquiring Person or Adverse Person becomes such,
       or (iii) a transferee of an Acquiring Person or Adverse
       Person (or of any such Associate or Affiliate) who becomes a
       transferee prior to or concurrently with the Acquiring
       Person or Adverse Person becoming such and receives such
       Rights pursuant to either (A) a transfer (whether or not for
       consideration) from the Acquiring Person or Adverse Person
       to holders of equity interests in such Acquiring Person or
       Adverse Person or to any Person with whom the Acquiring
       Person or Adverse Person has any continuing agreement,
       arrangement or understanding regarding the transferred
       Rights or (B) a transfer which the Board of Directors of the
       Company, with the concurrence of a majority of the
       Continuing Directors, has determined is part of a plan,
       arrangement or understanding which has as a primary purpose
       or effect the avoidance of this Section 7(e), shall become
       null and void without any further action and no holder of
       such Rights shall have any rights whatsoever with respect to
       such Rights, whether under any provision of this Agreement
       or otherwise.  The Company shall use all reasonable efforts
       to insure that the provisions of this Section 7(e) and
       Section 4(b) hereof are complied with, but shall have no
       liability to any holder of Rights Certificates or other
       Person as a result of its failure to make any determinations
       with respect to an Acquiring Person or Adverse Person or any
       of their respective Affiliates, Associates or transferees
       hereunder.
  
            (f)  Notwithstanding anything in this Agreement to the
       contrary, neither the Rights Agent nor the Company shall be
       obligated to undertake any action with respect to a
       registered holder upon the occurrence of any purported
       exercise as set forth in this Section 7 unless such
       registered holder shall have (i) completed and signed the
       certificate contained in the form of election to purchase
       set forth on the reverse side of the Rights Certificate
       surrendered for such exercise, and (ii) provided such
       additional evidence of the identity of the Beneficial Owner
       (or former Beneficial Owner) or Affiliates or Associates
       thereof as the Company shall reasonably request.
  
       Section  8.  Cancellation and Destruction of Rights
  Certificates.  All Rights Certificates surrendered for the
  purpose of exercise, transfer, split up, combination or exchange
  shall, if surrendered to the Company or any of its agents, be
  delivered to the Rights Agent for cancellation or in canceled
  form, or, if surrendered to the Rights Agent, shall be canceled
  by it, and no Rights Certificates shall be issued in lieu thereof
  except as expressly permitted by any of the provisions of this
  Agreement.  The Company shall deliver to the Rights Agent for
  cancellation and retirement, and the Rights Agent shall so cancel
  and retire, any other Rights Certificate purchased or acquired by
  the Company otherwise than upon the exercise thereof.  The Rights
  Agent shall deliver all canceled Rights Certificates to the
  Company, or shall, at the written request of the Company, destroy
  such canceled Rights Certificates, and in such case shall deliver
  a certificate of destruction thereof to the Company.
  
       Section  9.  Reservation and Availability of Capital Stock.
       
            (a)  The Company covenants and agrees that it will
       cause to be reserved and kept available out of its
       authorized and unissued shares of Preferred Stock (and,
       following the occurrence of a Triggering Event, out of its
       authorized and unissued shares of Common Stock and/or other
       securities or out of its authorized and issued shares held
       in its treasury), the number of shares of Preferred Stock
       (and, following the occurrence of a Triggering Event, Common
       Stock and/or other securities) that, as provided in this
       Agreement including Section 11(a)(iii) hereof, will be
       sufficient to permit the exercise in full of all outstanding
       Rights.
  
            (b)  So long as the shares of Preferred Stock (and,
       following the occurrence of a Triggering Event, Common Stock
       and/or other securities) issuable and deliverable upon the
       exercise of the Rights may be listed on any national
       securities exchange or automated quotation system, the
       Company shall use its reasonable efforts to cause, from and
       after such time as the Rights become exercisable, all shares
       reserved for such issuance to be listed on such exchange or
       automated quotation system upon official notice of issuance
       upon such exercise.
  
            (c)  The Company shall use its reasonable efforts to
       (i) file, as soon as practicable following the earliest date
       after the first occurrence of a Section 11(a)(ii) Event on
       which the consideration to be delivered by the Company upon
       exercise of the Rights has been determined in accordance
       with Section 11(a)(iii) hereof, a registration statement
       under the Securities Act of 1933, as amended (the "Act"),
       with respect to the securities purchasable upon exercise of
       the Rights on an appropriate form, (ii) cause such
       registration statement to become effective as soon as
       practicable after such filing, and (iii) cause such
       registration statement to remain effective (with a
       prospectus at all times meeting the requirements of the Act)
       until the earlier of (A) the date as of which the Rights are
       no longer exercisable for such securities, and (B) the date
       of the expiration of the Rights.  The Company will also take
       such action as may be appropriate under, or to ensure
       compliance with, the securities or "blue sky" laws of the
       various states in connection with the exercisability of the
       Rights. The Company may temporarily suspend, for a period of
       time not to exceed ninety (90) days after the date set forth
       in clause (i) of the first sentence of this Section 9(c),
       the exercisability of the Rights in order to prepare and
       file such registration statement and permit it to become
       effective.  Upon any such suspension, the Company shall
       issue a public announcement stating that the exercisability
       of the Rights has been temporarily suspended, as well as a
       public announcement at such time as the suspension is no
       longer in effect.  In addition, if the Company shall
       determine that a registration statement is required
       following the Distribution Date, the Company may temporarily
       suspend the exercisability of the Rights until such time as
       a registration statement has been declared effective.
       Notwithstanding any provision of this Agreement to the
       contrary, the Rights shall not be exercisable in any
       jurisdiction if the requisite qualification in such
       jurisdiction shall not have been obtained, the exercise
       thereof shall not be permitted under applicable law or a
       registration statement shall not have been declared
       effective.
  
            (d)  The Company covenants and agrees that it will take
       all such action as may be necessary to ensure that all one
       one-hundredths (1/100ths) of a share of Preferred Stock
       (and, following the occurrence of a Triggering Event, Common
       Stock and/or other securities) delivered upon exercise of
       Rights shall, at the time of delivery of the certificates
       for such shares (subject to payment of the Purchase Price),
       be duly and validly authorized and issued and fully paid and
       nonassessable.
  
            (e)  The Company further covenants and agrees that it
       will pay when due and payable any and all federal and state
       transfer taxes and charges which may be payable in respect
       of the issuance or delivery of the Rights Certificates and
       of any certificates for a number of one one-hundredths
       (1/100ths) of a share of Preferred Stock (or Common Stock
       and/or other securities, as the case may be) upon the
       exercise of Rights.  The Company shall not, however, be
       required to pay any transfer tax which may be payable in
       respect of any transfer or delivery of Rights Certificates
       to a Person other than, or the issuance or delivery of a
       number of one one-hundredths (1/100ths) of a share of
       Preferred Stock (or Common Stock and/or other securities, as
       the case may be) in respect of a name other than that of,
       the registered holder of the Rights Certificates evidencing
       Rights surrendered for exercise or to issue or deliver any
       certificates for a number of one one-hundredths (1/100ths)
       of a share of Preferred Stock (or Common Stock and/or other
       securities, as the case may be) in a name other than that of
       the registered holder upon the exercise of any Rights until
       such tax shall have been paid (any such tax being payable by
       the holder of such Rights Certificate at the time of
       surrender) or until it has been established to the Company's
       satisfaction that no such tax is due.
  
       Section  10.  Preferred Stock Record Date.  Each person in
  whose name any certificate for a number of one one-hundredths
  (1/100ths) of a share of Preferred Stock (or Common Stock and/or
  other securities, as the case may be) is issued upon the exercise
  of Rights shall for all purposes be deemed to have become the
  holder of record of such fractional shares of Preferred Stock (or
  Common Stock and/or other securities, as the case may be)
  represented thereby on, and such certificate shall be dated, the
  date upon which the Rights Certificate evidencing such Rights was
  duly surrendered and payment of the Purchase Price (and all
  applicable transfer taxes) was made; provided, however, that if
  the date of such surrender and payment is a date upon which the
  Preferred Stock (or Common Stock and/or other securities, as the
  case may be) transfer books of the Company are closed, such
  Person shall be deemed to have become the record holder of such
  shares (fractional or otherwise) on, and such certificate shall
  be dated, the next succeeding Business Day on which the Preferred
  Stock (or Common Stock and/or other securities, as the case may
  be) transfer books of the Company are open.  Prior to the
  exercise of the Rights evidenced thereby, the holder of a Rights
  Certificate shall not be entitled to any rights of a stockholder
  of the Company with respect to shares for which the Rights shall
  be exercisable, including, without limitation, the right to vote,
  to receive dividends or other distributions or to exercise any
  preemptive rights, and shall not be entitled to receive any
  notice of any proceedings of the Company, except as provided
  herein.
  
       Section  11.  Adjustment of Purchase Price, Number and Kind
  of Shares or Number of Rights.  The Purchase Price, the number
  and kind of shares covered by each Right and the number of Rights
  outstanding are subject to adjustment from time to time as
  provided in this Section 11.
  
            (a)  (i)  In the event the Company shall at any time
            after the date of this Agreement (A) declare a dividend
            on the Preferred Stock payable in shares of Preferred
            Stock, (B) subdivide the outstanding Preferred Stock,
            (C) combine the outstanding Preferred Stock into a
            smaller number of shares, or (D) issue any shares of
            its capital stock in a reclassification of the
            Preferred Stock (including, without limitation, any
            such reclassification in connection with a
            consolidation or merger in which the Company is the
            continuing or surviving corporation), except as
            otherwise provided in this Section 11(a) and Section
            7(e) hereof, the Purchase Price in effect at the time
            of the record date for such dividend or of the
            effective date of such subdivision, combination or
            reclassification, and the number and kind of shares of
            Preferred Stock or capital stock, as the case may be,
            issuable on such date, shall be proportionately
            adjusted so that the holder of any Right exercised
            after such time shall be entitled to receive, upon
            payment of the Purchase Price then in effect, the
            aggregate number and kind of shares of Preferred Stock
            or capital stock, as the case may be, which, if such
            Right had been exercised immediately prior to such date
            and at a time when the Preferred Stock transfer books
            of the Company were open, he or she would have owned
            upon such exercise and been entitled to receive by
            virtue of such dividend, subdivision, combination or
            reclassification.  If an event occurs which would
            require an adjustment under both this Section 11(a)(i)
            and Section 11(a)(ii) hereof, the adjustment provided
            for in this Section 11(a)(i) shall be in addition to,
            and shall be made prior to, any adjustment required
            pursuant to Section 11(a)(ii) hereof.
       
                 (ii) In the event that:
       
                      (A)  any Person (other than the Company, any
                 Subsidiary of the Company, any employee benefit
                 plan or compensation arrangement of the Company or
                 of any Subsidiary of the Company, or any Person or
                 entity organized, appointed or established by the
                 Company for or pursuant to the terms of any such
                 plan), alone or together with its Affiliates and
                 Associates, shall, at any time after the Rights
                 Dividend Declaration Date, become an Acquiring
                 Person, unless the event causing the Person to
                 become an Acquiring Person is (1) a transaction
                 set forth in Section 13(a) hereof or (2) an
                 acquisition of shares of Common Stock pursuant to
                 a tender offer or an exchange offer for all
                 outstanding shares of Common Stock at a price and
                 on terms determined by at least a majority of the
                 members of the Board of Directors who are not
                 officers of the Company and who are not
                 representatives, nominees, Affiliates or
                 Associates of an Acquiring Person, with the
                 concurrence of a majority of the Continuing
                 Directors, after receiving advice from one or more
                 investment banking firms, to be (a) at a price
                 which is fair to stockholders (taking into account
                 all factors which such members of the Board of
                 Directors deem relevant including, without
                 limitation, prices which could reasonably be
                 achieved if the Company or its assets were sold on
                 an orderly basis designed to realize maximum
                 value) and (b) otherwise in the best interests of
                 the Company and its stockholders (a "Qualifying
                 Offer") or (B) the Board of Directors of the
                 Company shall declare any Person to be an Adverse
                 Person, upon a determination that such Person,
                 alone or together with its Affiliates and
                 Associates, has, at any time after the Rights
                 Dividend Declaration Date become the Beneficial
                 Owner of a number of shares of Common Stock which
                 the Board of Directors of the Company determines
                 to be substantial (which number of shares shall in
                 no event represent less than 10% of the
                 outstanding shares of Common Stock) and a
                 determination by the Board of Directors of the
                 Company, after reasonable inquiry and
                 investigation, including consultation with such
                 Persons as such directors shall deem appropriate
                 and consideration of such factors as are permitted
                 by applicable law, that (a) such Beneficial
                 Ownership by such Person is intended to cause the
                 Company to repurchase the shares of Common Stock
                 beneficially owned by such Person or to cause
                 pressure on the Company to take action or enter
                 into a transaction or series of transactions
                 intended to provide such Person with short-term
                 financial gain under circumstances where the Board
                 of Directors determines that the best long-term
                 interests of the Company would not be served by
                 taking such action or entering into such
                 transaction or series of transactions at the time
                 or (b) such Beneficial Ownership is causing or
                 reasonably likely to cause a material adverse
                 impact (including, but not limited to, impairment
                 of relationships with customers or impairment of
                 the Company's ability to maintain its competitive
                 position) on the business, financial condition,
                 competitive position or prospects of the Company;
  
            then, promptly following the occurrence of any event
            described in Section 11(a)(ii)(A) or (B) hereof, proper
            provision shall be made so that each holder of a Right
            (except as provided below and in Section 7(e) and
            Section 24 hereof) shall thereafter have the right to
            receive, upon exercise thereof at the then current
            Purchase Price in accordance with the terms of this
            Agreement, in lieu of a number of one one-hundredths
            (1/100ths) of a share of Preferred Stock, such number
            of shares of Common Stock of the Company as shall equal
            the result obtained by (x) multiplying the then current
            Purchase Price by the then number of one one-hundredths
            (1/100ths) of a share of Preferred Stock for which a
            Right was exercisable immediately prior to the first
            occurrence of a Section 11(a)(ii) Event, and (y)
            dividing that product (which, following such first
            occurrence, shall thereafter be referred to as the
            "Purchase Price" for each Right and for all purposes of
            this Agreement) by 50% of the Current Market Price
            (determined pursuant to Section 11(d) hereof) per share
            of Common Stock on the date of such first occurrence
            (such number of shares, the "Adjustment Shares").
  
