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): MAY 8, 1997
  
  
                                ILC TECHNOLOGY, INC.
               (Exact name of Registrant as Specified in its Charter)
  
  
                                     CALIFORNIA
                   (State or Other Jurisdiction of Incorporation)
  
  
             0-11360                                 94-1655721
  (Commission File Number)              (I.R.S. Employer Identification Number)
  
  
                     399 JAVA DRIVE, SUNNYVALE, CALIFORNIA 94089
                      (Address of Principal Executive Offices)
  
  
                                   (408) 745-7900
                (Registrant's Telephone Number, Including Area Code)
  
  
  
  
  
  
  
  
  
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  ITEM 2:   ACQUISITION OR DISPOSITION OF ASSETS
            ------------------------------------
  
       On May 8, 1997, ILC Technology, Inc. (the "Company") sold all of the assets
  of Converter Power, Inc. ("CPI"), a wholly-owned  subsidiary of the Company,  to
  ASTeX/CPI  Acquisition  Corp.  ("AAC"),  a  wholly-owned  subsidiary  of Applied
  Science and Technology,  Inc. ("ASTeX"). The consideration received consisted of
  $6,350,000 in cash, 45,000 shares of ASTeX Common Stock and assumption by AAC of
  substantially  all of the  liabilities  of CPI.  The  number  of shares of ASTeX
  Common  Stock is subject to  adjustment  based on the final  audited CPI balance
  sheet and, additionally, for certain warranty claims over the next two years.
  
  
  
  
  ITEM 7:   FINANCIAL STATEMENTS AND EXHIBITS.
            ----------------------------------
  
  (a)  Financial Statements of Business Acquired.
  
           Not Applicable.
  
  (b)  Pro Forma Financial Information.
  
           Not Applicable.
  
  (c)  Exhibits.
  
  The following exhibit is filed herewith:
  
  2.01 Asset Purchase  Agreement  dated May 8, 1997, by and among Applied  Science
       and Technology,  Inc., ASTeX/CPI  Acquisition Corp.,  Converter Power, Inc.
       and ILC Technology, Inc. Schedules to this Exhibit have not been filed. The
       Exhibit  contains a list briefly  identifying  the omitted  schedules.  The
       Registrant will furnish  supplementally  a copy of any omitted  schedule to
       the Commission upon request.
  
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                                     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 thereunto duly authorized.
  
  
  
  
  Date:  May 22, 1997
  
  
                                       ILC TECHNOLOGY, INC.
  
                                       By: /S/ RONALD E. FREDIANELLI
                                       -----------------------------
                                       Ronald E. Fredianelli,
                                       Chief Financial Officer
  
  
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                                  INDEX TO EXHIBITS
  
  
  EXHIBIT NO.    DESCRIPTION OF EXHIBIT
  
  2.01      Asset  Purchase  Agreement  dated May 8,  1997,  by and among  Applied
            Science and Technology,  Inc., ASTeX/CPI Acquisition Corp.,  Converter
            Power,  Inc. and ILC Technology,  Inc.  Schedules to this Exhibit have
            not been filed.  The Exhibit  contains a list briefly  identifying the
            omitted schedules.  The Registrant will furnish  supplementally a copy
            of any omitted schedule to the Commission upon request.
  
  
  
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                                    EXHIBIT 2.01
  
  
  
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                              ASSET PURCHASE AGREEMENT
  
                                    BY AND AMONG
  
                        APPLIED SCIENCE AND TECHNOLOGY, INC.,
  
                            ASTEX/CPI ACQUISITION CORP.,
  
                                CONVERTER POWER, INC.
  
                                         AND
  
                                ILC TECHNOLOGY, INC.
  
  
                                        DATED
  
                                     MAY 9, 1997
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
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  <TABLE>
  
                                  TABLE OF CONTENTS
                                  -----------------
  
  <S>    <C>                                                               <C>
                                                                           PAGE
  
  1.     Sale and Purchase of the Converter Power, Inc. ("CPI") Assets...    1
  
  1.1    Sale and Purchase of the CPI Assets ............................    1
  
  2.     Purchase Price and Method of Payment ...........................    3
  
  2.1    Purchase Price .................................................    3
  2.2    Determination of Market Value of ASTeX Shares ..................    4
  2.3    Adjustments to Purchase Price ..................................    4
  2.4    Assumption of Certain Liabilities ..............................    7
  2.5    Closing ........................................................    7
  2.6    Taxes and Allocation of Purchase Price .........................    8
  
  3.     Representations and Warranties of ILCT and CPI .................    8
  
  3.1    Capitalization of CPI ..........................................    8
  3.2    Authorization ..................................................    9
  3.3    Organization ...................................................    9
  3.4    Subsidiaries ...................................................    9
  3.5    Books and Records ..............................................    9
  3.6    Financial Statements ...........................................   10
  3.7    Accounts Receivable; Inventories ...............................   10
  3.8    Tax Matters ....................................................   10
  3.9    Title to Properties ............................................   11
  3.10   Assets Adequate for Business ...................................   12
  3.11   Agreements, Contracts and Commitments ..........................   12
  3.12   Employee Benefit and Pension Plans .............................   13
  3.13   Required Consents, No Default ..................................   14
  3.14   Litigation .....................................................   14
  3.15   Broker's or Finder's Fees ......................................   14
  3.16   Copies of Documents ............................................   15
  3.17   Intangible Property ............................................   15
  3.18   Governmental Consents ..........................................   15
  3.19   Compliance with Agreements and Laws ............................   15
  3.20   Employee Relations and Labor Matters ...........................   16
  3.21   Absence of Certain Changes or Events ...........................   16
  3.22   Indebtedness to and from Officers, Directors and Stockholders...   17
  3.23   Conflicts of Interest ..........................................   17
  3.24   CPI Personnel Information ......................................   17
  
  
                                          i
  
  
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                                                                           PAGE
  
  3.25   Insurance of Properties .........................................  18
  3.26   Insurance of Independent Contractors ............................  19
  3.27   Compliance with Environmental Laws ..............................  19
  3.28   Guarantees, Warranties and Discounts ............................  21
  3.29   Tort Claims .....................................................  21
  3.30   Disclosure ......................................................  22
  3.31   Investment Purposes Only ........................................  22
  3.32   Unregistered Securities .........................................  22
  
  4      Representations and Warranties of AAC and ASTeX..................  23
  
  4.1    Organization and Related Matters ...............................   23
  4.2    No Breach of Statute or Contract ...............................   23
  4.3    Authorization of Agreement .....................................   23
  4.4    Validity of ASTeX Shares .......................................   23
  4.5    No Broker's or Finder's Fees ...................................   23
  
  5      Conditions Precedent to the Obligations of AAC and ASTeX........   24
  
  5.1    Representations and Warranties of ILCT and CPI to be True
           and Correct...................................................   24
  5.2    Opinion of Counsel to ILCT and CPI .............................   24
  5.3    Required Consents ..............................................   25
  5.4    UCC Termination Statements .....................................   25
  5.5    Legal Proceedings ..............................................   25
  5.6    Assignment of Agreements .......................................   25
  5.7    ILCT's Insurance Plan ..........................................   25
  
  6      Conditions Precedent to the Obligations of ILCT and CPI.........   26
  
  6.1    Representations and Warranties of AAC and ASTeX to be True .....   26
  6.2    Opinion of Counsel to ASTeX and AAC ............................   26
  
  7      Post Closing Covenants..........................................   27
  
  7.1    Hiring of CPI's Employees ......................................   27
  7.2    Change of Name .................................................   27
  
  
  
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                                                                           PAGE
  
  8       Indemnification.................................................  28
  
  8.1     Subjects Indemnified Against by ILCT ..........................   28
  8.2     Subjects Indemnified Against by AAC and ASTeX .................   28
  8.3     Conditions to Indemnification .................................   28
  8.4     Payment for Indemnification ....................................  29
  8.5     Survival of Indemnification ...................................   30
  8.6     Intent of Parties .............................................   30
  8.7     Calculation of Claim Amount ...................................   30
  
  9       Registration of Additional ASTeX Shares........................   31
  
  9.1     Definitions ...................................................   31
  9.2     Procedure .....................................................   31
  9.3     Obligations of ASTeX ..........................................   32
  9.4     Condition Precedent ...........................................   33
  9.5     Indemnification ...............................................   33
  9.6     Transferability ...............................................   35
  9.7     Rule 144 Exception ............................................   35
  
  10      Confidentiality
  
  10.1    Acknowledgement of Confidentiality ............................   35
  10.2    Covenant Not to Disclose ......................................   36
  10.3    Remedies for Breach of Confidentiality ........................   36
  10.4    Reverse Engineering and Modifications .........................   36
  10.5    Remedies ......................................................   36
  10.6    Survival ......................................................   36
  
  11      General........................................................   36
  
  11.1    Survival of Representations, Warranties and Covenants .........   36
  11.2    Press Releases ..... ..........................................   37
  11.3    Payment of Expenses ...........................................   37
  11.4    Governing Law .................................................   37
  11.5    Notices .......................................................   37
  11.6    Successors and Assigns ........................................   38
  11.7    Arbitration ...................................................   38
  11.8    Headings ......................................................   38
  11.9    Counterparts ..................................................   39
  11.10   Waiver ........................................................   39
  11.11   Severability ..................................................   39
  
                                         iii
  
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                                                                           PAGE
  
  11.12   Force Majeure .................................................   39
  11.13   Entire Agreement; Amendments...................................   39
  11.14   Additional Actions ............................................   39
  11.15   Waiver of Bulk Sales Compliance................................   39
  11.16   No Successor Liability ........................................   40
  
  
  
  
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  SCHEDULES
  
  Schedule 1.1(a)       Personal Property
  Schedule 1.1(b)       Inventories
  Schedule 1.1(c)       Material Contracts
  Schedule 1.1(d)       Intellectual Property
  Schedule 1.1(h)       Permits and Licenses
  Schedule 1.1(i)       Cash and Accounts Receivable
  Schedule 2.3(a)       Projected Balance Sheet
  Schedule 2.6          Taxes and Allocation of Purchase Price
  Schedule 3.2          Authorization
  Schedule 3.5          Books and Records
  Schedule 3.6          Audited Financial Statements
  Schedule 3.7          Accounts Receivable; Inventories
  Schedule 3.8          Taxes
  Schedule 3.9          Title to Properties
  Schedule 3.11         Agreements, Contracts and Commitments
  Schedule 3.12         Employee Benefit and Pension Plans
  Schedule 3.13         Required Consents, No Default
  Schedule 3.14         Litigation
  Schedule 3.17         Intangible Property
  Schedule 3.18         Governmental Consents
  Schedule 3.19         Compliance with Agreements and Laws
  Schedule 3.20         Employee Relations and Labor Matters
  Schedule 3.21         Absence of Certain Changes or Events
  Schedule 3.22         Indebtedness to and from Officers, Directors and Stockholders
  Schedule 3.24         CPI Personnel Information
  Schedule 3.25         Insurance of Properties
  Schedule 3.26         Insurance of Independent Contractors
  Schedule 3.27         Compliance with Environmental Laws
  Schedule 3.28         Guarantees, Warranties and Discounts
  Schedule 3.29         Tort Claims
  Schedule 5.3          Required Consents
  
  EXHIBITS
  
  Exhibit A             Escrow Agreement
  Exhibit B             Warranty Bill of Sale
  Exhibit C             Assignment and Assumption Agreement
  Exhibit D             Sales Representative Agreement
  Exhibit E             Officers' Certificates of ILCT and CPI
  Exhibit F             ASTeX's Non-Disclosure and Confidentiality Agreement
  Exhibit G             Officers' Certificates of ASTeX and AAC
  
  
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                              ASSET PURCHASE AGREEMENT
  
  
       THIS ASSET PURCHASE  AGREEMENT (this "AGREEMENT") is made on the 9th day of
  May,  1997,  by and among  Applied  Science  and  Technology,  Inc.,  a Delaware
  corporation  having its  principal  place of business at 35 Cabot Road,  Woburn,
  Massachusetts  01801  ("ASTEX"),  ASTeX/CPI  Acquisition  Corp., a Massachusetts
  corporation  having its  principal  place of business at 35 Cabot Road,  Woburn,
  Massachusetts 01801 ("AAC"),  Converter Power, Inc., a Massachusetts corporation
  having  its   principal   place  of  business  at  148  Sohier  Road,   Beverly,
  Massachusetts  01915 ("CPI"),  ILC  Technology,  Inc., a California  corporation
  having its principal place of business at 399 Java Drive, Sunnyvale,  California
  94089 ("ILCT"), and the sole stockholder of CPI.
  
                                      RECITALS
  
       WHEREAS,  CPI is the  owner of  certain  assets,  as  hereinafter  defined,
  including but not limited to, intellectual property rights, purchase orders, and
  other assets relating to or comprising CPI's products and business; and
  
       WHEREAS, AAC wishes to purchase from CPI and CPI wishes to sell to AAC, all
  of the assets of every  kind and  nature  relating  to CPI's  business,  for the
  consideration set forth below and the assumption of certain of CPI's liabilities
  as set forth below, subject to the terms and conditions of this Agreement.
  