                 (iii)     In the event that the number of shares
            of Common Stock which are authorized by the Company's
            Articles of Incorporation but not outstanding or
            reserved for issuance for purposes other than upon
            exercise of the Rights are not sufficient to permit the
            exercise in full of the Rights in accordance with the
            foregoing subparagraph (ii) of this Section 11(a), the
            Company shall (A) determine the value of the Adjustment
            Shares issuable upon the exercise of a Right (the
            "Current Value"), and (B) with  respect to each Right
            (subject to Section 7(e) hereof), make adequate
            provision to substitute for the Adjustment Shares, upon
            the exercise of a Right and  payment of the applicable
            Purchase Price, (1) cash, (2) a reduction in the
            Purchase Price, (3) Common Stock or other equity
            securities of the Company  (including, without
            limitation, shares, or units of shares, of preferred
            stock, such as the Preferred Stock, which the Board has
            deemed to have essentially the same value or economic
            rights as shares of Common Stock (such shares of
            preferred stock being referred to as "Common Stock
            Equivalents")), (4) debt securities of the Company, (5)
            other assets, or (6) any combination of the foregoing,
            having an aggregate value equal to the Current Value
            (less the amount of any reduction in the Purchase
            Price), where such aggregate value has been determined
            by the Board based upon the advice of a nationally
            recognized investment banking firm selected by the
            Board; provided, however, that if the Company shall not
            have made adequate provision to deliver value pursuant
            to clause (B) above within thirty (30) days following
            the later of (x) the first occurrence of a Section
            11(a)(ii) Event and (y) the date on which the Company's
            right of redemption pursuant to Section 23(a) expires
            (the later of (x) and (y) being referred to herein as
            the "Section 11(a)(ii) Trigger Date"), then the Company
            shall be obligated to deliver, upon the surrender for
            exercise of a Right and without requiring payment of
            the Purchase Price, shares of Common Stock (to the
            extent available) and then, if necessary, cash, which
            shares and/or cash have an aggregate value equal to the
            Spread.  For purposes of the preceding sentence, the
            term "Spread" shall mean the excess of (i) the Current
            Value over (ii) the Purchase Price.  If the Board
            determines in good faith that it is likely that
            sufficient additional shares of Common Stock could be
            authorized for issuance upon exercise in full of the
            Rights, the thirty (30) day period set forth above may
            be extended to the extent necessary, but not more than
            ninety (90) days after the Section 11(a)(ii) Trigger
            Date, in order that the Company may seek shareholder
            approval for the authorization of such additional
            shares (such thirty (30) day period, as it may be
            extended, is herein called the "Substitution Period").
            To the extent that action is to be taken pursuant to
            the first and/or third sentences of this Section 11(a)
            (iii), the Company (1) shall provide, subject to
            Section 7(e) hereof, that such action shall apply
            uniformly to all outstanding Rights, and (2) may
            suspend the exercisability of the Rights until the
            expiration of the Substitution Period in order to seek
            such shareholder approval for such authorization of
            additional shares and/or to decide the appropriate form
            of distribution to be made pursuant to such first
            sentence and to determine the value thereof.  In the
            event of any such suspension, the Company shall issue a
            public announcement stating that the exercisability of
            the Rights has been temporarily suspended, as well as a
            public announcement at such time as the suspension is
            no longer in effect.  For purposes of this Section
            11(a)(iii), the value of each Adjustment Share shall be
            the Current Market Price per share of the Common Stock
            on the Section 11(a)(ii) Trigger Date and the per share
            or per unit value of any Common Stock Equivalent shall
            be deemed to equal the Current Market Price per share
            of the Common Stock on such date. The Board of
            Directors of the Company may, but shall not be required
            to, establish procedures to allocate the right to
            receive shares of Common Stock upon the exercise of the
            Rights among holders of Rights pursuant to this Section
            11(a)(iii).
  
            (b)  In case the Company shall fix a record date for
       the issuance of rights (other than the Rights), options or
       warrants to all holders of Preferred Stock entitling them to
       subscribe for or purchase (for a period expiring within
       forty-five (45) calendar days after such record date)
       Preferred Stock (or shares having the same rights,
       privileges and preferences as the shares of Preferred Stock
       ("Equivalent Preferred Stock")) or securities convertible
       into Preferred Stock or Equivalent Preferred Stock at a
       price per share of Preferred Stock or per share of
       Equivalent Preferred Stock (or having a conversion price per
       share, if a security convertible into Preferred Stock or
       Equivalent Preferred Stock) less than the Current Market
       Price (as determined pursuant to Section 11(d) hereof) per
       share of Preferred Stock on such record date, the Purchase
       Price to be in effect after such record date shall be
       determined by multiplying the Purchase Price in effect
       immediately prior to such record date by a fraction, the
       numerator of which shall be the number of shares of
       Preferred Stock outstanding on such record date, plus the
       number of shares of Preferred Stock which the aggregate
       offering price of the total number of shares of Preferred
       Stock and/or Equivalent Preferred Stock so to be offered
       (and/or the aggregate initial conversion price of the
       convertible securities so to be offered) would purchase at
       such Current Market Price, and the denominator of which
       shall be the number of shares of Preferred Stock outstanding
       on such record date, plus the number of additional shares of
       Preferred Stock and/or Equivalent Preferred Stock to be
       offered for subscription or purchase (or into which the
       convertible securities so to be offered are initially
       convertible).  In case such subscription price may be paid
       by delivery of consideration part or all of which may be in
       a form other than cash, the value of such consideration
       shall be as determined in good faith by the Board of
       Directors of the Company, whose determination shall be
       described in a statement filed with the Rights Agent and
       shall be binding on the Rights Agent and the holders of the
       Rights.  Shares of Preferred Stock owned by or held for the
       account of the Company shall not be deemed outstanding for
       the purpose of any such computation.  Such adjustment shall
       be made successively whenever such a record date is fixed,
       and in the event that such rights or warrants are not so
       issued, the Purchase Price shall be adjusted to be the
       Purchase Price which would then be in effect if such record
       date had not been fixed.
  
            (c)  In case the Company shall fix a record date for a
       distribution to all holders of Preferred Stock (including
       any such distribution made in connection with a
       consolidation or merger in which the Company is the
       continuing corporation) of evidences of indebtedness, cash
       (other than a regular quarterly cash dividend out of the
       earnings or retained earnings of the Company), assets (other
       than a dividend payable in Preferred Stock, but including
       any dividend payable in stock other than Preferred Stock) or
       subscription rights or warrants (excluding those referred to
       in Section 11(b) hereof), the Purchase Price to be in effect
       after such record date shall be determined by multiplying
       the Purchase Price in effect immediately prior to such
       record date by a fraction, the numerator of which shall be
       the Current Market Price (as determined pursuant to Section
       11(d) hereof) per share of Preferred Stock on such record
       date, less the fair market value (as determined in good
       faith by the Board of Directors of the Company, whose
       determination shall be described in a statement filed with
       the Rights Agent and shall be binding on the Rights Agent
       and the holders of the Rights) of the portion of the cash,
       assets or evidences of indebtedness so to be distributed or
       of such subscription rights or warrants applicable to a
       share of Preferred Stock and the denominator of which shall
       be such Current Market Price (as determined pursuant to
       Section 11(d) hereof) per share of Preferred Stock.  Such
       adjustments shall be made successively whenever such a
       record date is fixed, and in the event that such
       distribution is not so made, the Purchase Price shall be
       adjusted to be the Purchase Price which would have been in
       effect if such record date had not been fixed.
  
            (d)  (i)  For the purpose of any computation hereunder,
            other than computations made pursuant to Section
            11(a)(iii) hereof, the "Current Market Price" per share
            of Common Stock on any date shall be deemed to be the
            average of the daily closing prices per share of such
            Common Stock for the thirty (30) consecutive Trading
            Days immediately prior to such date, and for purposes
            of computations made pursuant to Section 11(a)(iii)
            hereof, the Current Market Price per share of Common
            Stock on any date shall be deemed to be the average of
            the daily closing prices per share of such Common Stock
            for the ten (10) consecutive Trading Days immediately
            following such date; provided, however, that in the
            event that the Current Market Price per share of the
            Common Stock is determined during a period following
            the announcement by the issuer of such Common Stock of
            (A) a dividend or distribution on such Common Stock
            payable in shares of such Common Stock or securities
            convertible into shares of such Common Stock (other
            than the Rights), or (B) any subdivision, combination
            or reclassification of such Common Stock, and the ex-
            dividend date for such dividend or distribution, or the
            record date for such subdivision, combination or
            reclassification shall not have occurred prior to the
            commencement of the requisite thirty (30) Trading Day
            or ten (10) Trading Day period, as set forth above,
            then, and in each such case, the Current Market Price
            shall be properly adjusted to take into account ex-
            dividend trading.  The closing price for each day shall
            be the last sale price, regular way, or, in case no
            such sale takes place on such day, the average of the
            closing bid and asked prices, regular way, in either
            case as reported in the principal consolidated
            transaction reporting system with respect to securities
            listed or admitted to trading on the American Stock
            Exchange or, if the shares of Common Stock are not
            listed or admitted to trading on the American Stock
            Exchange, as reported in the principal consolidated
            transaction reporting system with respect to securities
            listed on the principal national securities exchange on
            which the shares of Common Stock are listed or admitted
            to trading or, if the shares of Common Stock are not
            listed or admitted to trading on any national
            securities exchange, the last quoted price or, if not
            so quoted, the average of the high bid and low asked
            prices in the over-the-counter market, as reported by
            the National Association of Securities Dealers, Inc.
            Automated Quotation System ("NASDAQ") or such other
            system then in use, or, if on any such date the shares
            of Common Stock are not quoted by any such
            organization, the average of the closing bid and asked
            prices as furnished by a professional market maker
            making a market in the Common Stock selected by the
            Board.  If on any such date no market maker is making a
            market in the Common Stock, the fair value of such
            shares on such date as determined in good faith by the
            Board shall be used.  The term "Trading Day" shall mean
            a day on which the principal national securities
            exchange on which the shares of Common Stock are listed
            or admitted to trading is open for the transaction of
            business or, if the shares of Common Stock are not
            listed or admitted to trading on any national
            securities exchange, a Business Day.  If the Common
            Stock is not publicly held or not so listed or traded,
            Current Market Price per share shall mean the fair
            value per share as determined in good faith by the
            Board, whose determination shall be described in a
            statement filed with the Rights Agent and shall be
            conclusive for all purposes.
  
                 (ii) For the purpose of any computation hereunder,
            the Current Market Price per share of Preferred Stock
            shall be determined in the same manner as set forth
            above for the Common Stock in clause (i) of this
            Section 11(d) (other than the last sentence thereof).
            If the Current Market Price per share of Preferred
            Stock cannot be determined in the manner provided above
            or if the Preferred Stock is not publicly held or
            listed or traded in a manner described in clause (i) of
            this Section 11(d), the Current Market Price per share
            of Preferred Stock shall be conclusively deemed to be
            an amount equal to 100 (as such number may be
            appropriately adjusted for such events as stock splits,
            stock dividends and recapitalizations with respect to
            the Common Stock occurring after the date of this
            Agreement) multiplied by the Current Market Price per
            share of the Common Stock.  If neither the Common Stock
            nor the Preferred Stock is publicly held or so listed
            or traded, Current Market Price per share of the
            Preferred Stock shall mean the fair value per share as
            determined in good faith by the Board, whose
            determination shall be described in a statement filed
            with the Rights Agent and shall be conclusive for all
            purposes.
  
            (e)  Anything herein to the contrary notwithstanding,
       no adjustment in the Purchase Price shall be required unless
       such adjustment would require an increase or decrease of at
       least one percent (1%) in the Purchase Price; provided,
       however, that any adjustments which by reason of this
       Section 11(e) are not required to be made shall be carried
       forward and taken into account in any subsequent adjustment.
       All calculations under this Section 11 shall be made to the
       nearest cent or to the nearest ten-thousandth of a share of
       Common Stock or other share or one-millionth of a share of
       Preferred Stock, as the case may be.  Notwithstanding the
       first sentence of this Section 11(e), any adjustment
       required by this Section 11 shall be made no later than the
       earlier of (i) three (3) years from the date of the
       transaction which mandates such adjustment, or (ii) the
       Expiration Date.
  
            (f)  If as a result of an adjustment made pursuant to
       Section 11(a)(ii) or Section 13(a) hereof, the holder of any
       Right thereafter exercised shall become entitled to receive
       any shares of capital stock other than Preferred Stock,
       thereafter the number of such other shares so receivable
       upon exercise of any Right and the Purchase Price thereof
       shall be subject to adjustment from time to time in a manner
       and on terms as nearly equivalent as practicable to the
       provisions with respect to the Preferred Stock contained in
       Sections 11(a), (b), (c), (e), (g), (h), (i), (j), (k) and
       (m), and the provisions of Sections 7, 9, 10, 13 and 14
       hereof with respect to the Preferred Stock shall apply on
       like terms to any such other shares.
  
            (g)  All Rights originally issued by the Company
       subsequent to any adjustment made to the Purchase Price
       hereunder shall evidence the right to purchase, at the
       adjusted Purchase Price, the number of one one-hundredths
       (1/100ths) of a share of Preferred Stock purchasable from
       time to time hereunder upon exercise of the Rights, all
       subject to further adjustment as provided herein.
  
            (h)  Unless the Company shall have exercised its
       election as provided in Section 11(i), upon each adjustment
       of the Purchase Price as a result of the calculations made
       in Sections 11(b) and (c), each Right outstanding
       immediately prior to the making of such adjustment shall
       thereafter evidence the right to purchase, at the adjusted
       Purchase Price, that number of one one-hundredths (1/100ths)
       of a share of Preferred Stock (calculated to the nearest one-
       millionth) obtained by (i) multiplying (x) the number of one
       one-hundredths (1/100ths) of a share covered by a Right
       immediately prior to this adjustment, by (y) the Purchase
       Price in effect immediately prior to such adjustment of the
       Purchase Price, and (ii) dividing the product so obtained by
       the Purchase Price in effect immediately after such
       adjustment of the Purchase Price.
  
            (i)  The Company may elect on or after the date of any
       adjustment of the Purchase Price to adjust the number of
       Rights, in lieu of any adjustment in the number of one one-
       hundredths (1/100ths) of a share of Preferred Stock
       purchasable upon the exercise of a Right.  Each of the
       Rights outstanding after the adjustment in the number of
       Rights shall be exercisable for the number of one one-
       hundredths (1/100ths) of a share of Preferred Stock for
       which a Right was exercisable immediately prior to such
       adjustment.  Each Right held of record prior to such
       adjustment of the number of Rights shall become that number
       of Rights (calculated to the nearest one ten-thousandth)
       obtained by dividing the Purchase Price in effect
       immediately prior to adjustment of the Purchase Price by the
       Purchase Price in effect immediately after adjustment of the
       Purchase Price.  The Company shall make a public
       announcement of its election to adjust the number of Rights,
       indicating the record date for the adjustment, and, if known
       at the time, the amount of the adjustment to be made.  This
       record date may be the date on which the Purchase Price is
       adjusted or any day thereafter, but, if the Rights
       Certificates have been issued, shall be at least ten (10)
       days later than the date of the public announcement.  If
       Rights Certificates have been issued, upon each adjustment
       of the number of Rights pursuant to this Section 11(i), the
       Company shall, as promptly as practicable, cause to be
       distributed to holders of record of Rights Certificates on
       such record date Rights Certificates evidencing, subject to
       Section 14 hereof, the additional Rights to which such
       holders shall be entitled as a result of such adjustment,
       or, at the option of the Company, shall cause to be
       distributed to such holders of record in substitution and
       replacement for the Rights Certificates held by such holders
       prior to the date of adjustment, and upon surrender thereof,
       if required by the Company, new Rights Certificates
       evidencing all the Rights to which such holders shall be
       entitled after such adjustment.  Rights Certificates so to
       be distributed shall be issued, executed and countersigned
       in the manner provided for herein (and may bear, at the
       option of the Company, the adjusted Purchase Price) and
       shall be registered in the names of the holders of record of
       Rights Certificates on the record date specified in the
       public announcement.
  
            (j)  Irrespective of any adjustment or change in the
       Purchase Price or the number of one one-hundredths
       (1/100ths) of a share of Preferred Stock issuable upon the
       exercise of the Rights, the Rights Certificates theretofore
       and thereafter issued may continue to express the Purchase
       Price per one one-hundredths (1/100ths) of a share and the
       number of one one-hundredths (1/100ths) of a share which
       were expressed in the initial Rights Certificates issued
       hereunder.
  
            (k)  Before taking any action that would cause an
       adjustment reducing the Purchase Price below the then stated
       value, if any, of the number of one one-hundredths
       (1/100ths) of a share of Preferred Stock issuable upon
       exercise of the Rights, the Company shall take any corporate
       action which may, in the opinion of its counsel, be
       necessary in order that the Company may validly and legally
       issue fully paid and nonassessable such number of one one-
       hundredths (1/100ths) of a share of Preferred Stock at such
       adjusted Purchase Price.
  
            (l)  In any case in which this Section 11 shall require
       that an adjustment in the Purchase Price be made effective
       as of a record date for a specified event, the Company may
       elect to defer until the occurrence of such event the
       issuance to the holder of any Right exercised after such
       record date the number of one one-hundredths (1/100ths) of a
       share of Preferred Stock and other capital stock or
       securities of the Company, if any, issuable upon such
       exercise over and above the number of one one-hundredths
       (1/100ths) of a share of Preferred Stock and other capital
       stock or securities of the Company, if any, issuable upon
       such exercise on the basis of the Purchase Price in effect
       prior to such adjustment; provided, however, that the
       Company shall deliver to such holder a due bill or other
       appropriate instrument evidencing such holder's right to
       receive such additional shares (fractional or otherwise) or
       securities upon the occurrence of the event requiring such
       adjustment.
  
            (m)  Anything in this Section 11 to the contrary
       notwithstanding, the Company shall be entitled to make such
       reductions in the Purchase Price, in addition to those
       adjustments expressly required by this Section 11, as and to
       the extent that in their good faith judgment the Board of
       Directors of the Company shall determine to be advisable in
       order that any (i) consolidation or subdivision of the
       Preferred Stock, (ii) issuance wholly for cash of any shares
       of Preferred Stock at less than the Current Market Price,
       (iii) issuance wholly for cash of shares of Preferred Stock
       or securities which by their terms are convertible into or
       exchangeable for shares of Preferred Stock, (iv) stock
       dividends or (v) issuance of rights, options or warrants
       referred to in this Section 11, hereafter made by the
       Company to holders of its Preferred Stock shall not be
       taxable to such stockholders.
  
            (n)  The Company covenants and agrees that it shall
       not, at any time after the Distribution Date, (i)
       consolidate with any other Person (other than a Subsidiary
       of the Company in a transaction which complies with Section
       11(o) hereof), (ii) merge with or into any other Person
       (other than a Subsidiary of the Company in a transaction
       which complies with Section 11(o) hereof), or (iii) sell or
       transfer (or permit any Subsidiary to sell or transfer), in
       one transaction, or a series of related transactions, assets
       or earning power aggregating more than 50% of the assets or
       earning power of the Company and its Subsidiaries (taken as
       a whole) to any other Person or Persons (other than the
       Company and/or any of its Subsidiaries in one or more
       transactions each of which complies with Section 11(o)
       hereof), if (x) at the time of or immediately after such
       consolidation, merger or sale there are any rights, warrants
       or other instruments or securities outstanding or agreements
       in effect which would substantially diminish or otherwise
       eliminate the benefits intended to be afforded by the Rights
       or (y) prior to, simultaneously with or immediately after
       such consolidation, merger or sale, the shareholders of the
       Person who constitutes, or would constitute, the "Principal
       Party" for purposes of Section 13(a) hereof shall have
       received a distribution of Rights previously owned by such
       Person or any of its Affiliates and Associates.
  
            (o)  The Company covenants and agrees that, after the
       Distribution Date, it will not, except as permitted by
       Section 23 or Section 27 hereof, take (or permit any
       Subsidiary to take) any action if at the time such action is
       taken it is reasonably foreseeable that such action will
       diminish substantially or otherwise eliminate the benefits
       intended to be afforded by the Rights.
  
            (p)  Anything in this Agreement to the contrary
       notwithstanding, in the event that the Company shall at any
       time after the Rights Dividend Declaration Date and prior to
       the Distribution Date (i) declare a dividend on the
       outstanding shares of Common Stock payable in shares of
       Common Stock, (ii) subdivide the outstanding shares of
       Common Stock, or (iii) combine the outstanding shares of
       Common Stock into a smaller number of shares, the number of
       Rights associated with each share of Common Stock then
       outstanding, or issued or delivered thereafter but prior to
       the Distribution Date, shall be proportionately adjusted so
       that the number of Rights thereafter associated with each
       share of Common Stock following any such event shall equal
       the result obtained by multiplying the number of Rights
       associated with each share of Common Stock immediately prior
       to such event by a fraction the numerator of which shall be
       the total number of shares of Common Stock outstanding
       immediately prior to the occurrence of the event and the
       denominator of which shall be the total number of shares of
       Common Stock outstanding immediately following the
       occurrence of such event.
  
            (q)  The failure of the Board of Directors at any time
       to declare a Person to be an Adverse Person following such
       Person becoming the Beneficial Owner of shares of Common
       Stock representing 10% or more of the outstanding shares of
       Common Stock shall not imply that such Person is not an
       Adverse Person or limit the Board of Directors' right at any
       time in the future to declare such Person to be an Adverse
       Person.
  
       Section 12.  Certificate of Adjusted Purchase Price or
  Number of Shares.  Whenever an adjustment is made as provided in
  Section 11 and Section 13 hereof, the Company shall (a) promptly
  prepare a certificate setting forth such adjustment and a brief
  statement of the facts accounting for such adjustment, (b)
  promptly file with the Rights Agent, and with each transfer agent
  for the Preferred Stock and the Common Stock, a copy of such
  certificate, and (c) mail a brief summary thereof to each holder
  of a Rights Certificate (or, if prior to the Distribution Date,
  to each holder of a certificate representing shares of Common
  Stock) in accordance with Section 26 hereof.  The Rights Agent
  shall be fully protected in relying on any such certificate and
  on any adjustment therein contained.
  
       Section 13.  Consolidation, Merger or Sale or Transfer of
  Assets or Earning Power
  
            (a)  In the event that, following the Stock Acquisition
       Date, directly or indirectly, (x) the Company shall
       consolidate with, or merge with and into, any other Person
       (other than a Subsidiary of the Company in a transaction
       which complies with Section 11(o) hereof), and the Company
       shall not be the continuing or surviving corporation of such
       consolidation or merger, (y) any Person (other than a
       Subsidiary of the Company in a transaction which complies
       with Section 11(o) hereof) shall consolidate with, or merge
       with or into, the Company, and the Company shall be the
       continuing or surviving corporation of such consolidation or
       merger and, in connection with such consolidation or merger,
       all or part of the outstanding shares of Common Stock shall
       be changed into or exchanged for stock or other securities
       of any other Person or cash or any other property, or (z)
       the Company shall sell or otherwise transfer (or one or more
       of its Subsidiaries shall sell or otherwise transfer), in
       one transaction or a series of related transactions, assets
       or earning power aggregating more than 50% of the assets or
       earning power of the Company and its Subsidiaries (taken as
       a whole) to any Person or Persons (other than the Company or
       any Subsidiary of the Company in one or more transactions
       each of which complies with Section 11(o) hereof), then, and
       in each such case (except as may be contemplated by Section
       13(d) hereof), proper provision shall be made so that: (i)
       each holder of a Right, except as provided in Section 7(e)
       hereof, shall thereafter have the right to receive, upon the
       exercise thereof at the then current Purchase Price in
       accordance with the terms of this Agreement, such number of
       validly authorized and issued, fully paid, non-assessable
       and freely tradable shares of Common Stock of the Principal
       Party (as such term is hereinafter defined), not subject to
       any liens, encumbrances, preemptive rights, rights of first
       refusal or other adverse claims, as shall be equal to the
       result obtained by (1) multiplying the then current Purchase
       Price by the number of one one-hundredths (1/100ths) of a
       share of Preferred Stock for which a Right is exercisable
       immediately prior to the first occurrence of a Section 13
       Event (or, if a Section 11(a)(ii) Event has occurred prior
       to the first occurrence of a Section 13 Event, multiplying
       the number of such one one-hundredths (1/100ths) of a share
       for which a Right was exercisable immediately prior to the
       first occurrence of a Section 11(a)(ii) Event by the
       Purchase Price in effect immediately prior to such first
       occurrence), and dividing that product (which, following the
       first occurrence of a Section 13 Event, shall be referred to
       as the "Purchase Price" for each Right and for all purposes
       of this Agreement) by (2) 50% of the Current Market Price
       (determined pursuant to Section 11(d)(i) hereof) per share
       of the Common Stock of such Principal Party on the date of
       consummation of such Section 13 Event; (ii) such Principal
       Party shall thereafter be liable for, and shall assume, by
       virtue of such Section 13 Event, all the obligations and
       duties of the Company pursuant to this Agreement; (iii) the
       term "Company" shall thereafter be deemed to refer to such
       Principal Party, it being specifically intended that the
       provisions of Section 11 hereof shall apply only to such
       Principal Party following the first occurrence of a Section
       13 Event; (iv) such Principal Party shall take such steps
       (including, but not limited to, the reservation of a
       sufficient number of shares of its Common Stock) in
       connection with the consummation of any such transaction as
       may be necessary to assure that the provisions hereof shall
       thereafter be applicable, as nearly as reasonably may be, in
       relation to its shares of Common Stock thereafter
       deliverable upon the exercise of the Rights; and (v) the
       provisions of Section 11(a)(ii) hereof shall be of no effect
       following the first occurrence of any Section 13 Event.
       
            (b)  "Principal Party" shall mean:
       
                 (i)  in the case of any transaction described in
            clause (x) or (y) of the first sentence of Section
            13(a), the Person that is the issuer of any securities
            into which shares of Common Stock of the Company are
            converted in such merger or consolidation, and if no
            securities are so issued, the Person that is the other
            party to such merger or consolidation; and
            
                 (ii) in the case of any transaction described in
            clause (z) of the first sentence of Section 13(a), the
            Person that is the party receiving the greatest portion
            of the assets or earning power transferred pursuant to
            such transaction or transactions;
  
       provided, however, that in any such case, (1) if the Common
       Stock of such Person is not at such time and has not been
       continuously over the preceding twelve (12) month period
       registered under Section 12 of the Exchange Act, and such
       Person is a direct or indirect Subsidiary of another Person
       the Common Stock of which is and has been so registered,
       "Principal Party" shall refer to such other Person; (2) in
       case such Person is a Subsidiary, directly or indirectly, of
       more than one Person, the Common Stocks of two or more of
       which are and have been so registered, "Principal Party"
       shall refer to whichever of such Persons is the issuer of
       the Common Stock having the greatest aggregate market value;
       and (3) in case such Person is, or is owned directly or
       indirectly by, a partnership or joint venture formed by two
       or more Persons that are not owned, directly or indirectly,
       by the same Person, the rules set forth in (1) and (2) above
       shall apply to each of the chains of ownership having an
       interest in such joint venture as if such party were a
       "Subsidiary" of both or all of such joint venturers and the
       Principal Parties in each such chain shall bear the
       obligations set forth in this Section 13 in the same ratio
       as their direct or indirect interests in such Person bear to
       the total of such interests.
       
            (c)  The Company shall not consummate any such
       consolidation, merger, sale or transfer unless the Principal
       Party shall have a sufficient number of authorized shares of
       its Common Stock which have not been issued or reserved for
       issuance to permit the exercise in full of the Rights in
       accordance with this Section 13 and unless prior thereto the
       Company and such Principal Party shall have executed and
       delivered to the Rights Agent a supplemental agreement
       providing for the Principal Party to assume and perform the
       terms set forth in paragraphs (a) and (b) of this Section 13
       and further providing that, as soon as practicable after the
       date of any consolidation, merger or sale of assets
       mentioned in paragraph (a) of this Section 13, the Principal
       Party will:
       
                 (i)  prepare and file a registration statement
            under the Act, with respect to the Rights and the
            securities purchasable upon exercise of the Rights on
            an appropriate form, and will use its best efforts to
            cause such registration statement to (A) become
            effective as soon as practicable after such filing and
            (B) remain effective (with a prospectus at all times
            meeting the requirements of the Act) until the
            Expiration Date;
            
                 (ii) use its best efforts to qualify or register
            the Rights and the securities purchasable upon exercise
            of the Rights under the "blue sky laws" of such
            jurisdictions as may be necessary or appropriate; and
            
                 (iii)     will deliver to holders of the Rights
            historical financial statements for the Principal Party
            and each of its Affiliates which comply in all respects
            with the requirements for registration on Form 10 under
            the Exchange Act.
  
       The provisions of this Section 13 shall similarly apply to
       successive mergers or consolidations or sales or other
       transfers.  In the event that a Section 13 Event shall occur
       at any time after the occurrence of a Section 11(a)(ii)
       Event, the Rights which have not theretofore been exercised
       shall thereafter become exercisable in the manner described
       in Section 13(a).
       