       NOW, THEREFORE,  intending to be legally bound hereby, and in consideration
  of the mutual premises and the representations,  warranties and covenants herein
  contained and other good and valuable consideration, the receipt and sufficiency
  of which are hereby acknowledged, the parties hereto agree as follows:
  
  1.   SALE AND PURCHASE OF THE CPI ASSETS.
  
  1.1  SALE AND  PURCHASE  OF THE CPI  ASSETS.  Based on and subject to the terms,
       provisions  and  conditions  of this  Agreement  and upon the  basis of the
       representations and warranties made herein, CPI shall sell, convey,  assign
       and deliver to AAC, and AAC shall  purchase from CPI, all right,  title and
       interest in and to the all of the assets, properties and rights owned, used
       or held for use by CPI of  every  kind,  nature  and  description,  whether
       tangible  or  intangible,  real,  personal  or mixed and  wherever  located
       pertaining  to the  business  of CPI (the  "BUSINESS")  (collectively,  the
       "ASSETS")  of every  kind and  nature,  including  but not  limited  to the
       following:
  
       (a)  PERSONAL PROPERTY.  All machinery,  equipment,  computers and computer
            equipment,   tools,  supplies,   spare  parts,  furniture,   fixtures,
            leasehold improvements,  supplies and other items of tangible property
            used in the Business,  including but not limited to, tangible personal
            property as of April 30, 1997, plus (i) any  replacements or additions
            thereto  before the date of this  Agreement,  and (ii) any  express or
            implied warranty by the manufacturers or sellers of any item or
  
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            component  part  thereof,  to  the  extent   transferrable,   and  all
            maintenance  records,   brochures,   catalogues  and  other  documents
            relating  to  such  personal   property  or  to  the  installation  or
            functioning thereof (collectively, the "PERSONAL PROPERTY");
  
       (b)  INVENTORIES.  All  inventories  of  raw  materials,   work-in-process,
            finished goods and materials and supplies, wherever located, which are
            related to the  Business,  including  the  inventory  as  indicated on
            SCHEDULE  1.1(B)  as of  April  30,  1997,  plus any  replacements  or
            additions  thereto  prior  to the  date of  this  Agreement  less  any
            inventory  disposed of in the ordinary  course of business  before the
            date of this Agreement (collectively, the "INVENTORY");
  
       (c)  CONTRACTS.  All  rights,  benefits  and  interest  of  CPI  under  all
            contracts,  licenses, leases,  commitments,  agreements,  purchase and
            sale orders and other commitments,  including but not limited to those
            material  contracts  having a value of more  than  $5,000.00  each and
            listed  on   SCHEDULE   1.1(C)   (the   "MATERIAL   CONTRACTS   LIST")
            (collectively, the "CONTRACTS");
  
       (d)  INTELLECTUAL  PROPERTY. All patents,  patent applications,  inventions
            upon which patent applications have not yet been filed, service marks,
            trade names,  trademarks,  trademark  registrations  and applications,
            software,  copyrighted registrations and applications,  trade secrets,
            formulae,  technology,  designs, processes,  inventions,  knowhow, and
            other intellectual property rights, both foreign and domestic, and any
            and all goodwill associated therewith,  presently owned,  possessed or
            used by CPI,  including but not limited to the  intellectual  property
            listed  on  SCHEDULE  1.1(D)  and  including  all  rights  to the name
            "Converter Power, Inc." (collectively, the "INTELLECTUAL PROPERTY");
  
       (e)  CPI SOFTWARE.  All software,  including all object and source code, in
            machine readable and listing form),  documentation (including, but not
            limited to, internal  documentation,  documentation  made available to
            customers  and  training  materials),  flowcharts,  source code notes,
            software tools, compilers, test routines and information,  in whatever
            form, and all revisions, release levels and versions of the foregoing,
            used on or with CPI products or in CPI's Business  (collectively,  the
            "SOFTWARE");
  
       (f)  PROMOTIONAL  MATERIALS.  All sales and  promotional  literature,  data
            sheets, instructional materials, catalogs and similar materials of CPI
            relating to the Business,  regardless of whether those materials exist
            in written, electronic, magnetic or other form;
  
       (g)  RECORDS.  All  financial,   accounting,   sales  and  promotional  and
            operating data, books and records of CPI,  including,  but not limited
            to,  records,   files,  customer  lists,  supplier  lists,  accounting
            records,  cost and pricing  information,  personnel records,  business
            records,  maintenance records,  customer and supplier lists,  business
            plans,  projections  studies or reports,  statistical  process control
            data and similar documents and records,  whether those materials exist
            in written, electronic, magnetic or other form;
  
  
  
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       (h)  PERMITS AND LICENSES. All permits, licenses, consents, authorizations,
            certificates,   registrations  and  other  approvals  granted  by  any
            federal, state, local or foreign court or other governmental authority
            required  or useful  in the  conduct  of the  Business  and  listed on
            SCHEDULE  1.1(H),  to  the  extent  transferable  (collectively,   the
            "LICENSES");
  
       (i)  CASH AND ACCOUNTS RECEIVABLE. All cash, banking accounts, certificates
            of deposit,  customer deposits, and accounts receivable related to the
            Business,  excluding,  however,  any and all rights to tax refunds for
            all periods  ending prior to March 31, 1997 (the  "RECEIVABLES"),  and
            all other current assets, all as reflected on SCHEDULE 1.1(I);
  
       (j)  INTANGIBLES.  All  claims,  causes or rights of action and  intangible
            property  rights of CPI related to the  Business,  including,  without
            limitation,   obsolete   product   designs,   restrictive   covenants,
            confidentiality  obligations  and similar  obligations  of present and
            former employees, officers and consultants of CPI; and
  
       (k)  CLAIMS. All of CPI's claims against any parties relating to any right,
            property or asset included in the Assets,  or against any party to the
            Contracts,  including,  without limitation,  unliquidated rights under
            manufacturers and vendors' warranties or guaranties.
  
  2.   PURCHASE PRICE AND METHOD OF PAYMENT.
  
  2.1  PURCHASE  PRICE.  The purchase price for the Assets (the "PURCHASE  PRICE")
       shall be (i) Six Million Three Hundred Fifty Thousand Dollars  ($6,350,000)
       (subject to  adjustment  as described in Section 2.3) in cash,  (ii) 45,000
       unregistered  shares of ASTeX Common  Stock,  and (iii) the  assumption  of
       certain liabilities of CPI, as described below, payable by AAC as follows:
  
       (a)  At  Closing,  by  certified  check  or wire  transfer,  the sum of Six
            Million Three Hundred Fifty Thousand Dollars ($6,350,000);
  
       (b)  The issuance immediately  following the Closing (as defined in Section
            2.5) of 45,000  unregistered  shares of ASTeX Common  Stock,  $.01 par
            value (the "ASTEX SHARES"). The ASTeX Shares will be held in escrow by
            O'Connor, Broude & Aronson (the "ESCROW AGENT"), to be released to CPI
            over time not to exceed twenty four (24) months  following the Closing
            (the "FINAL ESCROW RELEASE DATE") in accordance  with the terms of the
            Escrow Agreement attached hereto as EXHIBIT A (the "ESCROW AGREEMENT")
            and Section 2.3 (f); and
  
       (c)  If the ASTeX  Shares have not  increased  in market  value to at least
            $1,000,000 on May 8, 1998 (the "ESCROW MEASUREMENT DATE") based on the
            Measurement Closing Price as defined in Section 2.2 below, then on May
            9, 1998 (the "Initial  Escrow Release  Date"),  ASTeX shall pay to CPI
            the  difference  between the market value of the ASTeX Shares based on
            the Measurement Closing Price for the ASTeX Shares and $1,000,000 (the
            "Guaranteed  Value"),  such difference to be payable in cash, stock of
            ASTeX, or a combination of both, at ASTeX's discretion; provided that,
            if the amount of such difference is $100,000 or less,  ASTeX shall pay
            such amount in cash.
  
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            Notwithstanding  the foregoing,  the Guaranteed Value shall be subject
            to  adjustment  if any ASTeX Shares  issued  hereunder are returned to
            ASTeX in  accordance  with the  provisions  of Sections  2.3(e) or 8.4
            below.  In such instance,  the $1,000,000  Guaranteed  Value described
            above shall be reduced based upon the following formula:
  
                    Guaranteed Value =        $1,000,000 X (45,000 - N)
                                                    45,000
  
              N      = Number  of ASTeX  Shares  returned  to  ASTeX  pursuant  to
                     Section 2.3(e) or Section 8.4.
  
            [For illustration purposes only, if 9,946 ASTeX Shares are returned to
            ASTeX from  escrow in  accordance  with  Section  2.3(e) or 8.4,  then
            additional consideration would be payable to CPI only if the remaining
            35,054  ASTeX  Shares did not  increase  in market  value to  $778,978
            [$1,000,000 x (45,000 -  9,946)/45,000].  In such instance,  the ASTeX
            Shares and the additional  consideration shall equal $778,978 with the
            value of any such  shares  calculated  using the  Measurement  Closing
            Price (as defined herein).]
  
  2.2  DETERMINATION  OF MARKET VALUE OF ASTEX SHARES.  The aggregate market value
       for the  ASTeX  Shares  shall be  determined  by using the  average  of the
       closing price of ASTeX's Common Stock,  $.01 par value,  as reported by the
       NASDAQ  National  Market System,  for the four calendar  weeks  immediately
       preceding  the  Initial  Escrow  Release  Date  (the  "MEASUREMENT  CLOSING
       PRICE").
  
  2.3  ADJUSTMENTS TO PURCHASE PRICE.
  
       (a)  Attached hereto as SCHEDULE  2.3(A) is the projected  balance sheet of
            CPI at March 29,  1997 (the  "PROJECTED  BALANCE  SHEET")  prepared in
            accordance with generally accepted accounting principles, consistently
            applied ("GAAP").
  
       (b)  The Projected  Balance Sheet  reflects a projected  book value at that
            date (exclusive of intangible assets) for CPI of $3,917,000,  prior to
            reduction  of an  intercompany  receivable  of  $696,000,  yielding  a
            projected net book value of $3,221,000.
  
       (c)  Within  ninety  (90) days  after  the  Closing,  AAC,  at its cost and
            expense, shall cause KPMG Peat Marwick LLP (the "AUDITORS") to prepare
            and deliver to AAC and ILCT a draft of the Final  Balance Sheet of CPI
            as of April 30, 1997 (as defined below). The draft Final Balance Sheet
            shall be prepared in accordance  with  generally  accepted  accounting
            principles,  consistently applied,  followed in the preparation of the
            Projected Balance Sheet.
  
       (d)  Within ten (10)  business  days after its  receipt of the draft  Final
            Balance Sheet, ILCT shall give AAC written notice  indicating  whether
            it accepts the draft Final  Balance  Sheet or disputes the draft Final
            Balance  Sheet.  The failure to give any notice within that time shall
            be deemed to constitute a notice that the draft Final Balance Sheet is
  
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            accepted.  If the draft Final  Balance Sheet is disputed,  AAC,  ILCT,
            accountants  designated by ILCT ("ILCT  ACCOUNTANTS") and the Auditors
            shall meet to attempt to resolve the  dispute.  If the dispute has not
            been  resolved  within  fifteen  (15)  business  days after ILCT gives
            notice that it disputes the draft Final Balance Sheet, the outstanding
            issues shall be submitted to another "Big 6" accounting  firm selected
            by the Auditors and the ILCT  Accountants  for final  resolution.  The
            only issue to be  resolved  by such  other  firm shall be whether  the
            draft  Final  Balance  Sheet  was  prepared  in  accordance  with  the
            accounting  principles  followed in the  preparation  of the Projected
            Balance Sheet, consistently applied. The fees of such other firm shall
            be shared and paid equally by AAC and ILCT.  After any  disputes  have
            been  resolved,  whether  by  agreement  or  by  such  other  "Big  6"
            accounting  firm,  the Auditors  shall  prepare a Final  Balance Sheet
            which  shall be final and binding  upon the parties and deliver  these
            documents to ASTeX and ILCT. The draft Final Balance  Sheet,  if there
            is no  dispute  under  this  Section,  or the final  balance  sheet as
            determined  pursuant to this Section 2.3(d), if there is a dispute, is
            referred to as the "FINAL BALANCE SHEET."
  
            Notwithstanding  anything  herein to the  contrary,  the Final Balance
            Sheet shall be subject to the following  parameters:  (i) the warranty
            reserve as set forth on the Final  Balance Sheet shall be the lower of
            (A) the  warranty  reserve as  determined  pursuant to Section  2.3(d)
            without  reference to this  sentence,  and (B) the sum of the warranty
            reserve as set forth on the  Projected  Balance  Sheet plus  $400,000;
            (ii) the obsolete  inventory reserve as set forth on the Final Balance
            Sheet  shall be the lower of (A) the  obsolete  inventory  reserve  as
            determined  pursuant  to  Section  2.3(d)  without  reference  to this
            sentence,  and (B) the sum of the  obsolete  inventory  reserve as set
            forth on the Projected  Balance Sheet plus $50,000;  (iii) the accrued
            taxes payable reserve as set forth on the Final Balance Sheet shall be
            the lower of (A) the  accrued  taxes  payable  reserve  as  determined
            pursuant to Section 2.3(d) without reference to this sentence, and (B)
            the sum of the  accrued  taxes  payable  reserve  as set  forth on the
            Projected  Balance Sheet plus $100,000;  and (iv) any reduction in the
            various  reserves  pursuant to this sentence shall be added to the net
            book value as reflected on the Final Balance Sheet.
  
       (e)  For  purposes  of this  Section  2.3(e),  the parties  shall  create a
            "Modified  Final  Balance  Sheet" by taking the Final  Balance  Sheet,
            reducing  the  amount  of any  warranty  reserve,  obsolete  inventory
            reserve and accrued taxes  payable  reserve to the amount as reflected
            on the  Projected  Balance  Sheet,  and  adding  the  amount  of  such
            reductions to the net book value.  If the Modified Final Balance Sheet
            reflects  the net book  value  of CPI as  defined  above of less  than
            $3,221,000, then a number of ASTeX Shares will be returned to AAC from
            escrow, using a price of $22.22 per ASTeX Share on the differential to
            determine  the  number  of  shares to be  returned.  For  illustration
            purposes  only, if the Modified  Final Balance Sheet  reflects the net
            book value of CPI of  $3,000,000,  then an  aggregate  of 9,946  ASTeX
            Shares will be returned to AAC ($221,000 divided by $22.22).
  
            (f)  (i) On the Initial  Escrow  Release Date,  AAC shall release from
                 escrow that number of ASTeX  Shares  equal to the total number of
                 ASTeX  Shares  then  held in  escrow,  plus the  number of shares
                 payable pursuant to Section 2.1(c), less the following:
  
                                         -5-
  
  <PAGE>
  
  
  
            (a)  9001  shares,  which  shall  continue  to be held in escrow  with
                 respect to any shortfall in the warranty reserve; plus
  
            (b)  unless  CPI has  presented  ASTeX  with a  certificate  from  the
                 Massachusetts  Department of Revenue  releasing any liens against
                 the Assets as a result of any tax liability of CPI, an additional
                 4500 shares; plus
  
            (c)  a  number  of  shares  equal  to (A)  the  dollar  amount  of any
                 liabilities  incurred by AAC with  respect to product  warranties
                 (other than so-called "product liability" claims) with respect to
                 products shipped by CPI prior to the Closing,  to the extent such
                 dollar amount  exceeds the warranty  reserve  established  on the
                 Projected Balance Sheet, (B) divided by $22.22; plus
  
            (d)  a  number  of  shares  equal  to (X)  the  dollar  amount  of any
                 liabilities  incurred by AAC with  respect to obsolete  inventory
                 included in the Assets,  to the extent such dollar amount exceeds
                 the  obsolete  inventory  reserve  established  on the  Projected
                 Balance Sheet, (Y) divided by $22.22.
  
                 ASTeX and AAC agree that, to the greatest extent practicable, the
                 shares  to be  retained  hereunder  shall  be the  shares  issued
                 pursuant  to  Section  2.1(c),  and  the  shares  to be  released
                 hereunder  shall be the ASTeX  Shares  initially  delivered  into
                 escrow in connection with the Closing, and that the parties shall
                 promptly deliver such instructions to the Escrow Agent.
  
                 (ii) On the Final Escrow  Release  Date,  AAC shall  release from
                      escrow  theremaining  ASTeX  Shares,  and any shares  issued
                      pursuant to Section 2.1(c), less the following:
  
            (a)  a number of shares equal to the dollar amount of any  liabilities
                 incurred  by AAC with  respect  to any tax  liabilities  assessed
                 against CPI; plus
  
            (b)  a  number  of  shares  equal  to (A)  the  dollar  amount  of any
                 liabilities incurred by AAC during the period May 9, 1998 through
                 May 8,  1999 with  respect  to  product  warranties  (other  than
                 so-called  "product  liability"  claims) with respect to products
                 shipped by CPI prior to the  Closing,  to the extent  such dollar
                 amount,  plus the amount of such  warranty  liabilities  incurred
                 during the period May 9, 1997  through  May 8, 1998,  exceeds the
                 warranty reserve  established on the Projected Balance Sheet, (B)
                 divided  by  $22.22;   provided,  that  if  AAC  and  ASTeX  have
                 previously  received  all or a  portion  of the  ASTeX  Shares as
                 payment  for  indemnification  as  provided  in Section 8 of this
                 Agreement,  or have  made a claim for  indemnification  such that
                 there are not  adequate  ASTeX  Shares  remaining  or reserved to
                 address  the sums due  hereunder,  then CPI shall pay to AAC,  in
                 cash or in ASTeX Shares  (valued at $22.22) the sums equal to the
                 deficiencies  after  adjustment for all ASTeX Shares remaining in
                 escrow prior to such claim.
  
                                         -6-
  
  <PAGE>
  
  
  
                 (iii)The  provisions  of Section 8 limiting the  liability of CPI
                      and ILC to all claims in excess of  $75,000  shall not apply
                      to any claims under this Section 2.3(f).
  
  2.4  ASSUMPTION OF CERTAIN LIABILITIES.
  
       (a)  At the Closing,  AAC shall  assume and agree to pay when due,  perform
            and discharge in accordance with the terms thereof,  and indemnify and
            hold CPI and ILCT harmless from, all of the  liabilities,  obligations
            and  commitments  of CPI (i) that are shown on the  Projected  Balance
            Sheet,  (ii)  that are  disclosed  in any  Schedule  attached  to this
            Agreement,  (iii) that arise after the Closing in connection  with the
            Assets,  including  without  limitation,  contracts  set  forth in the
            Material  Contracts  List, (iv) that arise after March 29, 1997 in the
            ordinary course of CPI's Business, and (v) that is accrued vacation to
            CPI employees not to exceed  $100,000 in the aggregate  (collectively,
            the "ASSUMED LIABILITIES").
  
       (b)  Notwithstanding the foregoing  provisions of Section 2.4(a), AAC shall
            not assume or agree to perform, pay or discharge, and CPI shall remain
            liable for, all  obligations,  liabilities and  commitments,  fixed or
            contingent,  of  CPI  other  than  the  Assumed  Liabilities.  Without
            limiting the foregoing,  the Assumed Liabilities shall NOT include (i)
            any tax liabilities that are not disclosed in any Schedule attached to
            this Agreement  relating to CPI's  operations  prior to the Closing or
            the transactions  contemplated by this Agreement,  (ii) costs incurred
            by  ILCT  or CPI in  connection  with  the  transactions  contemplated
            hereby,  (iii)  liabilities  with  respect to  judgments or pending or
            threatened litigation or causes of action which occur prior to Closing
            (other than  warranty  claims),  (iv) any broker's or finder's fees or
            commission  and the fees of CPI and ILCT's legal counsel in connection
            with this  transaction  incurred by CPI or ILCT,  (v) any and all debt
            due to  ILCT,  employees  or  affiliates  of CPI,  including  sums due
            employees by CPI arising out of CPI's health  insurance  programs that
            is not disclosed in any Schedule attached to this Agreement,  and (vi)
            obligations or  liabilities  arising from any  warranties,  express or
            implied,  with  respect to any  products  shipped  prior to Closing in
            excess of any warranty  reserves set forth in the Final Balance Sheet.
            AAC shall assume all claims for product liability relating to products
            sold by CPI accruing on or after the Closing Date.
  
  2.5  CLOSING. The closing (the "CLOSING") of the sale and purchase of the Assets
       under this Agreement shall take place at the offices of O'Connor,  Broude &
       Aronson at  Waltham,  Massachusetts,  at 10:00 a.m.  on the 8th day of May,
       1997,  or such other date and place as shall be agreed upon by the parties.
       The date of the  Closing is  hereinafter  referred to as the  Closing.  All
       proceedings  to be taken and all  documents to be executed and delivered by
       all parties at the Closing  shall be deemed to have been taken and executed
       simultaneously,  and no proceedings  shall be deemed to have been taken nor
       any documents executed or delivered until all have been taken, executed and
       delivered. At Closing:
  
       (a)  AAC shall  deliver  to CPI the  purchase  price  set forth in  Section
            2.1(a);
  
       (b)  The  parties  and  the  Escrow  Agent  shall  enter  into  the  Escrow
            Agreement;
  
                                         -7-
  
  <PAGE>
  
  
  
       (c)  ASTeX shall  deliver to its transfer  agent  irrevocable  instructions
            authorizing  the transfer  agent to issue the ASTeX Shares in the name
            of CPI and shall cause a certificate evidencing the ASTeX Shares to be
            delivered to the Escrow Agent;
  
       (d)  CPI shall  deliver to AAC a warranty bill of sale in the form attached
            hereto as EXHIBIT B, and AAC shall deliver to ILCT payment therefor as
            set forth above in this Section 2;
  
       (e)  The parties shall deliver the  Certificates  described in Sections 5.1
            and 6.1, and the Opinions of Counsel described in Sections 5.2 and 6.2
            of this Agreement;
  
       (f)  CPI and AAC shall enter into the Assignment  and Assumption  Agreement
            set forth in EXHIBIT C;
  
       (g)  AAC and ILCT shall enter into the Sales  Representative  Agreement set
            forth in EXHIBIT D; and
  
       (h)  The parties shall deliver such additional documents, including but not
            limited to,  certified  copies of charter  documents,  certificates of
            officers  and  secretaries  of  each  corporation,  UCC-3  termination
            statements, consents, as counsel to each of the parties may reasonably
            request.
  
  2.6  TAXES AND ALLOCATION OF PURCHASE  PRICE.  ASTeX shall pay any and all taxes
       arising by virtue of the sale or transfer of the Assets.  CPI shall pay any
       and all income and capital  gains taxes  arising by virtue of CPI's receipt
       of the Purchase  Price.  The aggregate  amount of the Total  Purchase Price
       shall be allocated among the Assets as set forth in SCHEDULE 2.6.  SCHEDULE
       2.6 shall be prepared  within  ninety (90) days after the Closing and shall
       be  reasonably  acceptable  to both  parties.  The  parties  agree that the
       allocation  to  be  reflected  in  SCHEDULE  2.6  will  be  arrived  at  by
       arm's-length  negotiation  and in the judgment of the parties will properly
       reflect the fair market value of the  respective  Assets.  Such  allocation
       will be binding on each party for federal and state  income tax purposes in
       connection  with  the  purchase  of the  Assets  and  will be  consistently
       reflected by the parties in all of their tax returns.
  
  3.   REPRESENTATIONS AND WARRANTIES OF ILCT AND CPI.
  
       Subject  to the  provisions  of  Section  11.1,  ILCT and CPI  jointly  and
       severally   represent   and   warrant   to  AAC  and   ASTeX,   upon  which
       representations   and   warranties   AAC  and   ASTeX   rely,   and   which
       representations  and warranties shall survive the Closing,  notwithstanding
       any  investigation  of the  affairs  of ILCT  and CPI by AAC or  ASTeX,  as
       follows (items  disclosed in any SCHEDULE hereto are deemed  disclosed with
       respect to all representations and warranties set forth herein):
  
  3.1  CAPITALIZATION  OF CPI. CPI's  authorized  capital stock consists solely of
       1,000 shares of Common  Stock,  no par value per share,  of which all 1,000
       shares are issued and  outstanding  on the date hereof and all of which are
       held  of record  and  beneficially solely by ILCT. All such issued and out-
  
                                         -8-
  
  <PAGE>
  
  
  
       standing  shares of CPI  Common  Stock  have been duly and  validly issued
       and are, fully paid and non-assessable.
  
  3.2  AUTHORIZATION.  This  Agreement  has been  duly and  validly  executed  and
       delivered by each of CPI and ILCT. This Agreement and all other  agreements
       and  obligations  entered  into  and  undertaken  in  connection  with  the
       transactions  contemplated  hereby  to  which  CPI  and  ILCT  are  parties
       constitute  the valid and legally  binding  obligations of CPI and ILCT, as
       applicable,  enforceable  against them in accordance with their  respective
       terms  except  insofar as  enforceability  may be  limited  by  bankruptcy,
       insolvency,  or similar laws  affecting the rights of creditors and general
       equitable  principles.  The execution,  delivery and performance by CPI and
       ILCT of this  Agreement  and the  agreements  provided for herein,  and the
       consummation by CPI and ILCT of the  transactions  contemplated  hereby and
       thereby,  will not,  with or without the giving of notice or the passage of
       time or  both,  (a)  except  as set  forth in  SCHEDULE  3.2,  violate  the
       provisions of any law, rule or  regulation  applicable to CPI or ILCT;  (b)
       violate the provisions of the Articles of Organization,  as amended, or the
       Bylaws, as amended, of CPI or the Articles of Incorporation,  as amended or
       Bylaws,  as amended,  of ILCT; (c) violate any judgment,  decree,  order or
       award of any court,  governmental  body or arbitrator  having  jurisdiction
       over CPI or ILCT or any of their  respective  assets or properties;  or (d)
       except as set forth in SCHEDULE  3.2,  violate,  conflict with or result in
       the breach or  termination  of any term or  provision  of, or  constitute a
       default under, or cause any acceleration of any obligation  under, or cause
       the  creation  of  any  indebtedness   under,   any  contract,   agreement,
       commitment, instrument permit, lease or license, applicable to CPI or ILCT,
       or any of the Assets.
  
  3.3  ORGANIZATION.  CPI is a corporation duly organized, validly existing and in
       good standing under the laws of the Commonwealth of Massachusetts,  and has
       all  requisite  power  and  authority  (corporate  and  other)  to own  its
       properties and to carry on its business as now being conducted. CPI is duly
       qualified to do business and in good standing in all jurisdictions in which
       its  ownership of property or the  character of its business  requires such
       qualification  and where  failure to be so qualified  would have a material
       adverse effect on CPI. Certified copies of the Articles of Organization, as
       amended,  and Bylaws of CPI,  as amended to date,  have been  delivered  to
       ASTeX,  and are complete,  and no amendments have been made thereto or have
       been authorized  since the date thereof,  except as contemplated by Section
       5.3.
  
  3.4  SUBSIDIARIES. CPI has no Subsidiaries or foreign sales corporations and CPI
       owns or holds of record and or  beneficially  no shares of any class in the
       capital  of any other  corporations  or in any other  business  enterprise.
       "SUBSIDIARY"  shall mean any  corporation,  partnership,  joint  venture or
       other entity in which CPI has,  directly or indirectly,  an equity interest
       representing  10% or more of the  capital  stock  thereof  or other  equity
       interests therein.
  
  3.5  BOOKS AND RECORDS. Except as set forth in SCHEDULE 3.5 (a) the minute books
       of CPI  provided  to AAC for  review  contain  an  accurate  record  of all
       meetings and other corporate  action of the  stockholders  and directors of
       CPI, and (b) the stock ledger of CPI produced for AAC's review  contains an
       accurate record of the holdings of the stock issued by CPI.
  
                                         -9-
  
  <PAGE>
  
  
  
  3.6  FINANCIAL STATEMENTS.
  
       (a)  CPI FINANCIAL  STATEMENTS.  CPI has delivered to AAC true and complete
            copies of its  unaudited  financial  statements  as of the three  year
            period  ending   September  30,  1996  and  its  unaudited   financial
            statements for the periods  ending March 29, 1997,  December 28, 1996,
            March 30, 1996 and December 30, 1995 (the "CPI FINANCIAL STATEMENTS").
            The CPI  Financial  Statements  are in  accordance  with the books and
            records of CPI, and (i) present  fairly the financial  position of CPI
            as of the respective dates and for the respective  periods  indicated,
            (ii) include all required  material  adjustments,  and (iii) have been
            prepared in accordance with generally accepted  accounting  principles
            applied on a basis consistent with prior periods and practices.
  
       (b)  NO ADVERSE CHANGES OR UNDISCLOSED LIABILITIES.  Except as set forth on
            SCHEDULE 3.6, since March 29, 1997,  there has not occurred or arisen,
            whether or not in the ordinary  course of  business:  (i) any material
            adverse  change in the  assets,  financial  condition,  operations  or
            business of CPI, or (ii) any event, condition or state of facts of any
            character  which has or may  reasonably be expected to materially  and
            adversely  affect  the  results  of  operations,  business,  financial
            condition or prospects  of CPI.  Except as set forth on SCHEDULE  3.6,
            CPI  has no  material  liabilities  or  obligations,  fixed,  accrued,
            contingent or otherwise, which are not fully reflected or provided for
            on, or disclosed in the notes to, the CPI Financial  Statements except
            (i)  liabilities  and  obligations  incurred in the ordinary course of
            business since March 29, 1997,  none of which  individually  or in the
            aggregate  has  been  or is  materially  adverse  to  the  operations,
            business, financial condition or prospects of CPI and (ii) liabilities
            and obligations  permitted or  contemplated by this Agreement.  Except
            for those  liabilities  described  above, CPI or ILCT know of no basis
            for assertion against CPI of any other liability, debt or obligation.
  