            (d)  Notwithstanding anything in this Agreement to the
       contrary, Section 13 shall not be applicable to a
       transaction described in subparagraphs (x) and (y) of
       Section 13(a) if (i) such transaction is consummated with a
       Person or Persons who acquired shares of Common Stock
       pursuant to a Qualifying Offer (or a wholly owned subsidiary
       of any such Person or Persons), (ii) the price per share of
       Common Stock offered in such transaction is not less than
       the price per share of Common Stock paid to all holders of
       shares of Common Stock whose shares were purchased pursuant
       to such Qualifying Offer and (iii) the form of consideration
       being offered to the remaining holders of shares of Common
       Stock pursuant to such transaction is the same as the form
       of consideration paid pursuant to such Qualifying Offer.
       Upon consummation of any such transaction contemplated by
       this Section 13(d), all Rights hereunder shall expire.
  
       Section 14.  Fractional Rights and Fractional Shares.
  
            (a)  The Company shall not be required to issue
       fractions of Rights, except prior to the Distribution Date
       as provided in Section 11(p) hereof, or to distribute Rights
       Certificates which evidence fractional Rights.  In lieu of
       such fractional Rights, there shall be paid to the
       registered holders of the Rights Certificates with regard to
       which such fractional Rights would otherwise be issuable, an
       amount in cash equal to the same fraction of the current
       market value of a whole Right.  For purposes of this Section
       14(a), the current market value of a whole Right shall be
       the closing price of the Rights for the Trading Day
       immediately prior to the date on which such fractional
       Rights would have been otherwise issuable.  The closing
       price of the Rights for any day shall be the last sale
       price, regular way, or, in case no such sale takes place on
       such day, the average of the closing bid and asked prices,
       regular way, in either case as reported in the principal
       consolidated transaction reporting system with respect to
       securities listed or admitted to trading on the American
       Stock Exchange or, if the Rights are not listed or admitted
       to trading on the American Stock Exchange, as reported in
       the principal consolidated transaction reporting system with
       respect to securities listed on the principal national
       securities exchange on which the Rights are listed or
       admitted to trading, or if the Rights are not listed or
       admitted to trading on any national securities exchange, the
       last quoted price or, if not so quoted, the average of the
       high bid and low asked prices in the over-the-counter
       market, as reported by NASDAQ or such other system then in
       use or, if on any such date the Rights are not quoted by any
       such organization, the average of the closing bid and asked
       prices as furnished by a professional market maker making a
       market in the Rights selected by the Board of Directors of
       the Company.  If on any such date no such market maker is
       making a market in the Rights the fair value of the Rights
       on such date as determined in good faith by the Board of
       Directors of the Company shall be used.
       
            (b)  The Company shall not be required to issue
       fractions of shares of Preferred Stock (other than fractions
       which are integral multiples of one one-hundredth (1/100th)
       of a share of Preferred Stock) upon exercise of the Rights
       or to distribute certificates which evidence fractional
       shares of Preferred Stock (other than fractions which are
       integral multiples of one one-hundredth (1/100th) of a share
       of Preferred Stock).  In lieu of fractional shares of
       Preferred Stock that are not integral multiples of one one-
       hundredth (1/100th) of a share of Preferred Stock, the
       Company may pay to the registered holders of Rights
       Certificates at the time such Rights are exercised as herein
       provided an amount in cash equal to the same fraction of the
       current market value of one one-hundredth (1/100th) of a
       share of Preferred Stock.  For purposes of this Section
       14(b), the current market value of one one-hundredth
       (1/100th) of a share of Preferred Stock shall be one one-
       hundredth (1/100th) of the closing price of a share of
       Preferred Stock (as determined pursuant to Section 11(d)(ii)
       hereof) for the Trading Day immediately prior to the date of
       such exercise.
       
            (c)  Following the occurrence of a Triggering Event,
       the Company shall not be required to issue fractions of
       shares of Common Stock upon exercise of the Rights or to
       distribute certificates which evidence fractional shares of
       Common Stock.  In lieu of fractional shares of Common Stock,
       the Company may pay to the registered holders of Rights
       Certificates at the time such Rights are exercised as herein
       provided an amount in cash equal to the same fraction of the
       current market value of one (1) share of Common Stock.  For
       purposes of this Section 14(c), the current market value of
       one share of Common Stock shall be the closing price of one
       share of Common Stock (as determined pursuant to Section
       11(d)(i) hereof) for the Trading Day immediately prior to
       the date of such exercise.
       
            (d)  The holder of a Right by the acceptance of the
       Rights expressly waives his or her right to receive any
       fractional Rights or any fractional shares upon exercise of
       a Right, except as permitted by this Section 14.
       
       Section 15.  Rights of Action.  All rights of action in
  respect of this Agreement are vested in the respective registered
  holders of the Rights Certificates (and, prior to the
  Distribution Date, the registered holders of the Common Stock);
  and any registered holder of any Rights Certificate (or, prior to
  the Distribution Date, of the Common Stock), without the consent
  of the Rights Agent or of the holder of any other Rights
  Certificate (or, prior to the Distribution Date, of the Common
  Stock), may, in his or her own behalf and for his or her own
  benefit, enforce, and may institute and maintain any suit, action
  or proceeding against the Company to enforce, or otherwise act in
  respect of, his or her right to exercise the Rights evidenced by
  such Rights Certificate in the manner provided in such Rights
  Certificate and in this Agreement.  Without limiting the
  foregoing or any remedies available to the holders of Rights, it
  is specifically acknowledged that the holders of Rights would not
  have an adequate remedy at law for any breach of this Agreement
  and shall be entitled to specific performance of the obligations
  hereunder and injunctive relief against actual or threatened
  violations of the obligations hereunder of any Person subject to
  this Agreement.
  
       Section 16.  Agreement of Rights Holders.  Every holder of a
  Right by accepting the same consents and agrees with the Company
  and the Rights Agent and with every other holder of a Right that:
  
            (a)  prior to the Distribution Date, the Rights will be
       transferable only in connection with the transfer of Common
       Stock;
       
            (b)  after the Distribution Date, the Rights
       Certificates are transferable only on the registry books of
       the Rights Agent if surrendered at the principal office or
       offices of the Rights Agent designated for such purposes,
       duly endorsed or accompanied by a proper instrument of
       transfer and with the appropriate forms and certificates
       fully executed;
       
            (c)  subject to Section 6(a) and Section 7(f) hereof,
       the Company and the Rights Agent may deem and treat the
       person in whose name a Rights Certificate (or, prior to the
       Distribution Date, the associated Common Stock certificate)
       is registered as the absolute owner thereof and of the
       Rights evidenced thereby (notwithstanding any notations of
       ownership or writing on the Rights Certificates or the
       associated Common Stock certificate made by anyone other
       than the Company or the Rights Agent) for all purposes
       whatsoever, and neither the Company nor the Rights Agent,
       subject to the last sentence of Section 7(e) hereof, shall
       be required to be affected by any notice to the contrary;
       and
       
            (d)  notwithstanding anything in this Agreement to the
       contrary, neither the Company nor the Rights Agent shall
       have any liability to any holder of a Right or other Person
       as a result of its inability to perform any of its
       obligations under this Agreement by reason of any
       preliminary or permanent injunction or other order, decree
       or ruling issued by a court of competent jurisdiction or by
       a governmental, regulatory or administrative agency or
       commission, or any statute, rule, regulation or executive
       order promulgated or enacted by any governmental authority,
       prohibiting or otherwise restraining performance of such
       obligation; provided, however, the Company must use its
       reasonable efforts to have any such order, decree or ruling
       lifted or otherwise overturned as soon as possible.
  
       Section 17.  Rights Certificate Holder Not Deemed a
  Stockholder.  No holder, as such, of any Rights Certificate shall
  be entitled to vote, receive dividends or be deemed for any
  purpose the holder of the number of one one-hundredths (1/100ths)
  of a share of Preferred Stock or any other securities of the
  Company which may at any time be issuable on the exercise of the
  Rights represented thereby, nor shall anything contained herein
  or in any Rights Certificate be construed to confer upon the
  holder of any Rights Certificate, as such, any of the rights of a
  stockholder of the Company or any right to vote for the election
  of directors or upon any matter submitted to stockholders at any
  meeting thereof, or to give or withhold consent to any corporate
  action, or to receive notice of meetings or other actions
  affecting stockholders (except as provided in Section 25 hereof),
  or to receive dividends or subscription rights, or otherwise,
  until the Right or Rights evidenced by such Rights Certificate
  shall have been exercised in accordance with the provisions
  hereof.
  
       Section 18.  Concerning the Rights Agent.
  
            (a)  The Company agrees to pay to the Rights Agent
       reasonable compensation for all services rendered by it
       hereunder and, from time to time, on demand of the Rights
       Agent, its reasonable expenses and counsel fees and
       disbursements and other disbursements incurred in the
       administration and execution of this Agreement and the
       exercise and performance of its duties hereunder.  The
       Company also agrees to indemnify the Rights Agent for, and
       to hold it harmless against, any loss, liability, or
       expense, incurred without negligence, bad faith or willful
       misconduct on the part of the Rights Agent, for anything
       done or omitted by the Rights Agent in connection with the
       acceptance and administration of this Agreement, including
       the costs and expenses of defending against any claim of
       liability in the premises.
       
            (b)  The Rights Agent shall be protected and shall
       incur no liability for or in respect of any action taken,
       suffered or omitted by it in connection with its
       administration of this Agreement in reliance upon any Rights
       Certificate or certificate for Common Stock or for other
       securities of the Company, instrument of assignment or
       transfer, power of attorney, endorsement, affidavit, letter,
       notice, direction, consent, certificate, statement, or other
       paper or document believed by it to be genuine and to be
       signed, executed and, where necessary, verified or
       acknowledged, by the proper Person or Persons.
  
       Section 19.  Merger or Consolidation or Change of Name of
  Rights Agent.
  
            (a)  Any corporation into which the Rights Agent or any
       successor Rights Agent may be merged or with which it may be
       consolidated, or any corporation resulting from any merger
       or consolidation to which the Rights Agent or any successor
       Rights Agent shall be a party, or any corporation succeeding
       to the corporate trust or shareholder services business of
       the Rights Agent or any successor Rights Agent, shall be the
       successor to the Rights Agent under this Agreement without
       the execution or filing of any paper or any further act on
       the part of any of the parties hereto; provided, however,
       that such corporation would be eligible for appointment as a
       successor Rights Agent under the provisions of Section 21
       hereof.  In case at the time such successor Rights Agent
       shall succeed to the agency created by this Agreement, any
       of the Rights Certificates shall have been countersigned but
       not delivered, any such successor Rights Agent may adopt the
       countersignature of a predecessor Rights Agent and deliver
       such Rights Certificates so countersigned; and in case at
       that time any of the Rights Certificates shall not have been
       countersigned, any successor Rights Agent may countersign
       such Rights Certificates either in the name of the
       predecessor or in the name of the successor Rights Agent;
       and in all such cases such Rights Certificates shall have
       the full force provided in the Rights Certificates and in
       this Agreement.
       
            (b)  In case at any time the name of the Rights Agent
       shall be changed and at such time any of the Rights
       Certificates shall have been countersigned but not
       delivered, the Rights Agent may adopt the countersignature
       under its prior name and deliver Rights Certificates so
       countersigned; and in case at that time any of the Rights
       Certificates shall not have been countersigned, the Rights
       Agent may countersign such Rights Certificates either in its
       prior name or in its changed name; and in all such cases
       such Rights Certificates shall have the full force provided
       in the Rights Certificates and in this Agreement.
  
       Section 20.  Duties of Rights Agent.  The Rights Agent
  undertakes the duties and obligations imposed by this Agreement
  upon the following terms and conditions, by all of which the
  Company and the holders of Rights Certificates, by their
  acceptance thereof, shall be bound:
  
            (a)  The Rights Agent may consult with legal counsel
       (who may be legal counsel for the Company), and the opinion
       of such counsel shall be full and complete authorization and
       protection to the Rights Agent as to any action taken or
       omitted by it in good faith and in accordance with such
       opinion.
       
            (b)  Whenever in the performance of its duties under
       this Agreement the Rights Agent shall deem it necessary or
       desirable that any fact or matter (including, without
       limitation, the identity of any Acquiring Person or Adverse
       Person and the determination of Current Market Price) be
       proved or established by the Company prior to taking or
       suffering any action hereunder, such fact or matter (unless
       other evidence in respect thereof be herein specifically
       prescribed) may be deemed to be conclusively proved and
       established by a certificate signed by the Chairman of the
       Board, the Chief Executive Officer, the President, any Vice
       President, the Treasurer, the Secretary or any Assistant
       Secretary of the Company and delivered to the Rights Agent;
       and such certificate shall be full authorization to the
       Rights Agent for any action taken or suffered in good faith
       by it under the provisions of this Agreement in reliance
       upon such certificate.
       
            (c)  The Rights Agent shall be liable hereunder only
       for its own negligence, bad faith or willful misconduct.
       
            (d)  The Rights Agent shall not be liable for or by
       reason of any of the statements of fact or recitals
       contained in this Agreement or in the Rights Certificates or
       be required to verify the same (except as to its
       countersignature on such Rights Certificates), but all such
       statements and recitals are and shall be deemed to have been
       made by the Company only.
       
            (e)  The Rights Agent shall not be under any
       responsibility in respect of the validity of this Agreement
       or the execution and delivery hereof (except the due
       execution hereof by the Rights Agent) or in respect of the
       validity or execution of any Rights Certificate (except its
       countersignature thereof); nor shall it be responsible for
       any breach by the Company of any covenant or condition
       contained in this Agreement or in any Rights Certificate;
       nor shall it be responsible for any adjustment required
       under the provisions of Section 11, Section 13 or Section 24
       hereof or responsible for the manner, method or amount of
       any such adjustment or the ascertaining of the existence of
       facts that would require any such adjustment (except with
       respect to the exercise of Rights evidenced by Rights
       Certificates after actual notice of any such adjustment);
       nor shall it by any act hereunder be deemed to make any
       representation or warranty as to the authorization or
       reservation of any shares of Common Stock or Preferred Stock
       to be issued pursuant to this Agreement or any Rights
       Certificate or as to whether any shares of Common Stock or
       Preferred Stock will, when so issued, be validly authorized
       and issued, fully paid and nonassessable.
       
            (f)  The Company agrees that it will perform, execute,
       acknowledge and deliver or cause to be performed, executed,
       acknowledged and delivered all such further and other acts,
       instruments and assurances as may reasonably be required by
       the Rights Agent for the carrying out or performing by the
       Rights Agent of the provisions of this Agreement.
       
            (g)  The Rights Agent is hereby authorized and directed
       to accept instructions with respect to the performance of
       its duties hereunder from the Chairman of the Board, the
       Chief Executive Officer, the President, any Vice President,
       the Secretary, any Assistant Secretary or the Treasurer of
       the Company, and to apply to such officers for advice or
       instructions in connection with its duties, and it shall not
       be liable for any action taken or suffered to be taken by it
       in good faith in accordance with instructions of any such
       officer.
       