  3.7  ACCOUNTS RECEIVABLE;  INVENTORIES. The accounts receivable reflected on the
       Unaudited  Financial  Statements  have been collected or are collectible in
       the amounts shown,  subject to a reasonable allowance for doubtful accounts
       as set forth in the CPI Financial Statements. All sales of CPI inventory as
       set forth in the CPI Financial  Statements are final, other than normal and
       customary   warranty   rights.    There   are   no   significant   refunds,
       reimbursements,  discounts,  or other adjustments payable by CPI in respect
       to any of its accounts  receivable,  and CPI does not know and has received
       no notice of any defenses, rights of setoff,  assignments,  pledges, liens,
       encumbrances,  claims, equities, or conditions enforceable by third parties
       on or affecting the accounts  receivable or inventories  of CPI,  except as
       set forth in  SCHEDULE  3.7.  The  inventories  shown on the CPI  Financial
       Statements  and the  inventories  acquired  since March 29, 1997 consist of
       items of a quantity and quality  usable or salable in the normal  course of
       the business of CPI, and the value at which the  inventories are carried on
       the CPI  Financial  Statements  reflect  the lower of CPI's  cost or market
       value.
  
  3.8  TAX MATTERS.
  
       (a)  Except as set forth on  SCHEDULE  3.8  attached  hereto,  CPI has paid
            either  directly or through  consolidated  tax  returns  filed by ILCT
            (and, as to any of the following which are payable after the Closing,
  
                                        -10-
  
  <PAGE>
  
  
  
            CPI  has  properly  reserved  against  in  accordance  with  generally
            accepted accounting principles) all income taxes, capital gains taxes,
            withholding and other employment taxes,  capital taxes,  sales and use
            taxes,  goods and services  taxes,  business  taxes, ad valorem taxes,
            property  taxes,  excise taxes,  customs and import  duties,  imposts,
            rates,  levies,  assessments  and fees,  and all other  taxes of every
            kind,  character or description,  including all interest,  fines,  and
            penalties   relating   thereto,   imposed  by  any   governmental   or
            quasi-governmental  authority,  domestic or foreign,  whether federal,
            state,  local or municipal  (collectively  the "TAXES") required to be
            paid by CPI for all periods prior to the Closing. CPI has provided AAC
            with true and correct  copies of all tax returns of CPI since 1994. No
            outstanding assessments,  reassessments,  notices of determination, or
            notices of any kind  whatsoever,  or notices of increases in tax rates
            with  respect to any such Taxes exist or to the best  knowledge of CPI
            and ILCT could become a lien on the  properties  or assets of CPI. CPI
            has duly and timely filed or caused to be filed all  reports,  returns
            and other documents  relating to or covering all such Taxes, which are
            due or required  to be filed at or prior to the date of  Closing,  and
            the Taxes or applicable  amount shown thereon have been timely accrued
            or paid. No such filings have  contained any  misstatement  or omitted
            any statement of any fact that should have been included therein.
  
       (b)  None of the income tax  returns  for Taxes of CPI has been  audited by
            any  taxing   authority.   No   action,   suit,   proceeding,   audit,
            investigation  or claim is pending or to the best  knowledge of CPI or
            ILCT are threatened,  in respect of any Taxes for which CPI is liable,
            nor has CPI or ILCT  received  any notice of any  proposed or asserted
            deficiency  or claim  for any  Taxes.  No  waiver  of any  statute  of
            limitations  with  respect to any taxation  year has been  executed by
            CPI; and no agreement, waiver or consent providing for an extension of
            time  with   respect  to  the   assessment,   reassessment   or  other
            determination  of any  Taxes  against  CPI,  and no power of  attorney
            granted  by CPI  with  respect  to any  matters  relating  to Taxes is
            currently in force.
  
       (c)  Subject to the limitations  described in Section 2.3(f),  all reserves
            established  on the Final  Balance  Sheet for  warranty  claims or for
            obsolete  inventory  are  adequate  to  cover  any and all  costs  and
            obligations for any  appropriate  warranty claim (other than so-called
            "product  liability"  claims)  or for the  write-off  of any  obsolete
            inventory.
  
  3.9  TITLE TO PROPERTIES.  Except as set forth in SCHEDULE 3.9, CPI has good and
       marketable  title to all of its  properties  and  assets  reflected  in the
       Financial Statements or acquired since March 29, 1997 except properties and
       assets disposed of in the ordinary course of business since March 29, 1997,
       and none of such  properties or assets is subject to any mortgage,  pledge,
       lien, security interest, lease, charge,  encumbrance,  objection,  claim or
       joint  ownership.  CPI is the sole and lawful owner of the Assets,  and has
       and  except  as set  forth in  SCHEDULE  3.9,  will  convey to AAC good and
       marketable  title and all  proprietary  rights and  interests in and to the
       Assets,  free and clear of all  encumbrances of any kind (including  claims
       for  taxes)  except  for the  Assumed  Liabilities.  Except as set forth in
       SCHEDULE  3.9,  the  delivery  to AAC of the  instruments  of  transfer  of
       ownership  contemplated  by this  Agreement  will vest good and  marketable
       title to the Assets in AAC, free and clear of all  encumbrances of any kind
       or nature  whatsoever,  except  for the  Assumed  Liabilities.  The  Assets
       include all assets  currently  used or useful in the  business or necessary
       for  the operation of the Business as currently  conducted and  include all
  
                                        -11-
  
  <PAGE>
  
  
  
       assets on the  Projected  Balance  Sheet,  except  materials  and  supplies
       consumed and accounts  receivable  paid in the ordinary  course of business
       and assets  acquired after March 29, 1997.  Except as set forth in SCHEDULE
       3.9, all Assets owned or leased by CPI are in the  possession  or under the
       control of CPI.  All leases  listed on  SCHEDULE  3.9 are valid and in full
       force and effect,  and CPI or ILCT have not received  notice of any alleged
       default (that has not been cured or validly waived in writing)  thereunder.
       Except for its  interest as a tenant of real  property  leased to it, or as
       set forth on SCHEDULE 3.9, CPI does not own any right, title or interest in
       or to real property of any kind.
  
  3.10 ASSETS  ADEQUATE FOR BUSINESS.  The  machinery,  equipment and other assets
       owned or leased by CPI are in good  working  order  and are  sufficient  to
       enable CPI to carry on its  business as  presently  conducted.  ILCT is not
       aware of any defects in CPI's  equipment that would require the replacement
       of, or major repairs to, any item in excess of $25,000.00 in the aggregate.
  
  3.11 AGREEMENTS,  CONTRACTS AND COMMITMENTS. Except as shown on SCHEDULE 3.11 or
       any other  Schedule  delivered by CPI  hereunder,  CPI is not a party to or
       liable in connection with and has not made or granted any oral or written:
  
       (a)  employment  agreement or profit-sharing,  bonus,  incentive,  deferred
            compensation,  stock  option  or  purchase,  severance  pay,  employee
            benefit or similar plan or arrangement;
  
       (b)  note, loan, credit, security or guaranty agreement or other obligation
            relating to the borrowing of money;
  
       (c)  license agreement,  or sales representative,  distributor,  franchise,
            advertising or property management agreement;
  
       (d)  agreement for the future  purchase by CPI of any material,  equipment,
            services or supplies in an amount in excess of $5,000 in any  instance
            or $25,000 in the aggregate;
  
       (e)  agreement  for the  future  sale by CPI of any  materials,  equipment,
            services or supplies in an amount in excess of $5,000 in any  instance
            or $25,000 in the aggregate;
  
       (f)  insurance or  indemnity  contract,  bank account and other  depositary
            arrangement  (including  the  names  of  persons  authorized  to  draw
            thereon) or power of attorney;
  
       (g)  agreement,  not  elsewhere  specifically  disclosed  pursuant  to this
            Agreement,  involving,  or  providing  any  benefit  to, any  officer,
            director, employee or stockholder of CPI;
  
       (h)  agreement  or  arrangement  for the sale of any of its  assets  or the
            grant  of any  preferential  rights  to  purchase  any of its  assets,
            property  or  rights  or  requiring  the  consent  of any party to the
            transfer and assignment of such assets, property or rights;
  
                                        -12-
  
  <PAGE>
  
  
  
       (i)  any   contracts,   agreements   or  other   arrangements   imposing  a
            non-competition, non-solicitation or similar obligation on CPI; and
  
       (j)  any other material  agreement whether or not in the ordinary course of
            business.
  
            No third  party  has  given  notice to CPI of any  claim,  dispute  or
            controversy  with respect to any of the  contracts  listed on SCHEDULE
            3.11,  nor has CPI or ILCT  received  notice  or  warning  of  alleged
            nonperformance,  delay in delivery or other  noncompliance by CPI with
            respect to its obligations  under any of such  contracts,  nor, to the
            best  knowledge of CPI and ILCT, are there any facts  indicating  that
            any of such  contracts  may be  totally  or  partially  terminated  or
            suspended by the other parties  thereto,  or that CPI is in default of
            any of its obligations thereunder. CPI enjoys peaceful and undisturbed
            possession under all leases under which it operates.
  
  3.12 EMPLOYEE BENEFIT AND PENSION PLANS.
  
       (a)  Except as listed in SCHEDULE 3.12 attached hereto,  CPI does not have,
            and is not subject to any present or future  obligation  or  liability
            under, any pension plan, deferred compensation plan, retirement income
            plan, stock option or stock purchase plan,  profit sharing plan, bonus
            plan or policy,  employee group insurance plan,  hospitalization plan,
            disability  plan or other employee  benefit plan,  program,  policy or
            practice,  formal or informal,  with respect to any of its  employees,
            other than health plans established pursuant to statute. SCHEDULE 3.12
            also lists the general policies,  procedures and work-related rules in
            effect with  respect to  employees  of CPI,  whether  written or oral,
            including,  but not  limited to,  policies  regarding  holidays,  sick
            leave,  vacation,  disability  and  death  benefits,  termination  and
            severance pay,  automobile  allowances and rights to  company-provided
            automobiles  and  expense   reimbursements.   (The  plans,   programs,
            policies,  practices  and  procedures  listed  in  SCHEDULE  3.12  are
            hereinafter  collectively called the "BENEFIT PLANS"). All reports and
            returns  filed  with any  governmental  agency  with  respect  to such
            benefit  plans owned by CPI filed with any  regulatory  agency  within
            three (3) years prior to the date hereof have been provided to AAC.
  
       (b)  CPI has never had a defined  benefit  pension plan.  The pension plans
            included  in  the  Benefit  Plans  are  registered  under  and  are in
            compliance with all applicable  federal and state  legislation and all
            reports,  returns and filings required to be made thereunder have been
            made.  Such pension plans have been  administered  in accordance  with
            their terms and the  provisions of  applicable  law. Each pension plan
            has been funded in accordance with the  requirements of such plans and
            based on actuarial  assumptions which are appropriate to the employees
            of CPI and the business of CPI. Based on such assumptions, there is no
            unfunded  liability  under any such  pension  plan.  No  changes  have
            occurred since the date of the most recent actuarial report in respect
            of such  pension  plans  which  makes such  report  misleading  in any
            material respect and, since the date of such report,  neither ILCT nor
            CPI has not made or granted or  committed to make or grant any benefit
            improvements  to which  members of the pension plans are or may become
            entitled which are not  reflected in such  actuarial report.  No funds
  
                                        -13-
  
  <PAGE>
  
  
  
            have been withdrawn by CPI from any such pension plan or other Benefit
            Plans.
  
       (c)  No  claims  are  pending  or, to the best  knowledge  of CPI and ILCT,
            threatened  by any employee  covered under the Benefit Plans or by any
            other person which allege a breach of fiduciary duties or violation of
            governing law or which may result in liability to CPI and, to the best
            knowledge  of CPI and  ILCT,  no  basis  for such a claim  exists.  No
            employees  or  former  employees  of CPI are  receiving  from  CPI any
            pension or  retirement  payments,  or are entitled to receive any such
            payments,  not covered by  insurance or by a pension plan to which CPI
            is a party.
  
  3.13 REQUIRED  CONSENTS,  NO DEFAULT.  Except as  described  in  SCHEDULE  3.13,
       neither the execution and delivery of this  Agreement nor compliance by CPI
       and ILCT  with its  terms  and  provisions  will  require  the  affirmative
       consent,   approval,   order  or  authorization  of  or  any  registration,
       declaration or filing with any third party or governmental  authority.  CPI
       is not in default under or in violation of any provision of its Articles of
       Organization, as amended or Bylaws, as amended. CPI is not in default under
       or in violation of any provision of any indenture, mortgage, lease, loan or
       other  agreement  to  which  it is a party  or is  bound  or to  which  its
       properties are subject, except such defaults which in the aggregate are not
       materially  adverse to the business or  financial  condition of CPI. All of
       the  rights  of CPI  under  the  Contracts  extending  beyond  Closing  are
       assignable  to AAC  and  upon  assignment  shall  continue  unimpaired  and
       unchanged  in AAC on or after the  Closing  without  (i) the consent of any
       person (except for any  consents(s)  which have been or will be obtained in
       writing by CPI at or before the Closing or as provided on SCHEDULE 3.13) or
       (ii)  the  payment  of  any  penalty,  the  occurrence  of  any  additional
       obligations or the change of any term.
  