            (h)  The Rights Agent and any stockholder, director,
       officer or employee of the Rights Agent may buy, sell or
       deal in any of the Rights or other securities of the Company
       or become pecuniarily interested in any transaction in which
       the Company may be interested, or contract with or lend
       money to the Company or otherwise act as fully and freely as
       though it were not Rights Agent under this Agreement.
       Nothing herein shall preclude the Rights Agent from acting
       in any other capacity for the Company or for any other legal
       entity.
       
            (i)  The Rights Agent may execute and exercise any of
       the rights or powers hereby vested in it or perform any duty
       hereunder either itself or by or through its attorneys or
       agents, and the Rights Agent shall not be answerable or
       accountable for any act, default, neglect or misconduct of
       any such attorneys or agents or for any loss to the Company
       resulting from any such act, default, neglect or misconduct;
       provided, however, reasonable care was exercised in the
       selection and continued employment thereof.
       
            (j)  No provision of this Agreement shall require the
       Rights Agent to expend or risk its own funds or otherwise
       incur any financial liability in the performance of any of
       its duties hereunder or in the exercise of its rights if
       there shall be reasonable grounds for believing that
       repayment of such funds or adequate indemnification against
       such risk or liability is not reasonably assured to it.
       
            (k)  If, with respect to any Rights Certificate
       surrendered to the Rights Agent for exercise or transfer,
       the certificate attached to the form of assignment or form
       of election to purchase, as the case may be, has either not
       been completed or indicates an affirmative response to
       clause 1 and/or 2 thereof, the Rights Agent shall not take
       any further action with respect to such requested exercise
       of transfer without first consulting with the Company.
  
       Section 21.  Change of Rights Agent.  The Rights Agent or
  any successor Rights Agent may resign and be discharged from its
  duties under this Agreement upon thirty (30) days' notice in
  writing mailed to the Company, and to each transfer agent of the
  Common Stock and Preferred Stock, by registered or certified
  mail, and to the holders of the Rights Certificates by first-
  class mail.  The Company may remove the Rights Agent or any
  successor Rights Agent upon thirty (30) days' notice in writing,
  mailed to the Rights Agent or successor Rights Agent, as the case
  may be, and to each transfer agent of the Common Stock and
  Preferred Stock, by registered or certified mail, and to the
  holders of the Rights Certificates by first-class mail.  If the
  Rights Agent shall resign or be removed or shall otherwise become
  incapable of acting, the Company shall appoint a successor to the
  Rights Agent.  If the Company shall fail to make such appointment
  within a period of thirty (30) days after giving notice of such
  removal or after it has been notified in writing of such
  resignation or incapacity by the resigning or incapacitated
  Rights Agent or by the holder of a Rights Certificate (who shall,
  with such notice, submit his Rights Certificate for inspection by
  the Company), then any registered holder of any Rights
  Certificate may apply to any court of competent jurisdiction for
  the appointment of a new Rights Agent.  Any successor Rights
  Agent, whether appointed by the Company or by such a court, shall
  be (A) a corporation organized and doing business under the laws
  of the United States or of the State of New York (or of any other
  state of the United States so long as such corporation is
  authorized to do business as a banking institution in the State
  of New York), in good standing, which is authorized under such
  laws to exercise corporate trust powers or stock transfer powers
  and is subject to supervision or examination by federal or state
  authority and which has at the time of its appointment as Rights
  Agent a combined capital and surplus of at least $100,000,000 or
  (B) a subsidiary of a corporation described in clause (A) of this
  sentence.  After appointment, the successor Rights Agent shall be
  vested with the same powers, rights, duties and responsibilities
  as if it had been originally named as Rights Agent without
  further act or deed; but the predecessor Rights Agent shall
  deliver and transfer to the successor Rights Agent any property
  at the time held by it hereunder, and execute and deliver any
  further assurance, conveyance, act or deed necessary for the
  purpose.  Not later than the effective date of any such
  appointment, the Company shall file notice thereof in writing
  with the predecessor Rights Agent and each transfer agent of the
  Common Stock and the Preferred Stock, and mail a notice thereof
  in writing to the registered holders of the Rights Certificates.
  Failure to give any notice provided for in this Section 21,
  however, or any defect therein, shall not affect the legality or
  validity of the resignation or removal of the Rights Agent or the
  appointment of the successor Rights Agent, as the case may be.
  
       Section 22.  Issuance of New Rights Certificates.
  Notwithstanding any of the provisions of this Agreement or of the
  Rights to the contrary, the Company may, at its option, issue new
  Rights Certificates evidencing Rights in such form as may be
  approved by its Board of Directors to reflect any adjustment or
  change in the Purchase Price and the number or kind or class of
  shares or other securities or property purchasable under the
  Rights Certificates made in accordance with the provisions of
  this Agreement.  In addition, in connection with the issuance or
  sale of shares of Common Stock following the Distribution Date
  and prior to the redemption or expiration of the Rights, the
  Company (a) shall, with respect to shares of Common Stock so
  issued or sold pursuant to the exercise of stock options or under
  any employee plan or arrangement, granted or awarded as of the
  Distribution Date, or upon the exercise, conversion or exchange
  of securities hereinafter issued by the Company, and (b) may, in
  any other case, if deemed necessary or appropriate by the Board
  of Directors of the Company, issue Rights Certificates
  representing the appropriate number of Rights in connection with
  such issuance or sale; provided, however, that (i) no such Rights
  Certificate shall be issued if, and to the extent that, the
  Company shall be advised by counsel that such issuance would
  create a significant risk of material adverse tax consequences to
  the Company or the Person to whom such Rights Certificate would
  be issued, and (ii) no such Rights Certificate shall be issued
  if, and to the extent that, appropriate adjustment shall
  otherwise have been made in lieu of the issuance thereof.
  
       Section 23.  Redemption and Termination.
  
            (a)  The Board of Directors of the Company may, at its
       option, at any time prior to the earlier of (i) the close of
       business on the tenth day following the Stock Acquisition
       Date (or, if the Stock Acquisition Date shall have occurred
       prior to the Record Date, the close of business on the tenth
       day following the Record Date), or (ii) the Final Expiration
       Date, redeem all but not less than all the then outstanding
       Rights at a redemption price of $0.01 per Right, as such
       amount may be appropriately adjusted to reflect any stock
       split, stock dividend or similar transaction occurring after
       the date hereof (such redemption price being hereinafter
       referred to as the "Redemption Price"); provided, however,
       that any redemption after the Stock Acquisition Date must be
       authorized by the Board (and, until the expiration of the
       180-day period referred to in Section 23(c) hereof, with the
       concurrence of a majority of the Continuing Directors).  The
       Board of Directors may not redeem any Rights following a
       determination pursuant to Section 11(a)(ii)(B) that any
       Person is an Adverse Person.  Notwithstanding anything
       contained in this Agreement to the contrary, the Rights
       shall not be exercisable after the first occurrence of a
       Section 11(a)(ii) Event until such time as the Company's
       right of redemption hereunder has expired.  The Company may,
       at its option, pay the Redemption Price in cash, shares of
       Common Stock (based on the Current Market Price, as defined
       in Section 11(d)(i) hereof, of the Common Stock at the time
       of redemption) or any other form of consideration deemed
       appropriate by the Board of Directors.
       
            (b)  Immediately upon the action of the Board of
       Directors of the Company ordering the redemption of the
       Rights, evidence of which shall have been filed with the
       Rights Agent and without any further action and without any
       notice, the right to exercise the Rights will terminate and
       the only right thereafter of the holders of Rights shall be
       to receive the Redemption Price for each Right so held.
       Promptly after the action of the Board of Directors ordering
       the redemption of the Rights, the Company shall give notice
       of such redemption to the Rights Agent and the holders of
       the then outstanding Rights by mailing such notice to all
       such holders at each holder's last address as it appears
       upon the registry books of the Rights Agent or, prior to the
       Distribution Date, on the registry books of the transfer
       agent for the Common Stock.  Any notice which is mailed in
       the manner herein provided shall be deemed given, whether or
       not the holder receives the notice.  Each such notice of
       redemption will state the method by which the payment of the
       Redemption Price will be made.
       
            (c)  Notwithstanding the provisions of Section 23(a)
       hereof, in the event that a majority of the Board is elected
       by stockholder action by written consent, or is comprised of
       persons elected at a meeting of stockholders who were not
       nominated by the Board in office immediately prior to such
       meeting or action, then for a period of one hundred and
       eighty (180) days following the effectiveness of such
       election the Rights shall not be redeemed if such redemption
       is reasonably likely to have the purpose or effect of
       allowing any Person to become an Acquiring Person or
       otherwise facilitating the occurrence of a Triggering Event
       or a transaction with an Acquiring Person.
  
       Section 24.  Exchange.
  
            (a)  The Board of Directors of the Company may, at its
       option, at any time after any Person becomes an Acquiring
       Person or is determined to be an Adverse Person pursuant to
       Section 11(a)(ii)(B), exchange all or part of the then
       outstanding and exercisable Rights (which shall not include
       Rights that have become void pursuant to the provisions of
       Section 7(e) hereof) for shares of Common Stock at an
       exchange ratio of one share of Common Stock per Right,
       appropriately adjusted to reflect any stock split, stock
       dividend or similar transaction occurring after the date
       hereof (such exchange ratio being hereinafter referred to as
       the "Exchange Ratio").  Notwithstanding the foregoing, the
       Board of Directors shall not be empowered to effect such
       exchange at any time after any Person (other than the
       Company, any Subsidiary of the Company, any employee benefit
       plan of the Company or any such Subsidiary, or any entity
       holding Common Stock for or pursuant to the terms of any
       such plan), together with all Affiliates and Associates of
       such Person, becomes the Beneficial Owner of fifty per cent
       (50%) or more of the Common Stock then outstanding.
       
            (b)  Immediately upon the action of the Board of
       Directors of the Company ordering the exchange of any Rights
       pursuant to subsection (a) of this Section 24 and without
       any further action and without any notice, the right to
       exercise such Rights shall terminate and the only right
       thereafter of a holder of such Rights shall be to receive
       that number of shares of Common Stock equal to the number of
       such Rights held by such holder multiplied by the Exchange
       Ratio.  The Company shall promptly give public notice of any
       such exchange; provided, however, that the failure to give,
       or any defect in, such notice shall not affect the validity
       of such exchange.  The Company promptly shall mail a notice
       of any such exchange to all of the holders of such Rights at
       their last addresses as they appear upon the registry books
       of the Rights Agent.  Any notice which is mailed in the
       manner herein provided shall be deemed given, whether or not
       the holder receives the notice.  Each such notice of
       exchange will state the method by which the exchange of the
       Common Stock for Rights will be effected and, in the event
       of any partial exchange, the number of Rights which will be
       exchanged.  Any partial exchange shall be effected pro rata
       based on the number of Rights (other than Rights which have
       become void pursuant to the provisions of Section 7(e)
       hereof) held by each holder of Rights.
       
            (c)  In any exchange pursuant to this Section 24, the
       Company, at its option, may substitute shares of Preferred
       Stock (or Equivalent Preferred Stock, as such term is
       defined in paragraph (b) of Section 11 hereof) for shares of
       Common Stock exchangeable for Rights, at the initial rate of
       one one-hundredth (1/100th) of a share of Preferred Stock
       (or Equivalent Preferred Stock) for each share of Common
       Stock, as appropriately adjusted to reflect adjustments in
       the voting rights of the Preferred Stock pursuant to the
       terms thereof, so that the fraction of a share of Preferred
       Stock delivered in lieu of each share of Common Stock shall
       have the same voting rights as one share of Common Stock.
       
            (d)  In the event that there shall not be sufficient
       shares of Common Stock issued but not outstanding or
       authorized but unissued to permit any exchange of Rights as
       contemplated in accordance with this Section 24, the Company
       shall take all such action as may be necessary to authorize
       additional shares of Common Stock for issuance upon exchange
       of the Rights.
       
            (e)  The Company shall not be required to issue
       fractions of shares of Common Stock or to distribute
       certificates which evidence fractional shares of Common
       Stock.  In lieu of such fractional shares of Common Stock,
       there shall be paid to the registered holders of the Right
       Certificates with regard to which such fractional shares of
       Common Stock would otherwise be issuable, an amount in cash
       equal to the same fraction of the current market value of a
       whole share of Common Stock.  For the purposes of this
       subsection (e), the current market value of a whole share of
       Common Stock shall be the closing price of a share of Common
       Stock (as determined pursuant to the second sentence of
       Section 11(d)(i) hereof) for the Trading Day immediately
       prior to the date of exchange pursuant to this Section 24.
  
       Section 25.  Notice of Certain Events.
  
            (a)  In case the Company shall propose, at any time
       after the Distribution Date, (i) to pay any dividend payable
       in stock of any class to the holders of Preferred Stock or
       to make any other distribution to the holders of Preferred
       Stock (other than a regular quarterly cash dividend out of
       earnings or retained earnings of the Company), or (ii) to
       offer to the holders of Preferred Stock rights or warrants
       to subscribe for or to purchase any additional shares of
       Preferred Stock or shares of stock of any class or any other
       securities, rights or options, or (iii) to effect any
       reclassification of its Preferred Stock (other than a
       reclassification involving only the subdivision of
       outstanding shares of Preferred Stock), or (iv) to effect
       any consolidation or merger into or with any other Person
       (other than a Subsidiary of the Company in a transaction
       which complies with Section 11(o) hereof), or to effect any
       sale or other transfer (or to permit one or more of its
       Subsidiaries to effect any sale or other transfer), in one
       transaction or a series of related transactions, of more
       than 50% of the assets or earning power of the Company and
       its Subsidiaries (taken as a whole) to any other Person or
       Persons (other than the Company and/or any of its
       Subsidiaries in one or more transactions each of which
       complies with Section 11(o) hereof), or (v) to effect the
       liquidation, dissolution or winding up of the Company, then,
       in each such case, the Company shall give to each holder of
       a Rights Certificate, to the extent feasible and in
       accordance with Section 26 hereof, a notice of such proposed
       action, which shall specify the record date for the purposes
       of such stock dividend, distribution of rights or warrants,
       or the date on which such reclassification, consolidation,
       merger, sale, transfer, liquidation, dissolution, or winding
       up is to take place and the date of participation therein by
       the holders of the shares of Preferred Stock, if any such
       date is to be fixed, and such notice shall be so given in
       the case of any action covered by clause (i) or (ii) above
       at least twenty (20) days prior to the record date for
       determining holders of the shares of Preferred Stock for
       purposes of such action, and in the case of any such other
       action, at least twenty (20) days prior to the date of the
       taking of such proposed action or the date of participation
       therein by the holders of the shares of Preferred Stock
       whichever shall be the earlier.
       