  3.14 LITIGATION. Except as set forth on SCHEDULE 3.14 attached hereto: (a) there
       is no  action,  suit or  proceeding  to which CPI is a party  (either  as a
       plaintiff or defendant)  pending or, to the best knowledge of CPI and ILCT,
       threatened  before any court or  governmental  agency,  authority,  body or
       arbitrator  and, to the best  knowledge of CPI and ILCT,  there is no basis
       for any such action,  suit or proceeding;  (b) neither CPI nor, to the best
       knowledge  of CPI and ILCT,  any  officer,  director or employee of CPI has
       been permanently or temporarily  enjoined by any order,  judgment or decree
       of any court or any governmental agency, authority or body from engaging in
       or  continuing  any conduct or practice in  connection  with the  business,
       assets, or properties of CPI; and (c) there is not in existence on the date
       hereof  any order,  judgment  or decree of any  court,  tribunal  or agency
       enjoining or  requiring  CPI to take any action of any kind with respect to
       its business,  assets or properties.  To CPI and ILCT's knowledge,  CPI has
       delivered to AAC all files,  letters and other  information with respect to
       complaints of customers of CPI in the past twelve months.
  
  3.15 BROKER'S OR FINDER'S FEES. Broadview Associates is acting on behalf of ILCT
       and will be entitled to a broker's or finder's fee in  connection  with the
       transactions contemplated herein, which sum will be paid solely by ILCT.
  
  
                                        -14-
  
  <PAGE>
  
  
  
  3.16 COPIES OF DOCUMENTS. Upon request, ILCT will make available or cause CPI to
       make  available for inspection and copying by AAC or ASTeX or its attorneys
       or accountants true and correct copies of all documents referred to in this
       Section 3 or in any Schedule  delivered by ILCT or CPI to AAC in connection
       with this  Agreement and any other  agreements and records of CPI which AAC
       requests.
  
  3.17 INTANGIBLE PROPERTY.  SCHEDULE 3.17 attached hereto sets forth: (i) a true,
       correct and complete list and,  where  appropriate,  a description  of, all
       items of intangible property owned by, or used or useful in connection with
       the  business  of, CPI,  including,  but not limited  to,  patents,  patent
       applications, trademarks, proposed trademarks, trade secrets, know-how, any
       other  confidential  information of CPI, trade names,  industrial  designs,
       business names and other intangible  property whether or not registered and
       applications for any of the foregoing (the "INTANGIBLE PROPERTY"); and (ii)
       a true,  correct and complete list of all licenses or similar agreements or
       arrangements to which CPI is a party, either as licensee or licensor,  with
       respect to the Intangible  Property,  except for software products that are
       generally commercially available. Except as otherwise disclosed in SCHEDULE
       3.17.  CPI owns or possesses  adequate  licenses or other rights to use all
       Intangible  Property  used  in the  business  of  CPI,  and  the  same  are
       sufficient  to  conduct  its  business  as it has  been  and  is now  being
       conducted. There are no licenses, sublicenses or grants relating to the use
       of any of the  Intangible  Property that are not set forth in Schedule 3.17
       (other  than   licenses   with  respect  to  software   products  that  are
       commercially  available).  To the  best  knowledge  of CPI  and  ILCT,  the
       operations of CPI do not conflict  with or infringe any patent,  trademark,
       trade secret or trade name, registered or unregistered, owned, possessed or
       used by any third  party.  No third  party  has given  notice to CPI to the
       effect that the  operations  of CPI  conflict  with or infringe any patent,
       patent  right,  copyright,   computer  software  right,  mask  work  right,
       trademark,  trade secret or trade name, registered or unregistered,  owned,
       possessed  or used by any third  party.  To the best  knowledge  of CPI and
       ILCT,  there are no facts that  would  give rise to a valid  claim that CPI
       does not have the  unrestricted  right to use, free of any rights or claims
       of others,  all Intangible  Property used in the conduct of the business of
       CPI.
  
  3.18 GOVERNMENTAL CONSENTS. No consent,  approval, order or authorization of, or
       registration,  qualification,  designation, declaration or filing with, any
       governmental authority is required to be obtained or made by ILCT or CPI in
       connection  with the execution  and delivery of this  Agreement or the sale
       and delivery of the Assets, as contemplated by this Agreement,  except such
       filings as  described  in SCHEDULE  3.18.  All such  filings have been made
       prior to and shall be  effective on and as of the Closing or will be timely
       made.
  
  3.19 COMPLIANCE  WITH  AGREEMENTS  AND  LAWS.  CPI has all  requisite  licenses,
       permits and certificates, including environmental (other than those permits
       and  certificates  referenced in Section  3.28) health and safety  permits,
       from federal, state and local authorities necessary to conduct its business
       as  currently  conducted  (collectively,  the  "PERMITS").  The Permits are
       listed on SCHEDULE 3.19, are valid and subsisting and in good standing and,
       except  as  set  forth  in  SCHEDULE  3.19,   will  be  unaffected  by  the
       transactions  contemplated  by  this  Agreement.  Except  as set  forth  in
       SCHEDULE 3.19, the business of CPI as conducted through the date hereof has
       not  violated  any  federal,  state  or  local  laws, regulations or orders
  
                                        -15-
  
  <PAGE>
  
  
  
       (including, but not limited to, any of the foregoing relating to employment
       discrimination,  occupational safety,  environmental protection,  hazardous
       waste, conservation,  or corrupt practices), the enforcement of which would
       have a material  adverse effect on the business or prospects and operations
       of CPI.  Except as set  forth on  SCHEDULE  3.19,  CPI has had no notice or
       communication  from any federal,  state or local governmental or regulatory
       authority or otherwise of any such violation or noncompliance.
  
  3.20 EMPLOYEE RELATIONS AND LABOR MATTERS.
  
       (a)  Except as set forth in SCHEDULE  3.20,  CPI is in compliance  with all
            federal, state and municipal laws respecting employment and employment
            practices, terms and conditions of employment and wages and hours, and
            it is not  engaged  in any  unfair  labor  practice,  and there are no
            arrears in the payment of wages or social security taxes.
  
       (b)  None of the employees of CPI is  represented  by any labor union,  nor
            does CPI have any agreements, whether directly or indirectly, with any
            labor union, employee association or other similar entity. CPI has not
            made commitments to or conducted  negotiations with any labor union or
            employee  association  or similar  entity  with  respect to any future
            agreements.  No trade union,  employee  association  or other  similar
            entity has any bargaining  rights acquired by either  certification or
            voluntary  recognition  with respect to the employees of CPI. There is
            no unfair  labor  practice  complaint  against CPI pending  before any
            federal,  state or local  agency.  There is no pending labor strike or
            other pending organizational drive.
  
       (c)  CPI is in compliance  with all applicable  and material  provisions of
            the Federal Fair Labor  Standards Act or any similar state statute and
            all rules and regulations  under each. Except as disclosed in SCHEDULE
            3.20,  there have been no organizing  attempts (known to ILCT or CPI),
            strikes or other work stoppages  which CPI has suffered.  Neither ILCT
            nor CPI has reason to believe that any such organizing attempt, strike
            or work stoppage is pending, contemplated or threatened.
  
  3.21 ABSENCE OF CERTAIN CHANGES OR EVENTS.  Except as set forth on SCHEDULE 3.21
       attached  hereto,  since March 29,  1997,  (a) CPI has not entered into any
       transaction  that is not in the usual and ordinary course of business,  (b)
       and,  to the best  knowledge  of CPI and  ILCT,  there  has been no  event,
       circumstance or condition which has or could have a material adverse effect
       on CPI's business.  Neither CPI nor ILCT know of any existing or threatened
       occurrence,  event or development specific to the Business which, as far as
       can be  reasonably  foreseen  could have a material  adverse  effect on the
       Business.  Neither  CPI nor ILCT have been  notified  by any (i)  suppliers
       material  to CPI that such  suppliers  will not be  willing  to sell to AAC
       after the  Closing  the lines of  products  presently  sold to CPI, or (ii)
       customers  material  to CPI that  such  customers  will not be  willing  to
       continue  purchasing  from  AAC  after  the  Closing,  without  significant
       reductions,  products  or  services  currently  sold by CPI.  CPI and  ILCT
       believe that CPI's  relationships with its suppliers and customers are good
       commercial working relationships.
  
  
                                        -16-
  
  <PAGE>
  
  
  
  3.22 INDEBTEDNESS TO AND FROM OFFICERS,  DIRECTORS AND STOCKHOLDERS.  CPI is not
       indebted, directly or indirectly, to any person who is an officer, director
       or stockholder of CPI, in any amount whatsoever other than for salaries for
       services rendered or reimbursable business expenses, all of which have been
       reflected  on the  Unaudited  Financial  Statements,  and no such  officer,
       director or  stockholder  is indebted  to CPI except for  advances  made to
       employees  of CPI in the ordinary  course of business to meet  reimbursable
       business expenses  anticipated to be incurred by such obligor. In addition,
       CPI is not a party to any agreement or arrangement  whereby it engages in a
       transaction  of any kind with any affiliate  except on terms and conditions
       no less  favorable  to CPI than would be  customary  for such  transactions
       between  unaffiliated parties or upon terms and conditions on which similar
       transactions  with others could fairly be expected to be entered into.  All
       agreements  and  arrangements  with any affiliate are fairly and accurately
       described in SCHEDULE 3.22.
  
  3.23 CONFLICTS OF INTEREST.  No officer,  director or stockholder of CPI nor, to
       the best  knowledge of CPI or ILCT,  any affiliate of any such person,  now
       has or within the last two years had, either directly or indirectly:
  
       (a)  an equity or debt  interest  in any  corporation,  partnership,  joint
            venture,  association,  organization  or other  person or entity which
            furnishes or sells or during such period furnished or sold services or
            products to CPI or purchases or during such period  purchased from CPI
            any goods or services,  or  otherwise  during such period did business
            with CPI,  except for  ownership  of not more than two percent (2%) of
            the  outstanding  voting  stock of any  entity  which is  listed  on a
            national securities exchange; or
  
       (b)  a  beneficial  interest in any  contract,  commitment  or agreement to
            which CPI is or was a party or under which CPI is or was  obligated or
            bound or to  which  any of CPI's  properties  may be or may have  been
            subject, other than stock options and other contracts,  commitments or
            agreements  between  CPI and  such  persons  in  their  capacities  as
            employees, officers or directors of CPI.
  
  3.24 CPI PERSONNEL INFORMATION.
  
       (a)  SCHEDULE 3.24 attached  hereto is a true and complete  list, as of the
            date of this ------------- Agreement, setting forth:
  
            (i)  The names and business  addresses  and positions of all directors
                 and officers of CPI at the date hereof;
  
            (ii) The names of all persons, if any, holding powers of attorney from
                 CPI, and a summary statement of the terms thereof;
  
            (iii)The name and address of each bank or other  institution  in which
                 CPI has established an account for investment, deposit, checking,
                 savings or  borrowing, or  through which  credit is  extended, a
  
                                        -17-
  
  <PAGE>
  
  
  
                 brief description thereof, and the names and titles of authorized
                 signers and limits, if any;
  
            (iv) A list of all  employees and their annual  compensation  together
                 with  their   social   security   numbers  and  all   independent
                 contractors,  consultants,   subcontractors  with  whom  CPI  has
                 contracted  during the twelve (12) months  preceding  the date of
                 this  Agreement,  and  the  social  security  numbers  and  their
                 commission  and  monies  owed or paid by CPI to such  independent
                 contractors,  consultants and  subcontractors  during said twelve
                 (12) month period; and
  
            (v)  All employees  who are parties to a written or oral  agreement of
                 employment   (including   confidentiality   and   non-competition
                 agreements).
  
       (b)  All independent contractors,  consultants and subcontractors with whom
            CPI has contracted during the twelve (12) months preceding the date of
            this  Agreement  have  been  treated  as such by CPI and have not been
            treated as employees of CPI for which any  withholding  taxes or other
            applicable tax may be due from CPI.
  
       (c)  No oral  contracts  of  employment  have  been  entered  into with any
            employees  employed by CPI which are not terminable in accordance with
            applicable law and CPI has not entered into any  agreements  with such
            employees with respect to the termination of employment.  CPI does not
            have any obligation to reinstate any employees.
  
       (d)  Except as  disclosed  in  SCHEDULE  3.24,  there  are no  outstanding,
            pending  or,  to the best  knowledge  of CPI and ILCT,  threatened  or
            anticipated assessment, actions, causes of action, claims, complaints,
            demands,  orders,  prosecutions  or  suits  against  CPI or any of its
            directors,  officers,  or to  the  best  knowledge  of CPI  and  ILCT,
            employees  pursuant  to or under any  applicable  rules,  regulations,
            orders or laws,  unemployment  insurance,  tax, employer's health tax,
            employment standards, labor relations, occupational health and safety,
            human rights,  workers'  compensation  and pay equity laws relating to
            any past or present  employee or consultant of CPI, nor is CPI or ILCT
            aware  of any  basis  for any such  assessments,  actions,  causes  of
            action, claims, complaints, demands, orders, prosecutions or suits.
  
       (e)  All vacation pay, bonuses,  commissions and other benefits relating to
            the employees of CPI are accurately reflected in all respects and have
            been accrued in its Unaudited Financial  Statements in accordance with
            generally  accepted  accounting  principles  and  except as  otherwise
            disclosed herein.
  
  3.25 INSURANCE  OF  PROPERTIES.  All of  CPI's  properties  and  operations  are
       adequately insured,  by financially sound and reputable  insurers,  against
       loss or damage of the kinds and in amounts to the best knowledge of CPI and
       ILCT  customarily  insured against by such persons,  and CPI carries,  with
       such  insurers  in  customary  amounts,  such  other  insurance,  including
       larceny,  embezzlement  or other  criminal  misappropriation  insurance and
       business interruption insurance, as is  to  the best  knowledge of CPI and
  
                                        -18-
  
  <PAGE>
  
  
  
       ILCT usually carried by companies of established  reputation engaged in the
       same or a similar  business  similarly  situated.  SCHEDULE  3.25  attached
       hereto and made a part hereof  contains a complete  and correct list of all
       policies of  insurance  of every kind and nature  covering  CPI,  including
       without  limitation,  policies of life,  fire,  theft,  employee  fidelity,
       environmental  and  product  liability  coverage  and  other  casualty  and
       liability insurance, indicating the insurer, the policy number, the type of
       coverage,  the amount of coverage and the  expiration  date of each policy.
       Such policies  have been since  January 1, 1993,  and are in full force and
       effect.  Except for Directors' and Officers'  insurance  policies,  none of
       such policies are "claims made"  policies.  Complete and correct  copies of
       each such policy have been made  available to AAC prior to the execution of
       this Agreement.
  