            (b)  In case any of the events set forth in Section
       11(a)(ii) hereof shall occur, then, in any such case, (i)
       the Company shall as soon as practicable thereafter give to
       each holder of a Rights Certificate, to the extent feasible
       and in accordance with Section 26 hereof, a notice of the
       occurrence of such event, which shall specify the event and
       the consequences of the event to holders of Rights under
       Section 11(a)(ii) hereof, and (ii) all references in the
       preceding paragraph to Preferred Stock shall be deemed
       thereafter to refer to Common Stock and/or, if appropriate,
       other securities.
  
       Section 26.  Notices.  Notices or demands authorized by this
  Agreement to be given or made by the Rights Agent or by the
  holder of any Rights Certificate to or on the Company shall be
  sufficiently given or made if sent by first-class mail, postage
  prepaid, addressed (until another address is filed in writing
  with the Rights Agent) as follows:
  
       Comptek Research, Inc.
       2732 Transit Road
       Buffalo, New York  14224
       Attention:  Corporate Secretary
  
  Subject to the provisions of Section 21, any notice or demand
  authorized by this Agreement to be given or made by the Company
  or by the holder of any Rights Certificate to or on the Rights
  Agent shall be sufficiently given or made if sent by first-class
  mail, postage prepaid, addressed (until another address is filed
  in writing with the Company) as follows:
  
       American Stock Transfer & Trust Company
       40 Wall Street
       46th Floor
       New York, New York  10005
       
  Notices or demands authorized by this Agreement to be given or
  made by the Company or the Rights Agent to the holder of any
  Rights Certificate (or, if prior to the Distribution Date, to the
  holder of certificates representing shares of Common Stock) shall
  be sufficiently given or made if sent by first-class mail,
  postage prepaid, addressed to such holder at the address of such
  holder as shown on the registry books of the Company.
  
       Section 27.  Supplements and Amendments.  Prior to the
  Distribution Date and subject to the penultimate sentence of this
  Section 27, the Company and the Rights Agent shall, if the
  Company so directs, supplement or amend any provision of this
  Agreement without the approval of any holders of certificates
  representing shares of Common Stock.  From and after the
  Distribution Date and subject to the penultimate sentence of this
  Section 27, the Company and the Rights Agent shall, if the
  Company so directs, supplement or amend this Agreement without
  the approval of any holders of Rights Certificates in order (i)
  to cure any ambiguity, (ii) to correct or supplement any
  provision contained herein which may be defective or inconsistent
  with any other provisions herein, (iii) to shorten or lengthen
  any time period hereunder or (iv) to change or supplement the
  provisions hereunder in any manner which the Company may deem
  necessary or desirable and which shall not adversely affect the
  interests of the holders of Rights Certificates (other than an
  Acquiring Person or Adverse Person or an Affiliate or Associate
  of an Acquiring Person or Adverse Person); provided, however,
  that any supplement or amendment of this Agreement after the
  Stock Acquisition Date or after the date on which the Board of
  Directors determines, pursuant to the criteria set forth in
  Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person,
  must be approved by a majority of the Continuing Directors.
  Notwithstanding the foregoing provisions of this Section 27, this
  Agreement may not be supplemented or amended to lengthen,
  pursuant to clause (iii) of this sentence, (A) a time period
  relating to when the Rights may be redeemed at such time as the
  Rights are not then redeemable, or (B) any other time period
  unless such lengthening is for the purpose of protecting,
  enhancing or clarifying the rights of, and/or the benefits to,
  the holders of Rights (other than an Acquiring Person or Adverse
  Person and its Affiliates and Associates).  Upon the delivery of
  a certificate from an appropriate officer of the Company which
  states that the proposed supplement or amendment is in compliance
  with the terms of this Section 27, the Rights Agent shall execute
  such supplement or amendment.  Prior to the Distribution Date,
  the interests of the holders of Rights shall be deemed coincident
  with the interests of the holders of Common Stock.
  
       Section 28.  Successors.  All the covenants and provisions
  of this Agreement by or for the benefit of the Company or the
  Rights Agent shall bind and inure to the benefit of their
  respective successors and assigns hereunder.
  
       Section 29.  Determinations and Actions by the Board of
  Directors, etc.  For all purposes of this Agreement, any
  calculation of the number of shares of Common Stock outstanding
  at any particular time, including for purposes of determining the
  particular percentage of such outstanding shares of Common Stock
  of which any Person is the Beneficial Owner, shall be made in
  accordance with the last sentence of Rule 13d-3(d)(1)(i) of the
  General Rules and Regulations under the Exchange Act.  The Board
  of Directors (with, where specifically provided for in this
  Agreement, the concurrence of the Continuing Directors) of the
  Company shall have the exclusive power and authority to
  administer this Agreement and to exercise all rights and powers
  specifically granted to the Board (with, where specifically
  provided for in this Agreement, the concurrence of the Continuing
  Directors) or to the Company, or as may be necessary or advisable
  in the administration of this Agreement, including, without
  limitation, the right and power to (i) interpret the provisions
  of this Agreement, and (ii) make all determinations deemed
  necessary or advisable for the administration of this Agreement
  (including, without limitation, a determination to redeem or not
  redeem the Rights or to amend the Agreement).  All such actions,
  calculations, interpretations and determinations (including, for
  purposes of clause (y) below, all omissions with respect to the
  foregoing) which are done or made by the Board (with, where
  specifically provided for in this Agreement, the concurrence of
  the Continuing Directors) in good faith, shall (x) be final,
  conclusive and binding on the Company, the Rights Agent, the
  holders of the Rights and all other parties, and (y) not subject
  the Board to any liability to the holders of the Rights.
  
       Section 30.  Benefits of this Agreement.  Nothing in this
  Agreement shall be construed to give to any Person other than the
  Company, the Rights Agent and the registered holders of the
  Rights Certificates (and, prior to the Distribution Date,
  registered holders of the Common Stock) any legal or equitable
  right, remedy or claim under this Agreement; but this Agreement
  shall be for the sole and exclusive benefit of the Company, the
  Rights Agent and the registered holders of the Rights
  Certificates (and, prior to the Distribution Date, registered
  holders of the Common Stock).
  
       Section 31.  Severability.  If any term, provision, covenant
  or restriction of this Agreement is held by a court of competent
  jurisdiction or other authority to be invalid, void or
  unenforceable, the remainder of the terms, provisions, covenants
  and restrictions of this Agreement shall remain in full force and
  effect and shall in no way be affected, impaired or invalidated;
  provided, however, that notwithstanding anything in this
  Agreement to the contrary, if any such term, provision, covenant
  or restriction is held by such court or authority to be invalid,
  void or unenforceable and the Board of Directors of the Company
  determines in its good faith judgment that severing the invalid
  language from this Agreement would adversely affect the purpose
  or effect of this Agreement, the right of redemption set forth in
  Section 23 hereof shall be reinstated and shall not expire until
  the close of business on the tenth day following the date of such
  determination by the Board of Directors.  Without limiting the
  foregoing, if any provision requiring a majority of the members
  of the Board of Directors to be Continuing Directors to act is
  held by any court of competent jurisdiction or other authority to
  be invalid, void or unenforceable, such determination shall be
  made by the Board of Directors of the Company in accordance with
  applicable law and the Company's Articles of Incorporation and
  bylaws.
  
       Section 32.  Governing Law.  This Agreement, each Right and
  each Rights Certificate issued hereunder shall be deemed to be a
  contract made under the laws of the State of New York and for all
  purposes shall be governed by and construed in accordance with
  the laws of such State applicable to contracts made and to be
  performed entirely within such State.
  
       Section 33.  Counterparts.  This Agreement may be executed
  in any number of counterparts and each of such counterparts shall
  for all purposes be deemed to be an original, and all such
  counterparts shall together constitute but one and the same
  instrument.
  
       Section 34.  Descriptive Headings.  Descriptive headings of
  the several Sections of this Agreement are inserted for
  convenience only and shall not control or affect the meaning or
  construction of any of the provisions hereof.
  
            IN WITNESS WHEREOF, the parties hereto have caused this
  Rights Agreement to be duly executed and their respective
  corporate seals to be hereunto affixed and attested, all as of
  the day and year first above written.
  
  Attest:                            COMPTEK RESEARCH, INC.
  
  By:  /s/Christopher A. Head        By:  /s/John J. Sciuto
  Name:  Christopher A. Head         Name:  John J. Sciuto
  Title: Secretary                   Title: Chairman, President and
                                            CEO
  
  Attest:                            AMERICAN STOCK TRANSFER
                                   & TRUST COMPANY
  
  By:  /s/Susan Silder               By:  /s/Herbert J. Lemmer
  Name: Susan Silder                 Name: Herbert J. Lemmer
  Title: Assistant Secretary         Title: Vice President
  
                                                          Exhibit A
  
                 FORM OF CERTIFICATE OF DESIGNATION,
              PREFERENCES AND RIGHTS OF SERIES A JUNIOR
                    PARTICIPATING PREFERRED STOCK
                                  
                                 of
                                  
                       COMPTEK RESEARCH, INC.
                                  
       Pursuant to Section 402 of the Business Corporation Law
                                  
                      of the State of New York
  
       The undersigned officers of Comptek Research, Inc., a
  corporation organized and existing under the Business Corporation
  Law of the State of New York (the "Corporation"), in accordance
  with the provisions of Section 104 thereof, DO HEREBY CERTIFY:
  
       That pursuant to the authority conferred upon the Board of
  Directors by the Amended and Restated Articles of Incorporation
  of the said Corporation, the said Board of Directors on April 16,
  1999 adopted the following resolution creating a series of
  100,000 shares of Preferred Stock designated as Series A Junior
  Participating Preferred Stock:
  
       RESOLVED, that pursuant to the authority vested in the Board
  of Directors of this Corporation in accordance with the
  provisions of its Amended and Restated Articles of Incorporation,
  a series of Preferred Stock of the Corporation be and it hereby
  is created, and that the designation and amount thereof and the
  voting powers, preferences and relative, participating, optional
  and other special rights of the shares of such series, and the
  qualifications, limitations or restrictions thereof are as
  follows:
  
       Section 1.  Designation and Amount.  The shares of such
  series shall be designated as "Series A Junior Participating
  Preferred Stock" and the number of shares constituting such
  series shall be 100,000.
  
       Section 2.  Dividends and Distributions.
  
            (A)  The holders of shares of Series A Junior
       Participating Preferred Stock shall be entitled to receive,
       when, as and if declared by the Board of Directors out of
       funds legally available for the purpose, quarterly dividends
       payable in cash on the last day of March, June, September
       and December in each year (each such date being referred to
       herein as a "Quarterly Dividend Payment Date"), commencing
       on the first Quarterly Dividend Payment Date after the first
       issuance of a share or fraction of a share of Series A
       Junior Participating Preferred Stock, in an amount per share
       (rounded to the nearest cent) equal to the greater of (a)
       $2.25 or (b) subject to the provision for adjustment
       hereinafter set forth, 100 times the aggregate per share
       amount of all cash dividends, and 100 times the aggregate
       per share amount (payable in kind) of all non-cash dividends
       or other distributions other than a dividend payable in
       shares of Common Stock or a subdivision of the outstanding
       shares of Common Stock (by reclassification or otherwise),
       declared on the Common Stock, par value $.02 per share, of
       the Corporation (the "Common Stock") since the immediately
       preceding Quarterly Dividend Payment Date, or, with respect
       to the first Quarterly Dividend Payment Date, since the
       first issuance of any share or fraction of a share of Series
       A Junior Participating Preferred Stock.  In the event the
       Corporation shall at any time after April 16, 1999 (the
       "Rights Declaration Date") (i) declare any dividend on
       Common Stock payable in shares of Common Stock, (ii)
       subdivide the outstanding Common Stock, or (iii) combine the
       outstanding Common Stock into a smaller number of shares,
       then in each such case the amount to which holders of shares
       of Series A Junior Participating Preferred Stock were
       entitled immediately prior to such event under clause (b) of
       the preceding sentence shall be adjusted by multiplying such
       amount by a fraction the numerator of which is the number of
       shares of Common Stock outstanding immediately after such
       event and the denominator of which is the number of shares
       of Common Stock that were outstanding immediately prior to
       such event.
       
            (B)  The Corporation shall declare a dividend or
       distribution on the Series A Junior Participating Preferred
       Stock as provided in Paragraph (A) above immediately after
       it declares a dividend or distribution on the Common Stock
       (other than a dividend payable in shares of Common Stock);
       provided that, in the event no dividend or distribution
       shall have been declared on the Common Stock during the
       period between any Quarterly Dividend Payment Date and the
       next subsequent Quarterly Dividend Payment Date, a dividend
       of $2.25 per share on the Series A Junior Participating
       Preferred Stock shall nevertheless be payable on such
       subsequent Quarterly Dividend Payment Date.
       
            (C)  Dividends shall begin to accrue and be cumulative
       on outstanding shares of Series A Junior Participating
       Preferred Stock from the Quarterly Dividend Payment Date
       next preceding the date of issue of such shares of Series A
       Junior Participating Preferred Stock, unless the date of
       issue of such shares is prior to the record date for the
       first Quarterly Dividend Payment Date, in which case
       dividends on such shares shall begin to accrue from the date
       of issue of such shares, or unless the date of issue is a
       Quarterly Dividend Payment Date or is a date after the
       record date for the determination of holders of shares of
       Series A Junior Participating Preferred Stock entitled to
       receive a quarterly dividend and before such Quarterly
       Dividend Payment Date, in either of which events such
       dividends shall begin to accrue and be cumulative from such
       Quarterly Dividend Payment Date.  Accrued but unpaid
       dividends shall not bear interest.  Dividends paid on the
       shares of Series A Junior Participating Preferred Stock in
       an amount less than the total amount of such dividends at
       the time accrued and payable on such shares shall be
       allocated pro rata on a share-by-share basis among all such
       shares at the time outstanding.  The Board of Directors may
       fix a record date for the determination of holders of shares
       of Series A Junior Participating Preferred Stock entitled to
       receive payment of a dividend or distribution declared
       thereon, which record date shall be no more than 30 days
       prior to the date fixed for the payment thereof.
  
       Section 3.  Voting Rights.  The holders of shares of Series
  A Junior Participating Preferred Stock shall have the following
  voting rights:
  
            (A)  Subject to the provision for adjustment
       hereinafter set forth, each share of Series A Junior
       Participating Preferred Stock shall entitle the holder
       thereof to 100 votes on all matters submitted to a vote of
       the stockholders of the Corporation.  In the event the
       Corporation shall at any time after the Rights Declaration
       Date (i) declare any dividend on Common Stock payable in
       shares of Common Stock, (ii) subdivide the outstanding
       Common Stock, or (iii) combine the outstanding Common Stock
       into a smaller number of shares, then in each such case the
       number of votes per share to which holders of shares of
       Series A Junior Participating Preferred Stock were entitled
       immediately prior to such event shall be adjusted by
       multiplying such number by a fraction the numerator of which
       is the number of shares of Common Stock outstanding
       immediately after such event and the denominator of which is
       the number of shares of Common Stock that were outstanding
       immediately prior to such event.
       
            (B)  Except as otherwise provided herein or by law, the
       holders of shares of Series A Junior Participating Preferred
       Stock and the holders of shares of Common Stock shall vote
       together as one class on all matters submitted to a vote of
       stockholders of the Corporation.
       
            (C)  (i)  If at any time dividends on any Series A
            Junior Participating Preferred Stock shall be in
            arrears in an amount equal to six (6) quarterly
            dividends thereon, the occurrence of such contingency
            shall mark the beginning of a period (herein called a
            "default period") which shall extend until such time
            when all accrued and unpaid dividends for all previous
            quarterly dividend periods and for the current
            quarterly dividend period on all shares of Series A
            Junior Participating Preferred Stock then outstanding
            shall have been declared and paid or set apart for
            payment.  During each default period, all holders of
            Preferred Stock (including holders of the Series A
            Junior Participating Preferred Stock) with dividends in
            arrears in an amount equal to six (6) quarterly
            dividends thereon, voting as a class, irrespective of
            series, shall have the right to elect two (2)
            Directors.
       
                 (ii) During any default period, such voting right
            of the holders of Series A Junior Participating
            Preferred Stock may be exercised initially at a special
            meeting called pursuant to subparagraph (iii) of this
            Section 3(C) or at any annual meeting of stockholders,
            and thereafter at annual meetings of stockholders,
            provided that such voting right shall not be exercised
            unless the holders of not less than ten percent (10%)
            in number of shares of Preferred Stock outstanding
            shall be present in person or by proxy.  The absence of
            a quorum of the holders of Common Stock shall not
            affect the exercise by the holders of Preferred Stock
            of such voting right.  At any meeting at which the
            holders of Preferred Stock shall exercise such voting
            right initially during an existing default period, they
            shall have the right, voting as a class, to elect
            Directors to fill such vacancies, if any, in the Board
            of Directors as may then exist up to two (2) Directors
            or, if such right is exercised at an annual meeting, to
            elect two (2) Directors.  If the number which may be so
            elected at any special meeting does not amount to the
            required number, the holders of the Preferred Stock
            shall have the right to make such increase in the
            number of Directors as shall be necessary to permit the
            election by them of the required number.  After the
            holders of the Preferred Stock shall have exercised
            their right to elect Directors in any default period
            and during the continuance of such period, the number
            of Directors shall not be  increased or decreased
            except by vote of the holders of Preferred Stock as
            herein provided or pursuant to the rights of any equity
            securities ranking senior to or pari passu with the
            Series A Junior Participating Preferred Stock.
       
                 (iii)     Unless the holders of Preferred Stock
            shall, during an existing default period, have
            previously exercised their right to elect Directors,
            the Board of Directors may order, or any stockholder or
            stockholders owning in the aggregate not less than ten
            percent (10%) of the total number of shares of
            Preferred Stock outstanding, irrespective of series,
            may request, the calling of special meeting of the
            holders of Preferred Stock, which meeting shall
            thereupon be called by the President, a Vice-President
            or the Secretary of the Corporation.  Notice of such
            meeting and of any annual meeting at which holders of
            Preferred Stock are entitled to vote pursuant to this
            Paragraph (C)(iii) shall be given to each holder of
            record of Preferred Stock by mailing a copy of such
            notice to him or her at his or her last address as the
            same appears on the books of the Corporation.  Such
            meeting shall be called for a time not earlier than 10
            days and not later than 50 days after such order or
            request or in default of the calling of such meeting
            within 50 days after such order or request, such
            meeting may be called on similar notice by any
            stockholder or stockholders owning in the aggregate not
            less than ten percent (10%) of the total number of
            shares of Preferred Stock outstanding.  Notwithstanding
            the provisions of this Paragraph (C)(iii), no such
            special meeting shall be called during the period
            within 50 days immediately preceding the date fixed for
            the next annual meeting of the stockholders.
       
                 (iv) In any default period, the holders of Common
            Stock, and other classes of stock of the Corporation if
            applicable, shall continue to be entitled to elect the
            whole number of Directors until the holders of
            Preferred Stock shall have exercised their right to
            elect two (2) Directors voting as a class, after the
            exercise of which right (x) the Directors so elected by
            the holders of Preferred Stock shall continue in office
            until their successors shall have been elected by such
            holders or until the expiration of the default period,
            and (y) any vacancy in the Board of Directors may
            (except as provided in Paragraph (C)(ii) of this
            Section 3) be filled by vote of a majority of the
            remaining Directors theretofore elected by the holders
            of the class of stock which elected the Director whose
            office shall have become vacant.  References in this
            Paragraph (C) to Directors elected by the holders of a
            particular class of stock shall include Directors
            elected by such Directors to fill vacancies as provided
            in clause (y) of the foregoing sentence.
       
                 (v)  Immediately upon the expiration of a default
            period, (x) the right of the holders of Preferred Stock
            as a class to elect Directors shall cease, (y) the term
            of any Directors elected by the holders of Preferred
            Stock as a class shall terminate, and (z) the number of
            Directors shall be such number as may be provided for
            in the certificate of incorporation or by-laws
            irrespective of any increase made pursuant to the
            provisions of Paragraph (C)(ii) of this Section 3 (such
            number being subject, however, to change thereafter in
            any manner provided by law or in the certificate of
            incorporation or by-laws).  Any vacancies in the Board
            of Directors effected by the provisions of clauses (y)
            and (z) in the preceding sentence may be filled by a
            majority of the remaining Directors.
  
            (D)  Except as set forth herein, holders of Series A
       Junior Participating Preferred Stock shall have no special
       voting rights and their consent shall not be required
       (except to the extent they are entitled to vote with holders
       of Common Stock as set forth herein) for taking any
       corporate action.
  
       Section 4.  Certain Restrictions.
  
            (A)  Whenever quarterly dividends or other dividends or
       distributions payable on the Series A Junior Participating
       Preferred Stock as provided in Section 2 are in arrears,
       thereafter and until all accrued and unpaid dividends and
       distributions, whether or not declared, on shares of Series
       A Junior Participating Preferred Stock outstanding shall
       have been paid in full, the Corporation shall not:
       
                 (i)  declare or pay dividends on, make any other
            distributions on, or redeem or purchase or otherwise
            acquire for consideration any shares of stock ranking
            junior (either as to dividends or upon liquidation,
            dissolution or winding up) to the Series A Junior
            Participating Preferred Stock;
            
                 (ii) declare or pay dividends on or make any other
            distributions on any shares of stock ranking on a
            parity (either as to dividends or upon liquidation,
            dissolution or winding up) with the Series A Junior
            Participating Preferred Stock, except dividends paid
            ratably on the Series A Junior Participating Preferred
            Stock and all such parity stock on which dividends are
            payable or in arrears in proportion to the total
            amounts to which the holders of all such shares are
            then entitled;
            
                 (iii)     redeem or purchase or otherwise acquire
            for consideration shares of any stock ranking on a
            parity (either as to dividends or upon liquidation,
            dissolution or winding up) with the Series A Junior
            Participating Preferred Stock, provided that the
            Corporation may at any time redeem, purchase or
            otherwise acquire shares of any such parity stock in
            exchange for shares of any stock of the Corporation
            ranking junior (either as to dividends or upon
            dissolution, liquidation or winding up) to the Series A
            Junior Participating Preferred Stock; or
            
                 (iv) purchase or otherwise acquire for
            consideration any shares of Series A Junior
            Participating Preferred Stock, or any shares of stock
            ranking on a parity with the Series A Junior
            Participating Preferred Stock, except in accordance
            with a purchase offer made in writing or by publication
            (as determined by the Board of Directors) to all
            holders of such shares upon such terms as the Board of
            Directors, after consideration of the respective annual
            dividend rates and other relative rights and
            preferences of the respective series and classes, shall
            determine in good faith will result in fair and
            equitable treatment among the respective series or
            classes.
  
            (B)  The Corporation shall not permit any subsidiary of
       the Corporation to purchase or otherwise acquire for
       consideration any shares of stock of the Corporation unless
       the Corporation could, under Paragraph (A) of this Section
       4, purchase or otherwise acquire such shares at such time
       and in such manner.
  
       Section 5.  Reacquired Shares.  Any shares of Series A
  Junior Participating Preferred Stock purchased or otherwise
  acquired by the Corporation in any manner whatsoever shall be
  retired and canceled promptly after the acquisition thereof.  All
  such shares shall upon their cancellation become authorized but
  unissued shares of Preferred Stock and may be reissued as part of
  a new series of Preferred Stock to be created by resolution or
  resolutions of the Board of Directors, subject to the conditions
  and restrictions on issuance set forth herein.
  
       Section 6.  Liquidation, Dissolution or Winding Up.  (A)
  Upon any liquidation (voluntary or otherwise), dissolution or
  winding up of the Corporation, no distribution shall be made to
  the holders of shares of stock ranking junior (either as to
  dividends or upon liquidation, dissolution or winding up) to the
  Series A Junior Participating Preferred Stock unless, prior
  thereto, the holders of shares of Series A Junior Participating
  Preferred Stock shall have received $45.00 per share, plus an
  amount equal to accrued and unpaid dividends and distributions
  thereon, whether or not declared, to the date of such payment
  (the "Series A Liquidation Preference").  Following the payment
  of the full amount of the Series A Liquidation Preference, no
  additional distributions shall be made to the holders of shares
  of Series A Junior Participating Preferred Stock unless, prior
  thereto, the holders of shares of Common Stock shall have
  received an amount per share (the "Common Adjustment") equal to
  the quotient obtained by dividing (i) the Series A Liquidation
  Preference by (ii) 100 (as appropriately adjusted as set forth in
  subparagraph (C) below to reflect such events as stock splits,
  stock dividends and recapitalizations with respect to the Common
  Stock) (such number in clause (ii), the "Adjustment Number").
  Following the payment of the full amount of the Series A
  Liquidation Preference and the Common Adjustment in respect of
  all outstanding shares of Series A Junior Participating Preferred
  Stock and Common Stock, respectively, holders of Series A Junior
  Participating Preferred Stock and holders of shares of Common
  Stock shall receive their ratable and proportionate share of the
  remaining assets to be distributed in the ratio of the Adjustment
  Number to 1 with respect to such Preferred Stock and Common
  Stock, on a per share basis, respectively.
  
            (B)  In the event, however, that there are not
  sufficient assets available to permit payment in full of the
  Series A Liquidation Preference and the liquidation preferences
  of all other series of preferred stock, if any, which rank on a
  parity with the Series A Junior Participating Preferred Stock,
  then such remaining assets shall be distributed ratably to the
  holders of such parity shares in proportion to their respective
  liquidation preferences.  In the event, however, that there are
  not sufficient assets available to permit payment in full of the
  Common Adjustment, then such remaining assets shall be
  distributed ratably to the holders of Common Stock.
       
            (C)  In the event the Corporation shall at any time
  after the Rights Declaration Date (i) declare any dividend on
  Common Stock payable in shares of Common Stock, (ii) subdivide
  the outstanding Common Stock, or (iii) combine the outstanding
  Common Stock into a smaller number of shares, then in each such
  case the Adjustment Number in effect immediately prior to such
  event shall be adjusted by multiplying such Adjustment Number by
  a fraction the numerator of which is the number of shares of
  Common Stock outstanding immediately after such event and the
  denominator of which is the number of shares of Common Stock that
  were outstanding immediately prior to such event.
  
       Section 7.  Consolidation, Merger, etc.  In case the
  Corporation shall enter into any consolidation, merger,
  combination or other transaction in which the shares of Common
  Stock are exchanged for or changed into other stock or
  securities, cash and/or any other property, then in any such case
  the shares of Series A Junior Participating Preferred Stock shall
  at the same time be similarly exchanged or changed in an amount
  per share (subject to the provision for adjustment hereinafter
  set forth) equal to 100 times the aggregate amount of stock,
  securities, cash and/or any other property (payable in kind), as
  the case may be, into which or for which each share of Common
  Stock is changed or exchanged.  In the event the Corporation
  shall at any time after the Rights Declaration Date (i) declare
  any dividend on Common Stock payable in shares of Common Stock,
  (ii) subdivide the outstanding Common Stock, or (iii) combine the
  outstanding Common Stock into a smaller number of shares, then in
  each such case the amount set forth in the preceding sentence
  with respect to the exchange or change of shares of Series A
  Junior Participating Preferred Stock shall be adjusted by
  multiplying such amount by a fraction the numerator of which is
  the number of shares of Common Stock outstanding immediately
  after such event and the denominator of which is the number of
  shares of Common Stock that were outstanding immediately prior to
  such event.
  
       Section 8.  No Redemption.  The shares of Series A Junior
  Participating Preferred Stock shall not be redeemable.
  
       Section 9.  Amendment.  The Amended and Restated Articles of
  Incorporation of the Corporation shall not be further amended in
  any manner which would materially alter or change the powers,
  preferences or special rights of the Series A Junior
  Participating Preferred Stock so as to affect them adversely
  without the affirmative vote of the holders of a majority or more
  of the outstanding shares of Series A Junior Participating
  Preferred Stock, voting separately as a class.
  
       Section 10.  Fractional Shares.  Series A Junior
  Participating Preferred Stock may be issued in fractions of a
  share which shall entitle the holder, in proportion to such
  holder's fractional shares, to exercise voting rights, receive
  dividends, participate in distributions and to have the benefit
  of all other rights of holders of Series A Junior Participating
  Preferred Stock.
  
       IN WITNESS WHEREOF, we have executed and subscribed this
  Certificate and do affirm the foregoing as true under the
  penalties of perjury this ____ day of ___________, 1999.
  
                                COMPTEK RESEARCH, INC.
                                