  3.26 INSURANCE OF INDEPENDENT CONTRACTORS. Except as set forth on SCHEDULE 3.26,
       CPI has received from all of its independent  contractors,  consultants and
       subcontractors  to whom it has paid  $25,000.00  or more  since  January 1,
       1993,   certificates  or  other  valid  evidence  of  insurance  that  such
       independent  contractors,  consultants  and  subcontractors  are adequately
       insured,  by  financially  sound and  reputable  insurers,  against loss or
       damage of kinds and in amounts reasonably deemed adequate by CPI.
  
  3.27 COMPLIANCE WITH ENVIRONMENTAL LAWS.
  
       (a)  For purposes of this  Agreement,  the  following  terms shall have the
            following meanings:
  
            (i)  "ENVIRONMENTAL   LAWS"  means  all  applicable  federal,   state,
                 municipal  and local laws,  rules,  regulations,  ordinances  and
                 orders issued by any  governmental or regulatory  agency relating
                 to the  environment,  occupational  health  and  safety,  product
                 safety,  product  liability  and  storage and  transportation  of
                 goods;  including,  but not limited to the federal  Comprehensive
                 Environmental  Response,  Compensation and Liability Act of 1980,
                 as amended from time to time  ("CERCLA");  the federal  Hazardous
                 Materials  Transportation  Act, as amended from time to time; the
                 federal  Resource  Conservation and Recovery Act, as amended from
                 time to time;  and the federal Toxic  Substances  Control Act, as
                 amended from time to time; and the regulations  promulgated under
                 such acts;
  
            (ii) "HAZARDOUS SUBSTANCES" means any waste,  pollutant,  contaminant,
                 material or substance  which is or may be  dangerous,  hazardous,
                 toxic, explosive, corrosive, flammable, infectious,  radioactive,
                 carcinogenic or mutagenic or which could otherwise pose a risk to
                 health,  safety or the environment or the value of the properties
                 owned by CPI or which is the  subject of any  Environmental  Laws
                 governing its Release, use, storage or identification,  including
                 without  limitation any substance which contains  polychlorinated
                 biphenyls  ("PCBS"),  asbestos,  lead, urea formaldehyde or radon
                 gas; and
  
            (iii)"RELEASE" means any release,  spill, leak,  emission,  discharge,
                 leach, dumping, emission, escape or other disposal.
  
                                        -19-
  
  <PAGE>
  
  
  
       (b)  CPI,  the  operation of its  business,  and the use,  maintenance  and
            operation by CPI of the property and assets now or previously owned or
            leased  by CPI  (collectively,  the  "PREMISES")  have been and are in
            compliance with all  Environmental  Laws and CPI has complied with all
            reporting and monitoring  requirements  under all Environmental  Laws.
            CPI  has  not  received  any  notice  of any  noncompliance  with  any
            Environmental Laws.
  
       (c)  CPI has obtained all permits, certificates,  approvals,  registrations
            and  licenses  necessary  to conduct its  business and to own, use and
            operate its properties and assets in compliance with all Environmental
            Laws.
  
       (d)  CPI has not used or stored any  Hazardous  Substances  on or in any of
            the  properties  or  assets  owned  or used by CPI  and,  to the  best
            knowledge of CPI, no hazardous  substances have been used or stored on
            or in such  properties  or  assets by any  other  person.  CPI has not
            Released any Hazardous Substances on or from the properties and assets
            of CPI and no such  Release has  resulted  from the  operation  of its
            business  and the  conduct of all other  activities  of CPI or, to the
            best  knowledge  of CPI and  ILCT,  of any  other  person.  Except  as
            disclosed in SCHEDULE  3.27, CPI has not used any of its properties or
            assets to  produce,  generate,  store,  treat,  handle,  transport  or
            dispose of any Hazardous Substances and none of the real properties or
            leased  premises  has  been or is  being  used by CPI or,  to the best
            knowledge of CPI or ILCT, by any other person,  as a landfill or waste
            disposal site.
  
       (e)  Without limiting the generality of the foregoing, CPI and ILCT are not
            aware of any underground or surface storage tanks or urea formaldehyde
            foam insulation,  asbestos,  PCBs or radioactive substances located on
            or in any of the properties or assets owned or used by CPI. CPI is not
            responsible   for  any  clean-up  or   corrective   action  under  any
            Environmental Laws, and CPI has not been notified of any claim that it
            may be responsible for any such clean-up or corrective action. CPI has
            never conducted or had conducted an environmental audit, assessment or
            study of any of the properties or assets of CPI.
  
       (f)  The sale of the Assets  pursuant to this  Agreement will not give rise
            to any loss of any such  permits or  licenses  or any  requirement  to
            obtain any  approval  or consent to such change of control in order to
            maintain any of such licenses and permits in force and effect.
  
       (g)  There  are  no  private  or  governmental  claims,   actions,   suits,
            arbitrations,  investigations or proceedings pending against CPI by or
            before any court or governmental or other regulatory or administrative
            body pending,  or, to the best  knowledge of CPI and ILCT,  threatened
            which  relate to the business of CPI or the premises in respect of any
            air, water, surface or subsurface  environmental  conditions resulting
            directly or indirectly  from the use,  treatment,  storage,  disposal,
            emission or discharge of Hazardous  Substances or other  pollutants or
            contaminants in, about, or relating to the premises or the business of
            CPI.
  
  
                                        -20-
  
  <PAGE>
  
  
  
       (h)  CPI has not been notified that it is a potentially  responsible  party
            under  CERCLA  or its state  counterparts,  and has not  received  any
            request for information under that Act or its state counterparts.
  
  3.28 GUARANTEES,  WARRANTIES AND DISCOUNTS. Except as described in SCHEDULE 3.28
       OR IN SCHEDULE 3.11:
  
       (a)  Neither  CPI nor  ILCT is a party  to or  bound  by any  agreement  of
            guarantee,  indemnification,  assumption or  endorsement  or any other
            like  commitment  of  the  obligations,   liabilities  (contingent  or
            otherwise)  or  indebtedness  of  any  person  with  respect  to or in
            connection with CPI's business;
  
       (b)  CPI has not given any  guarantee  or warranty in respect of any of the
            products sold or the services  provided by it, except  warranties made
            in the  ordinary  course  of its  business  and which  conform  in all
            material respects with the form of CPI's standard written warranty,  a
            copy of which is attached to SCHEDULE 3.28;
  
       (c)  No repair contracts or maintenance  obligations of CPI in favor of the
            customers or users of its products exist, except obligations  incurred
            in the ordinary  course of business and in  accordance in all material
            respects with CPI's standard  terms, a copy of which has been provided
            to AAC;
  
       (d)  SCHEDULE  3.28  reflects  the  warranty  expense by  product  category
            recorded by CPI since April 1, 1994;
  
       (e)  CPI is not now subject to any  agreement  or  commitment,  and CPI has
            not,  within  three years prior to the date  hereof,  entered into any
            agreement  with or made any  commitment  to any  customer  which would
            require CPI to repurchase  any products  sold to such  customers or to
            adjust any price or grant any refund,  discount or other concession to
            such customer; and
  
       (f)  CPI is not  required to provide any letters of credit,  bonds or other
            financial  security  arrangements in connection with any  transactions
            with its suppliers or customers.
  
  3.29 TORT  CLAIMS.  SCHEDULE  3.29 is a true and  complete  list of all personal
       injury,  property  damage or other tort  claims for which CPI has  received
       written  notice  of  such  claim,  not  including  service  calls,  and all
       accidents known to ILCT and CPI which could  reasonably be expected to give
       rise to such a claim,  during the period from  January 1, 1993  through the
       date of this  Agreement  or claims which were made prior to January 1, 1993
       and which had not been fully  resolved  prior to that date,  whether or not
       covered by insurance,  including, without limitation,  claims involving any
       product distributed or sold by CPI.
  
  
  
                                        -21-
  
  <PAGE>
  
  
  
  3.30 DISCLOSURE. No representation or warranty by ILCT or CPI in this Agreement,
       nor any statement,  certificate or Schedule furnished or to be furnished by
       or on behalf of ILCT or CPI pursuant to this  Agreement nor any document or
       certificate  delivered to ASTeX and AAC pursuant to this Agreement contains
       or will contain any untrue or  misleading  statement of a material  fact or
       omits or will  omit to state a  material  fact  reasonably  related  to the
       transactions  covered by this Agreement,  and all such  representations and
       warranties  are and on the  Closing  will be accurate  and  complete in all
       material respects.
  
  3.31 INVESTMENT  PURPOSES ONLY.  CPI  represents  that it is acquiring the ASTeX
       Shares and any additional  shares issued pursuant to Section 2.1(c) for its
       own account and not with a view to reselling or otherwise distributing such
       shares in violation of any federal or state securities laws and understands
       and  agrees  that the  shares  to be issued  hereunder  are  restricted  on
       transfer  and  must be held  unless  (i)  they  are  registered  under  the
       Securities  Act of 1933,  as amended (the "ACT") or (ii) an exemption  from
       registration is available, and ASTeX has received an opinion of counsel, in
       form and substance satisfactory to it, to such effect.
  
  3.32 UNREGISTERED  SECURITIES.  CPI  understands  that the ASTeX  Shares and any
       additional   shares  issued  pursuant  to  Section  2.1(c)  have  not  been
       registered  under the Act, or the securities laws of any state, in reliance
       upon specific exemptions from registration thereunder,  and agree that such
       shares  may be  neither  sold,  offered  for  sale,  transferred,  pledged,
       hypothecated or otherwise disposed of except in compliance with the Act and
       applicable  state  securities  laws. The  undersigned has been advised that
       ASTeX shall use its best efforts to register the  additional  ASTeX Shares,
       if any,  pursuant to Section  2.1(c) in accordance  with Section 8.3 below.
       CPI understands  that it is not  anticipated  that there will be any market
       for resale of such shares until such  registration is completed and that it
       may not be possible for CPI to liquidate an investment in such shares on an
       emergency  basis. CPI acknowledges  that the following  restrictive  legend
       shall be placed on the reverse  side of the  certificate  representing  the
       ASTeX Shares issued  pursuant to this Agreement and any  additional  shares
       issued pursuant to Section 2.1(c):
  
       "The Shares  represented by this certificate have not been registered under
       the Securities Act of 1933, as amended (the "ACT"),  or under any state law
       and, except pursuant to an effective  registration  statement under the Act
       and  other  laws,  may not be  offered,  sold,  transferred,  or  otherwise
       disposed of without an opinion of  counsel,  satisfactory  to the  Company,
       that such disposition may be made without such registration."
  
       Notwithstanding the foregoing, CPI understands,  and ASTeX agrees, that the
       shares may be distributed to ILCT or transferred pursuant to Rule 144 under
       the  Securities  Act of 1934,  as  amended,  with an  opinion  of  counsel,
       satisfactory to ASTeX, that such transfer may be made without registration.
  
  
  
                                        -22-
  
  <PAGE>
  
  
  
  4.   REPRESENTATIONS AND WARRANTIES OF AAC AND ASTEX.
  
       AAC and ASTeX  severally  represent and warrant to CPI and ILCT, upon which
       representations and warranties CPI and ILCT rely, and which representations
       and warranties shall survive Closing, as follows:
  
  4.1  ORGANIZATION  AND RELATED  MATTERS.  Each of AAC and ASTeX is a corporation
       duly organized,  validly existing and in good corporate  standing under the
       laws of the  Commonwealth  of  Massachusetts  and the  State  of  Delaware,
       respectively, and has full corporate power to enter into this Agreement and
       to consummate the transactions contemplated hereby.
  
  4.2  NO BREACH OF STATUTE OR  CONTRACT.  Neither  the  execution,  delivery  and
       performance of this Agreement and the  consummation  by AAC and ASTeX,  nor
       compliance  with the  terms and  provisions  of this  Agreement  by AAC and
       ASTeX,  will  conflict  with or  result  in a breach  of any of the  terms,
       conditions or provisions of the Articles of Organization, or Bylaws, of AAC
       or the Certificate of Incorporation,  as amended of ASTeX or the Bylaws, as
       amended of ASTeX,  or any  agreement to which AAC or ASTeX is a party or by
       which it is bound.
  
  4.3  AUTHORIZATION OF AGREEMENT. The execution, delivery and performance of this
       Agreement  by AAC and  ASTeX  has been  duly  and  validly  authorized  and
       approved by the Board of Directors of AAC and ASTeX and this  Agreement has
       been duly authorized and approved by ASTeX, as the sole stockholder of AAC.
       No other proceedings on the part of AAC or ASTeX are necessary to authorize
       the execution,  delivery and  performance of this Agreement by AAC or ASTeX
       including  the  issuance  by ASTeX of the ASTeX  Shares and any  additional
       ASTeX Shares pursuant to Section 2.1(c).
  
  4.4  VALIDITY OF ASTEX SHARES.  The ASTeX Shares and any additional ASTeX Shares
       issued  pursuant to Section  2.1(c)  have been duly  authorized  and,  when
       delivered to the Escrow Agent following the Closing or to CPI following the
       Escrow  Release Date,  will have been validly issued and will be fully paid
       and nonassessable. None of the ASTeX Shares nor any additional ASTeX Shares
       issued  pursuant to Section  2.1(c) will be subject to any  restriction  on
       transfer  except for those  imposed by  applicable  securities  laws and as
       contemplated by this Agreement and the Escrow Agreement.
  
  4.5  NO BROKER'S OR FINDER'S FEES. No agent, broker,  investment banker,  person
       or firm acting on behalf of AAC or ASTeX or any of its  affiliates or under
       the  authority  of any of them is or will be  entitled  to any  broker's or
       finder's fee or any other  commission or similar fee directly or indirectly
       in connection with any of the transactions contemplated herein.
  
  
  
                                        -23-
  
  <PAGE>
  
  
  
  5.   CONDITIONS PRECEDENT TO THE OBLIGATIONS OF AAC AND ASTEX.
  
       The  obligations  of AAC to  purchase  the CPI  Shares at the  Closing  are
       expressly  subject to the fulfillment by ILCT and CPI, or waiver by AAC, of
       each of the following conditions on or before the Closing:
  
  5.1  REPRESENTATIONS AND WARRANTIES OF ILCT AND CPI TO BE TRUE AND CORRECT.  The
       representations  and  warranties  of ILCT and CPI set  forth in  Section  3
       hereof  shall be true and correct in all  respects on the Closing  with the
       same effect as though made at such time.  CPI and ILCT shall have performed
       all obligations and complied with all covenants and conditions  required by
       this  Agreement to be performed or complied with by them at or prior to the
       Closing.  Each of CPI and ILCT shall have delivered to AAC a certificate of
       CPI and ILCT, substantially in the form of EXHIBIT E attached hereto, dated
       the  Closing  and signed by a duly  authorized  officer of ILCT  evidencing
       compliance with this Section 5.1.
  
  5.2  OPINION OF COUNSEL TO ILCT AND CPI. AAC shall have  received from Fenwick &
       West LLP and  Lucash,  Gesmer &  Updegrove,  LLP,  counsel to ILCT and CPI,
       respectively, opinions dated the Closing in form and substance satisfactory
       to ASTeX substantially to the effect that:
  
       (i)  CPI is a  corporation  organized  and  validly  existing  and in  good
            standing under the laws of the  Commonwealth of  Massachusetts  and is
            duly qualified to do business in good standing in all jurisdictions in
            which its  ownership  of property  or the  character  of its  business
            requires such  qualification  and where the failure to be so qualified
            would have a material adverse effect on CPI;
  
       (ii) CPI has the  corporate  power to carry on its  business  as now  being
            conducted  and to  consummate  the  transactions  contemplated  by the
            Agreement;
  
       (iii)the  authorized  capital  stock of CPI  consists  of 1,000  shares  of
            Common Stock,  no par value per share,  and the 1,000 shares of Common
            Stock  issued  and  outstanding  constitute  all  of  the  issued  and
            outstanding shares of Common Stock and have been duly authorized,  are
            validly issued and outstanding,  fully-paid, nonassessable and free of
            preemptive  rights  and are held of  record  by  ILCT.  As of the date
            hereof,  the Board of Directors  of CPI has not created or  designated
            the rights and  preferences  of any series of  preferred  stock and no
            shares of preferred stock have been issued;
  
       (iv) this  Agreement  has been duly and validly  executed and  delivered by
            each of CPI and ILCT and constitutes the valid and binding  obligation
            of each of CPI and ILCT  enforceable  against them in accordance  with
            the terms hereof except  insofar as  enforceability  may be limited by
            bankruptcy,  insolvency,  or  similar  laws  affecting  the  rights of
            creditors and general equitable principles and;
  
  
                                        -24-
  
  <PAGE>
  
  
  
       (v)  neither the  execution,  delivery and  performance by each of ILCT and
            CPI of this  Agreement,  nor compliance  with the terms and provisions
            hereof,  will  conflict  with or result in a breach of or constitute a
            default   under  the   Articles   of   Organization   or  Articles  of
            Incorporation,  as amended,  or Bylaws, as amended of CPI and ILCT or,
            to the best  knowledge  of such  counsel,  any  terms,  conditions  or
            provisions of any agreement,  contract,  lease,  license or commitment
            known to such  counsel  to which CPI and ILCT are  parties,  or of any
            judgment,  order, decree or ruling of which such counsel has knowledge
            to which CPI and ILCT are parties,  or any  injunction  to which it or
            they are subject, of any court or governmental authority;
  
       (vi) except as set forth in any Schedule  hereto,  to the best knowledge of
            such  counsel,  CPI is not  engaged  in or  threatened  with any suit,
            action or legal,  administrative,  arbitration or other  proceeding or
            governmental  investigation  nor any legal impediment to the continued
            operation and use by CPI of its  properties and assets in the ordinary
            course of its business,  nor any material dispute or disagreement with
            any employee of CPI or any union; and
  
       (vii)all  authorizations,  consents  and  approvals of and filings with any
            and all  applicable  governmental  authorities  required  in  order to
            permit  consummation by ILCT and CPI of the transactions  contemplated
            by this Agreement have been obtained or made and are in full force and
            effect on the date hereof.
  
  5.3  REQUIRED  CONSENTS.  ILCT shall have  obtained  or shall have caused CPI to
       obtain the  consent or  approval  of each  person  listed on  SCHEDULE  5.3
       attached  hereto,  whose consent or approval is required in connection with
       this  Agreement and CPI shall have  delivered to ASTeX and AAC votes of the
       Board  of  Directors  and  stockholders  of  CPI  authorizing  Articles  of
       Amendment to CPI's Articles of Organization to effect, following Closing, a
       name change of CPI to a name  totally  dissimilar  from  "Converter  Power,
       Inc."
  
  5.4  UCC TERMINATION STATEMENTS.  CPI and ILCT shall have delivered to AAC UCC-3
       termination  statements  relating  to the  termination  of those  financing
       statements set forth in SCHEDULE 3.9.
  
  5.5  LEGAL  PROCEEDINGS.  No action or  proceeding by or before any court or any
       governmental  body shall have been  instituted  or  threatened to restrain,
       prohibit or invalidate  the  transactions  contemplated  by this  Agreement
       which  might  affect the right of AAC to own,  operate or control CPI after
       the Closing or which might subject CPI to material liability.
  
  5.6  ASSIGNMENT OF AGREEMENTS.  Except as provided in SCHEDULE 3.13, each of the
       contracts  set forth on the Material  Contracts  List shall have been fully
       assigned to ASTeX.
  
  5.7  ILCT'S INSURANCE PLAN. ILCT shall keep its medical,  dental and vision self
       insurance  plan open until  September  1, 1997 for all claims  prior to the
       Closing Date submitted by
  
                                        -25-
  
  <PAGE>
  
  
  
       participants  in accordance with said plan, and ILCT shall promptly pay all
       such claims reimbursable under such plan.
  
  6.   CONDITIONS PRECEDENT TO THE OBLIGATIONS OF ILCT AND CPI.
  
       The  obligations  of  ILCT  and  CPI  at the  Closing  are  subject  to the
       fulfillment  by AAC and ASTeX,  or waiver by ILCT and CPI, of the following
       conditions on or before the Closing:
  
  6.1  REPRESENTATIONS   AND   WARRANTIES  OF  AAC  AND  ASTEX  TO  BE  TRUE.  The
       representations  and  warranties  of AAC and ASTeX  under  Section 4 hereof
       shall be true in all respects at the Closing with the same effect as though
       made at such time. AAC and ASTeX shall have performed all  obligations  and
       complied with all covenants and conditions required by this Agreement to be
       performed or complied with by it prior to the Closing.  AAC and ASTeX shall
       have  delivered to ILCT and CPI a certificate  of AAC and ASTeX in the form
       of EXHIBIT G hereto, dated the Closing and signed by authorized officers of
       each of AAC and ASTeX to all such effects.
  
  6.2  OPINION OF COUNSEL TO ASTEX AND AAC.  ILCT and CPI shall have received from
       O'Connor,  Broude & Aronson, counsel to ASTeX and AAC, an opinion dated the
       Closing in form and substance satisfactory to ILCT and CPI substantially to
       the effect that:
  
       (i)  each of ASTeX and AAC is a  corporation  duly  organized  and  validly
            existing and in good standing  under the laws of the State of Delaware
            and the Commonwealth of Massachusetts, respectively;
  
       (ii) each of  ASTeX  and AAC  have  the  corporate  power  to  carry on its
            business as now being  conducted  and to consummate  the  transactions
            contemplated by the Agreement;
  
       (iii)the authorized  capital stock of ASTeX  consists of 10,000,000  shares
            of Common Stock,  $.01 par value per share,  and  1,000,000  shares of
            Preferred Stock, $.01 par value per share, and the 4,664,643 shares of
            Common Stock issued and  outstanding  constitute all of the issued and
            outstanding shares of Common Stock and have been duly authorized,  are
            validly issued and outstanding,  fully-paid, nonassessable and free of
            preemptive  rights.  As of the date hereof,  the Board of Directors of
            ASTeX has not created or designated the rights and  preferences of any
            series of Preferred  Stock and no shares of Preferred  Stock have been
            issued;
  
       (iv) this  Agreement  has been duly and validly  executed and  delivered by
            each of ASTeX and AAC and constitutes the valid and binding obligation
            of each of ASTeX and AAC  enforceable  against them in accordance with
            the terms hereof except  insofar as  enforceability  may be limited by
            bankruptcy,  insolvency,  or  similar  laws  affecting  the  rights of
            creditors and general  equitable  principles  and; this  Agreement has
            been  duly  executed  and  delivered  by  each  of  ASTeX  and AAC and
            constitutes the valid and binding obligation of each of ASTeX and AAC;
            the issuance of the ASTeX Shares and the additional shares, if
  
                                        -26-
  
  <PAGE>
  
  
  
           any, issued pursuant to Section 2.1(c), have been duly authorized,  and
           the ASTeX Shares have been and the  additional  shares,  when issued in
           accordance with Section 2.1(c) will be, validly issued,  fully paid and
           non-assessable,  subject to the terms and  conditions of this Agreement
           and the Escrow Agreement;
  
       (v)  neither the execution,  delivery and  performance by each of ASTeX and
            AAC under this Agreement, nor compliance with the terms and provisions
            hereof,  will  conflict  with or result in a breach of or constitute a
            default  under  the  Certificate  of  Incorporation  and  Articles  of
            Organization, respectively of ASTeX and AAC, as amended, or Bylaws, as
            amended of ASTeX and AAC or, to the best  knowledge  of such  counsel,
            any terms, conditions or provisions of any agreement, contract, lease,
            license or commitment  known to such counsel to which ASTeX or AAC are
            parties,  or of any  judgment,  order,  decree or ruling of which such
            counsel  has  knowledge  to  which  ASTeX or AAC are  parties,  or any
            injunction  to  which  it  or  they  are  subject,  of  any  court  or
            governmental authority;
  
       (vi) except as set forth in any Schedule  hereto,  to the best knowledge of
            such counsel,  neither ASTeX nor AAC is engaged in or threatened  with
            any  suit,  action  or  legal,  administrative,  arbitration  or other
            proceeding or governmental  investigation  nor any legal impediment to
            the continued  operation and use by ASTeX or AAC of its properties and
            assets in the ordinary course of its business; and
  
       (vii)all  authorizations,  consents  and  approvals of and filings with any
            and all  applicable  governmental  authorities  required  in  order to
            permit consummation by ASTeX and AAC of the transactions  contemplated
            by this Agreement have been obtained or made and are in full force and
            effect on the date hereof.
  
  7.   POST-CLOSING COVENANTS
  
  7.1  HIRING OF CPI'S  EMPLOYEES.  AAC agrees  that AAC shall hire at Closing all
       employees of CPI listed on SCHEDULE 3.24 and that each such person shall be
       entitled to receive  credit for the time he or she was  employed by CPI for
       purposes of determining  such employee's  eligibility to participate in the
       various  benefit plans  including,  without  limitation,  vacation,  401(k)
       retirement plans, and health plan benefits then generally offered by AAC or
       ASTeX,  as the case may be.  Nothing in this section  shall be construed as
       any  guarantee  or  obligation  of  continuing  employment  by AAC to  such
       individuals.  ASTeX and AAC agree  that,  from and after the  Closing,  all
       full-time  employees  shall be covered by and participate in ASTeX's and/or
       AAC's health insurance plans (unless said employee waives such coverage) on
       the same terms and  conditions  as are  available to all employees of ASTeX
       generally.
  
  7.2  CHANGE OF NAME. CPI agrees to file Articles of Amendment to its Articles of
       Organization  with  the  Secretary  of  State  of  Massachusetts   promptly
       following Closing, to effect the name change referred to in Section 5.3.
  
  
                                        -27-
  
  <PAGE>
  
  
  
  8.   INDEMNIFICATION.
  
  8.1  SUBJECTS  INDEMNIFIED  AGAINST BY ILCT.  ILCT and CPI jointly and severally
       agree to defend,  indemnify  and hold  harmless  AAC and  ASTeX,  and their
       respective  officers,  directors,   affiliates,  advisors,  successor,  and
       assigns, from and against any and all damages, losses and expenses suffered
       by AAC or ASTeX, or any subsidiary of AAC or ASTeX,  resulting from (i) any
       breach of warranty or agreement or non-fulfillment of any obligation on the
       part of ILCT and CPI under this  Agreement  (including  the  Schedules  and
       Exhibits to this Agreement),  (ii) any  misrepresentation in this Agreement
       or in any Schedule,  Exhibit,  certificate or other instrument furnished by
       CPI or ILCT to AAC or ASTeX  hereunder or any failure to state herein or in
       any such Schedule,  Exhibit  certificate or instrument any fact required by
       the terms hereof or therein to be stated or necessary to be stated in order
       to make the statements made herein or therein not misleading, and (iii) all
       demands, assessments,  judgments,  settlements,  reasonable costs and legal
       and other  expenses  arising from or in connection  with any action,  suit,
       proceeding or claim by any third party  resulting in damage or loss to AAC,
       ASTeX  or any  subsidiary  of AAC or  ASTeX  as a  consequence  of any such
       misrepresentation, breach of warranty or nonfulfillment of obligation.
  
  8.2  SUBJECTS  INDEMNIFIED  AGAINST BY AAC AND ASTEX.  AAC and ASTeX jointly and
       severally  agree to defend,  indemnify  and hold harmless ILCT and CPI, and
       their respective officers, directors,  affiliates, advisors, successor, and
       assigns, from and against any and all damages, losses and expenses suffered
       by ILCT or CPI, or any  subsidiary of ILCT or CPI,  resulting  from (i) any
       breach of warranty or agreement or non-fulfillment of any obligation on the
       part of AAC and ASTeX under this  Agreement  (including  the  Schedules and
       Exhibits to this Agreement),  (ii) any  misrepresentation in this Agreement
       or in any Schedule,  Exhibit,  certificate or other instrument furnished by
       AAC or ASTeX to ILCT or CPI  hereunder or any failure to state herein or in
       any such Schedule,  Exhibit  certificate or instrument any fact required by
       the terms hereof or therein to be stated or necessary to be stated in order
       to make the statements made herein or therein not misleading, and (iii) all
       demands, assessments,  judgments,  settlements,  reasonable costs and legal
       and other  expenses  arising from or in connection  with any action,  suit,
       proceeding or claim by any third party resulting in damage or loss to ILCT,
       CPI  or  any  subsidiary  of  ILCT  or CPI  as a  consequence  of any  such
       misrepresentation, breach of warranty or nonfulfillment of obligation.
  