                                
                                ___________________________________
                                _
                                Name:
                                Title:
  
  Attest:
  
  _____________________________
  Secretary
                                                          Exhibit B
  
                    [Form of Rights Certificate]
  
  Certificate No. R-                                     ________
  Rights
  
  NOT EXERCISABLE AFTER APRIL 29, 2009 OR EARLIER IF REDEEMED BY
  THE COMPANY.  THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION
  OF THE COMPANY, AT $0.01 PER RIGHT ON THE TERMS SET FORTH IN THE
  RIGHTS AGREEMENT.  UNDER CERTAIN CIRCUMSTANCES, RIGHTS
  BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ADVERSE PERSON (AS
  SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANY
  SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID.  [THE
  RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE
  BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING
  PERSON OR ADVERSE PERSON OR AN AFFILIATE OR ASSOCIATE OF AN
  ACQUIRING PERSON OR ADVERSE PERSON (AS SUCH TERMS ARE DEFINED IN
  THE RIGHTS AGREEMENT).  ACCORDINGLY, THIS RIGHTS CERTIFICATE AND
  THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE
  CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH AGREEMENT.]1
  
                         Rights Certificate
                                  
                       COMPTEK RESEARCH, INC.
  
       This certifies that ________________, or registered assigns,
  is the registered owner of the number of Rights set forth above,
  each of which entitles the owner thereof, subject to the terms,
  provisions and conditions of the Rights Agreement, dated as of
  April 16, 1999 (the "Rights Agreement"), between Comptek
  Research, Inc., a New York corporation (the "Company"), and
  American Stock Transfer & Trust Company (the "Rights Agent"), to
  purchase from the Company at any time prior to 5:00 P.M.  (New
  York City time) on April 29, 2009 at the office or offices of the
  Rights Agent designated for such purpose, or its successors as
  Rights Agent, one one-hundredth (1/100th) of a fully paid, non-
  assessable share of Series A Junior Participating Preferred Stock
  (the "Preferred Stock") of the Company, at a purchase price of
  $45.00 per one one-hundredth (1/100th) of a share (the "Purchase
  Price"), upon presentation and surrender of this Rights
  Certificate with the Form of Election to Purchase and related
  Certificate duly executed.  The number of Rights evidenced by
  this Rights Certificate (and the number of shares which may be
  purchased upon exercise thereof) set forth above, and the
  Purchase Price per share set forth above, are the number and
  Purchase Price as of  April 30, 1999 based on the Preferred Stock
  as constituted at such date.  The Company reserves the right to
  require prior to the occurrence of a Triggering Event (as such
  term is defined in the Rights Agreement) that a number of Rights
  be exercised so that only whole shares of Preferred Stock will be
  _______________________________
  1    The portion of the legend in brackets whall be inserted only if
       applicable and shall replace the preceding sentence.
       
  issued.
  
       Upon the occurrence of a Section 11(a)(ii) Event (as such
  term is defined in the Rights Agreement), if the Rights evidenced
  by this Rights Certificate are beneficially owned by (i) an
  Acquiring Person or Adverse Person or an Affiliate or Associate
  of any such Acquiring Person or Adverse Person (as such terms are
  defined in the Rights Agreement), (ii) a transferee of any such
  Acquiring Person or Adverse Person, Associate or Affiliate, or
  (iii) under certain circumstances specified in the Rights
  Agreement, a transferee of a person who, after such transfer,
  became an Acquiring Person or Adverse Person, or an Affiliate or
  Associate of an Acquiring Person or Adverse Person, such Rights
  shall become null and void and no holder hereof shall have any
  right with respect to such Rights from and after the occurrence
  of such Section 11(a)(ii) Event.
  
       As provided in the Rights Agreement, the Purchase Price and
  the number and kind of shares of Preferred Stock or other
  securities which may be purchased upon the exercise of the Rights
  evidenced by this Rights Certificate are subject to modification
  and adjustment upon the happening of certain events, including
  Triggering Events.
  
       This Rights Certificate is subject to all of the terms,
  provisions and conditions of the Rights Agreement, which terms,
  provisions and conditions are hereby incorporated herein by
  reference and made a part hereof and to which Rights Agreement
  reference is hereby made for a full description of the rights,
  limitations of rights, obligations, duties and immunities
  hereunder of the Rights Agent, the Company and the holders of the
  Rights Certificates, which limitations of rights include the
  temporary suspension of the exercisability of such Rights under
  the specific circumstances set forth in the Rights Agreement.
  Copies of the Rights Agreement are on file at the above-mentioned
  office of the Rights Agent and are also available upon written
  request to the Rights Agent.
  
       This Rights Certificate, with or without other Rights
  Certificates, upon surrender at the principal office or offices
  of the Rights Agent designated for such purpose, may be exchanged
  for another Rights Certificate or Rights Certificates of like
  tenor and date evidencing Rights entitling the holder to purchase
  a like aggregate number of one one-hundredths (1/100ths) of a
  share of Preferred Stock as the Rights evidenced by the Rights
  Certificate or Rights Certificates surrendered shall have
  entitled such holder to purchase.  If this Rights Certificate
  shall be exercised in part, the holder shall be entitled to
  receive upon surrender hereof another Rights Certificate or
  Rights Certificates for the number of whole Rights not exercised.
  
       Subject to the provisions of the Rights Agreement, the
  Rights evidenced by this Certificate may be redeemed by the
  Company at its option at a redemption price of $0.01 per Right at
  any time prior to the earlier of the close of business on (i) the
  tenth day following the Stock Acquisition Date (as such time
  period may be extended pursuant to the Rights Agreement), and
  (ii) the Final Expiration Date.  In addition, the Rights may be
  exchanged, in whole or in part, for shares of the Common Stock,
  or shares of preferred stock of the Company having essentially
  the same value or economic rights as such shares.  Immediately
  upon the action of the Board of Directors of the Company
  authorizing any such exchange, and without any further action or
  any notice, the Rights (other than Rights which are not subject
  to such exchange) will terminate and the Rights will only enable
  holders to receive the shares issuable upon such exchange.
  
       No fractional shares of Preferred Stock will be issued upon
  the exercise of any Right or Rights evidenced hereby (other than
  fractions which are integral multiples of one one-hundredth
  (1/100th) of a share of Preferred Stock, which may, at the
  election of the Company, be evidenced by depositary receipts),
  but in lieu thereof a cash payment will be made, as provided in
  the Rights Agreement.
  
       No holder of this Rights Certificate shall be entitled to
  vote or receive dividends or be deemed for any purpose the holder
  of shares of Preferred Stock or of any other securities of the
  Company which may at any time be issuable on the exercise hereof,
  nor shall anything contained in the Rights Agreement or herein be
  construed to confer upon the holder hereof, as such, any of the
  rights of a stockholder of the Company or any right to vote for
  the election of directors or upon any matter submitted to
  stockholders at any meeting thereof, or to give or withhold
  consent to any corporate action, or, to receive notice of
  meetings or other actions affecting stockholders (except as
  provided in the Rights Agreement), or to receive dividends or
  subscription rights, or otherwise, until the Right or Rights
  evidenced by this Rights Certificate shall have been exercised as
  provided in the Rights Agreement.
  
       This Rights Certificate shall not be valid or obligatory for
  any purpose until it shall have been countersigned by the Rights
  Agent.
       WITNESS the facsimile signature of the proper officers of
  the Company and its corporate seal.
  
  Dated as of ___________, ____
  
  ATTEST:                            COMPTEK RESEARCH, INC.
  
  __________________________         By:_________________________________
  Secretary                          Title:
  
  Countersigned:
  
  [_______________________]
  
  By:  ______________________
       Authorized Signature
  
            [Form of Reverse Side of Rights Certificate]
                                  
                         FORM OF ASSIGNMENT
                                  
                        _____________________
                                  
                                  
          (To be executed by the registered holder if such
         holder desires to transfer the Rights Certificate.)
                                  
  
  FOR VALUE RECEIVED
  _________________________________________________ hereby sells,
  assigns and transfers unto
  ___________________________________________________
                                                          (Please
  print name and address of transferee)
  this Rights Certificate, together with all right, title and
  interest therein, and does hereby irrevocably constitute and
  appoint _________________ Attorney, to transfer the within Rights
  Certificate on the books of the within-named Company, with full
  power of substitution.
  
  Dated:    ________________, ____
  
                                ______________________________
                                Signature
  
  Signature Guaranteed:
  
                             CERTIFICATE
                                  
                           ______________
                                  
       The undersigned hereby certifies by checking the appropriate
  boxes that:
  
       (1)  this Rights Certificate [ ] is [ ] is not being sold,
  assigned and transferred by or on behalf of a Person who is or
  was an Acquiring Person or Adverse Person or an Affiliate or
  Associate of any such Acquiring Person or Adverse Person (as such
  terms are defined pursuant to the Rights Agreement);
  
       (2)  after due inquiry and to the best knowledge of the
  undersigned, it [ ] did [ ] did not acquire the Rights evidenced
  by this Rights Certificate from any Person who is, was or
  subsequently became an Acquiring Person or Adverse Person or an
  Affiliate or Associate of an Acquiring Person or Adverse Person.
  
  Dated:    ________________, ____
  
                                ______________________________
                                Signature
  
  Signature Guaranteed:
                               NOTICE
                                  
                        _____________________
  
  The signature to the foregoing Assignment and Certificate must
  correspond to the name as written upon the face of this Rights
  Certificate in every particular, without alteration or
  enlargement or any change whatsoever.
  
                    FORM OF ELECTION TO PURCHASE
                                  
                        _____________________
                                  
                                  
                (To be executed if holder desires to
                 exercise Rights represented by the
                        Rights Certificate.)
                                  
  To:  COMPTEK RESEARCH, INC.
  
       The undersigned hereby irrevocably elects to exercise
  __________ Rights represented by this Rights Certificate to
  purchase the shares of Preferred Stock issuable upon the exercise
  of the Rights (or such other securities of the Company or of any
  other person which may be issuable upon the exercise of the
  Rights) and requests that certificates for such shares be issued
  in the name of and delivered to:
  
  Please insert social security
  or other identifying number
  
  ________________________________________________
                  (Please print name and address)
  
  ________________________________________________
  
       If such number of Rights shall not be all the Rights
  evidenced by this Rights Certificate, a new Rights Certificate
  for the balance of such Rights shall be registered in the name of
  and delivered to:
  
  Please insert social security
  or other identifying number
  
  ________________________________________________
                  (Please print name and address)
  
  ________________________________________________
  
  Dated:    ________________, ____
  
                                ______________________________
                                Signature
  
  Signature Guaranteed:
  
                             CERTIFICATE
                                  
                                  
                           ______________
  
       The undersigned hereby certifies by checking the appropriate
  boxes that:
  
       (1)  the Rights evidenced by this Rights Certificate [ ] are
  [ ] are not being exercised by or on behalf of a Person who is or
  was an Acquiring Person or Adverse Person or an Affiliate or
  Associate of any such Acquiring Person or Adverse Person (as such
  terms are defined pursuant to the Rights Agreement);
  
       (2)  after due inquiry and to the best knowledge of the
  undersigned, it [ ] did [ ] did not acquire the Rights evidenced
  by this Rights Certificate from any Person who is, was or became
  an Acquiring Person or Adverse Person or an Affiliate or
  Associate of an Acquiring Person or Adverse Person.
  
  Dated:    ________________, ____
  
                                ______________________________
                                Signature
  
  Signature Guaranteed:
                               NOTICE
                                  
                           _______________
  
       The signature to the foregoing Election to Purchase and
  Certificate must correspond to the name as written upon the face
  of this Rights Certificate in every particular, without
  alteration or enlargement or any change whatsoever.
  
                                  
                                  
                             Exhibit 99
                 Press Release, dated April 19, 1999
                                  
  
  FOR IMMEDIATE RELEASE
  
  Contact:  Christopher A. Head
            Executive Vice President
            Comptek Research, Inc.
            716-677-4070
  
                           COMPTEK ADOPTS
                      SHAREHOLDERS RIGHTS PLAN
  
                        _____________________
  
  BUFFALO, N.Y., April 19, 1999 -- Comptek Research, Inc.
  (AMEX:CTK) announced today that its Board of Directors adopted a
  "Shareholders Rights Plan" to protect its investors from
  potential inequitable takeover tactics and preserve the future
  value of the company.
  
  "The rights plan isn't intended to prevent the acquisition of
  Comptek, but to deter coercive takeover tactics and to prevent a
  potential acquiror from gaining control of the Company without
  offering a fair price to all of the company's shareholders," said
  John J. Sciuto, chairman, president and chief executive officer.
  
  "The rights plan wasn't adopted in response to any specific
  effort to acquire control of the company," Mr. Sciuto said.
  "Our directors, however, believe this measure to be prudent in
  the current environment of consolidation in the defense
  industry."
  
  A right to purchase shares of a new series of preferred stock
  will be distributed as a dividend at the rate of one right for
  each common share held by a shareholder of record as of the close
  of business April 30, 1999.  The rights will expire on April 29,
  2009, unless earlier redeemed by the company.
  
  Each right will entitle shareholders to buy one-hundredth of a
  share of the company's new Series A Junior Participating
  Preferred Stock at an initial exercise price of $45.  The rights
  will be exercisable if a person or group acquires beneficial
  ownership of 20 percent or more of the company's outstanding
  common stock, or begins a tender or exchange offer for 20 percent
  or more of the common stock.  In addition, the rights will be
  exercisable if an "adverse person," as determined by the
  directors, acquires beneficial ownership of 10 percent or more of
  the company's outstanding common stock.
  
  Until a triggering event, the rights attach to and trade with the
  shares of the company's common stock.  No separate rights
  certificate will be issued until an event triggering the exercise
  of the rights occurs.
  
  If any person becomes the beneficial owner of 20 percent or more
  of Comptek's common stock -except through an offer which the
  board determines to be fair- and the board does not redeem the
  rights within 10 days, or a 10 percent holder is determined by
  the directors to be an "adverse person," then each right not
  owned by such "adverse person" will then enable its holder to
  purchase, at the right's then-current exercise price, common
  stock of the other entity having a value of twice the rights
  exercise price.
  
  Under certain circumstances, if Comptek is acquired in a merger
  or similar transaction with another person, or sells more than 50
  percent of its assets, earning power or cash flow to another
  entity, each right that has not previously been exercised will
  entitle its holder to purchase, at the right's then-current
  exercise price, common stock of such other entity having a value
  of twice the right's exercise price.
  
  Comptek will generally be entitled to redeem the rights at one
  cent per right at any time until 10 days following a public
  announcement that a 20 percent position has been acquired.  The
  time limit may be extended by the directors.
  
  Details of the plan are outlined in a letter which will be mailed
  to all shareholders and in filings with the Securities and
  Exchange Commission.
  
  Comptek Research, Inc., with offices in the United States and
  Canada, is a U.S. and international supplier of technically
  advanced electronics and data communications systems to
  government and industry.
  
  Note:     Today's news release and Comptek's news releases for
  the past year are available on the Internet at
  http://www.cfonews.com  under the heading "Company News, Comptek
  Research."  Additional information about Comptek is also
  available at http://www.comptek.com.
  
                                -30-