  8.3  CONDITIONS TO  INDEMNIFICATION.  The  obligations  and liabilities of ILCT,
       CPI, AAC and ASTeX  hereunder with respect to its  indemnities  pursuant to
       this Section 8, resulting from any claim or other assertion of liability by
       third parties, shall be subject to the following terms and conditions:
  
       (a)  The Indemnified  Party (the party seeking  indemnification)  must give
            the  Indemnifying  Party notice in writing within fifteen (15) days of
            (i) any claim or potential claim,  (ii) the commencement of any action
            or proceeding,  or (iii) the occurrence of any other event giving rise
            to indemnification rights under this Section 8 with respect to a third
            party claim,  and, in each case, the basis therefor and the amount, or
            an  estimate  of the  amount of the  claim,  PROVIDED,  HOWEVER,  that
            failure to give such notice  within such fifteen (15) day period shall
            not affect the Indemnified Party's right to be indemnified under this
  
                                        -28-
  
  <PAGE>
  
  
  
            Agreement  unless the  failure to give such  notice  within  such time
            period adversely  affects the  Indemnifying  Party's ability to defend
            themselves  against the claim giving rise to the  Indemnified  Party's
            claim for  indemnification  or to cure the default giving rise to such
            claim. The Indemnifying Party at their sole cost and expense may, upon
            written notice to the Indemnified Party assume the defense of any such
            claim or legal  proceeding if the Indemnifying  Party  acknowledges in
            writing  their  obligations  to indemnify the  Indemnified  Party with
            respect to such claim and has  counsel  reasonably  acceptable  to the
            Indemnified  Party.  In such  event,  the  Indemnified  Party shall be
            entitled to  participate  in (but not control) the defense of any such
            action, with its counsel and at its own expense.
  
       (b)  If the  Indemnifying  Party within fifteen (15) days after notice of a
            claim  hereunder  fails to defend such claim,  the  Indemnified  Party
            shall be entitled to undertake  the defense,  compromise or settlement
            of such claim at the  reasonable  expense of and for the  account  and
            risk  of  the   Indemnifying   Party  subject  to  the  right  of  the
            Indemnifying  Party to  cooperate  in the  defense  of such claim with
            counsel of their choosing and reasonably acceptable to the Indemnified
            Party  at any  time  prior  to the  settlement,  compromise  or  final
            determination thereof.
  
       (c)  The  Indemnifying  Party will not,  without  the  Indemnified  Party's
            written  consent,  which  consent shall not be required as relating to
            monetary payments by the Indemnifying  Party, settle or compromise any
            claim or consent to any entry or judgment which does not include as an
            unconditional term thereof the giving by the claimant or the plaintiff
            to the Indemnified  Party of a release from all liability with respect
            to such claim which , as to any matters other than  monetary  payments
            will not be unreasonably  withheld or delayed.  The Indemnified  Party
            shall not settle or compromise any claim by a third party for which it
            is entitled to  indemnification  hereunder  without the prior  written
            consent  of the  Indemnifying  Party,  unless  suit  shall  have  been
            instituted and the Indemnified Party shall have assumed the control of
            defense of such claim in accordance with Section 8.2(b).
  
       (d)  Notwithstanding the foregoing,  the parties acknowledge and agree that
            O'Connor,  Broude & Aronson,  Fenwick & West LLP and Lucash,  Gesmer &
            Updegrove,  LLP shall be acceptable  counsel to defend, or participate
            in the defense of, claims hereunder.
  
       (e)  Before seeking indemnification hereunder, the Indemnifying Party shall
            use its  reasonable  efforts to obtain the proceeds of any  applicable
            insurance  policies and apply such proceeds to the satisfaction of any
            claims.  Such  insurance  proceeds  shall offset the  liability of the
            Indemnifying Party hereunder.
  
  8.4  PAYMENT  FOR  INDEMNIFICATION.  The  Indemnifying  Party  shall  pay to the
       Indemnified  Party the amount of  established  claims  for  indemnification
       within fifteen (15) days after the  establishment  thereof (the "DUE DATE")
       in cash or by certified  check.  The parties hereby agree that with respect
       to claims  where ILCT  and/or CPI are the  Indemnifying  Party,  such claim
       shall be  satisfied  first,  by  releasing  shares  held  under the  Escrow
       Agreement (the "Escrowed  Shares") in the amount of such claim,  calculated
       using a value per share of $22.22, and second, if the amount of such claim
  
                                        -29-
  
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       is in excess of the value of the  Escrowed  Shares  determined  as provided
       above,  by  delivery  of cash or a  certified  check in the  amount of such
       excess,  and where ASTeX and/or AAC are the Indemnifying  Party, such claim
       shall be satisfied  by delivery of cash or a certified  check in the amount
       of such claim.  Any amounts not paid by  Indemnifying  Party when due under
       this Section 8 shall bear interest from the Due Date thereof until the date
       paid at the lower of eighteen  percent  (18%) per annum or the highest rate
       allowed by law. The  Indemnifying  Party shall be required to indemnify the
       Indemnified Party for any claims or liabilities  hereunder unless and until
       the aggregate of such claims exceeds  $75,000,  whereupon the  Indemnifying
       Party shall be required to indemnify the Indemnified  Party for the excess,
       if any, of the full amount of all such claims over  $75,000 up to an amount
       not to exceed $6,350,000.
  
  8.5  SURVIVAL OF INDEMNIFICATION. The indemnification provided in this Section 8
       shall survive the Closing as set forth in Section 11.1.
  
  8.6  INTENT OF  PARTIES.  The  parties  hereto  intend  for the  indemnification
       provisions of this Section 8 to be construed as a full  indemnification  in
       accordance with its terms,  notwithstanding the use of any "SUBSTANTIAL" or
       "MATERIAL"  standard  contained  elsewhere in this  Agreement.  The parties
       acknowledge  and agree that subject to the  provisions of the last sentence
       of this  Section  8.6,  the  provisions  of this  Section  8 shall be their
       exclusive  remedy for any monetary claims arising out of or related to this
       Agreement and that no party shall have any other right to money damages for
       breach of this Agreement,  or in contract, tort or otherwise arising out of
       or  related  to this  Agreement,  except as  described  in this  Section 8.
       Notwithstanding  the  foregoing,  nothing in the preceding  sentence  shall
       preclude  any party  from  bringing  a claim or claims  based on common law
       fraud or other similar remedies.
  
  8.7  CALCULATION OF CLAIM AMOUNT.
  
       (a)  For purposes of this Section 8, damages,  losses and expenses suffered
            by AAC and ASTeX shall mean only the portion  thereof that exceeds the
            policy  limits  of  any  applicable  insurance.   Notwithstanding  the
            foregoing,  AAC or  ASTeX  shall  be  entitled  to  file a  claim  for
            indemnification  hereunder  and a Claim  under  the  Escrow  Agreement
            regardless of whether such claim is covered by insurance. For purposes
            of  this  Section  8,  should  CPI or  ILCT  be  required  to pay  any
            consideration  to AAC or ASTeX under this  Section 8 (whether in cash,
            by return of ASTeX Shares, or other consideration  acceptable to ASTeX
            or AAC), CPI or ILCT shall pay to AAC the full amount due hereunder.
  
       (b)  The amount of any Claim shall be (i)  increased to take account of any
            net tax cost  incurred  by AAC or ASTeX  arising  from the  receipt of
            indemnity  payments  hereunder (grossed up for such increase) and (ii)
            reduced to take  account  of any net tax  benefit  realized  by AAC or
            ASTeX  arising  from the  incurrence  or  payment  of any such  Claim,
            provided  that for  purposes of this Section 8, tax costs and benefits
            shall not be deemed to occur to the extent that an  indemnity  payment
            results in a reduction  or increase in the basis of an asset of AAC or
            ASTeX, provided further, that the amount of any Claim shall be reduced
            by the amount of any tax benefit, as the case
  
                                        -30-
  
  <PAGE>
  
  
  
            may be,  when  and  only to the  extent  that  AAC or  ASTeX  actually
            realizes such tax benefit, provided, however, that such tax benefit is
            realized prior to the end of ASTeX's 1999 fiscal year.
  
       (c)  Any payments made to AAC or ASTeX  pursuant to the  provisions of this
            Section 8 shall be treated for tax  purposes  but not for  purposes of
            Section 2.3 as an adjustment to the Purchase Price.
  
  9.   REGISTRATION OF ADDITIONAL ASTEX SHARES.
  
  9.1  DEFINITIONS. For purposes of this Section:
  
       (a)  The term "1933 ACT" means the Securities Act of 1933, as amended;
  
       (b)  The  term  "REGISTER",  "REGISTERED",  and  "REGISTRATION"  refer to a
            registration effected by preparing and filing a registration statement
            in  compliance  with the 1933 Act and the  declaration  or ordering of
            effectiveness of such registration statement;
  
       (c)  The term  "REGISTRABLE  SECURITIES"  means any additional ASTeX Shares
            issued pursuant to Section 2.1(c) of this Agreement.
  
       (d)  The term "HOLDER" means CPI, ILCT and any person  holding  Registrable
            Securities  to whom these  registration  rights have been  transferred
            pursuant to this Section.
  
  9.2  PROCEDURE.  ASTeX shall use its best  efforts to file as soon as  practical
       after the Escrow  Release  Date but in no event later than thirty (30) days
       after the Escrow Release Date register the Registrable Securities,  subject
       to the following:
  
       (a)  ASTeX shall not be required to cause a registration statement pursuant
            to this  Section  to  become  effective  prior  to  thirty  (30)  days
            following the effective date of an underwritten registration statement
            initiated by ASTeX;
  
       (b)  ASTeX shall in no event be required to register Registrable Securities
            pursuant to this  Section  having an aggregate  market  value  (before
            deduction of underwriting discounts and expenses of sale) of less than
            One Hundred Thousand Dollars ($100,000.00).
  
       (c)  In the case of any registration effected pursuant to this Section, the
            Holders shall bear  underwriter's  discounts and commissions  (but not
            underwriter's  expenses,  or ASTeX's  legal,  accounting  or  printing
            expenses  or SEC and state  registration  and  qualification  fees and
            expenses,  which will be paid by ASTeX) with such additional  expenses
            of the  registration  being borne by all Holders pro-rata on the basis
            of the amount of securities so registered;  provided, however, that if
            any such cost of expense is attributable  solely to one selling Holder
            and  does  not   constitute  a  normal  cost  or  expense  of  such  a
            registration, such cost or expense shall be allocated to that selling
  
                                        -31-
  
  <PAGE>
  
  
  
            Holder. In addition, each selling Holder shall bear the fees and costs
            of any separate counsel it may select.
  
       (d)  ASTeX,  at its option,  may include  any of the  Holders'  Registrable
            Securities  in an  underwriting,  but only if such Holders  accept the
            terms  of the  underwriting  as  agreed  upon  between  ASTeX  and the
            underwriters  selected  by it, and then only in such  quantity as will
            not, in the opinion of the underwriters, jeopardize the success of the
            offering by ASTeX.  If the total amount of securities that all selling
            stockholders  request to be  included  in such  offering  exceeds  the
            amount  of  securities  that  the  underwriters   reasonably   believe
            compatible  with the  success  of the  offering,  ASTeX  shall only be
            required to include in the offering so many, if any, of the securities
            of the selling Holders as the underwriters believe will not jeopardize
            the  success  of  the  offering  (the  securities  so  included  to be
            apportioned pro-rata among all selling  stockholders  according to the
            total amount of securities owned by them).
  
  9.3  OBLIGATIONS OF ASTEX.  Whenever required under this Section to use its best
       efforts to effect the  registration  of any Registrable  Securities,  ASTeX
       shall, as expeditiously as reasonably possible:
  
       (a)  Prepare and file with the Securities and Exchange Commission ("SEC") a
            registration  statement on Form S-3 with  respect to such  Registrable
            Securities  and  use its  best  efforts  to  cause  such  registration
            statement to become and remain effective;  provided,  however, that in
            connection  with any  proposed  registration  intended  to  permit  an
            offering of any securities from time to time,  ASTeX shall in no event
            be obligated to cause any such registration to remain effective beyond
            such time as the Registrable  Securities are eligible for resale under
            Rule 144 of the 1933 Act.
  
       (b)  Prepare and file with the SEC such  amendments and supplements to such
            registration statement and the prospectus used in connection with such
            registration  statement  as  may  be  necessary  to  comply  with  the
            provisions  of the 1933 Act with  respect  to the  disposition  of all
            securities covered by such registration statement.
  
       (c)  Furnish  to the  Holders  such  numbers  of  copies  of a  prospectus,
            including  a   preliminary   prospectus,   in   conformity   with  the
            requirements  of the 1933 Act,  and such other  documents  as they may
            reasonably   request  in  order  to  facilitate  the   disposition  of
            Registrable Securities owned by them.
  
       (d)  Use its best efforts to register and qualify the securities covered by
            such  registration  statement under such other  securities or Blue Sky
            laws of such jurisdictions as shall be reasonably  appropriate for the
            distribution of the securities covered by the registration  statement,
            provided that ASTeX shall not be required in  connection  therewith or
            as a condition  thereto to qualify to do business or to file a general
            consent to service of process in any such states or jurisdictions, and
            further  provided  that  (anything  in this  Agreement to the contrary
            notwithstanding  with  respect  to the  bearing  of  expenses)  if any
            jurisdiction in which the securities are to be qualified shall require
            that expenses  incurred in connection  with the  qualification  of the
            securities in that jurisdiction be borne by selling shareholders, then
  
                                        -32-
  
  <PAGE>
  
  
  
            such expenses shall be payable by selling  shareholders  pro-rata,  to
            the extent required by such jurisdiction.
  
  9.4  CONDITION  PRECEDENT.  It shall be a condition precedent to the obligations
       of ASTeX to take any action pursuant to this Section that the Holders shall
       furnish to ASTeX such  information  regarding  themselves,  the Registrable
       Securities  held by them,  and the intended  method of  disposition of such
       securities  as ASTeX shall  reasonably  request and as shall be required in
       connection with the action to be taken by ASTeX.
  
  9.5  INDEMNIFICATION.  In the event any Registrable Securities are included in a
       registration statement under this Section:
  
       (a)  To the extent permitted by law, ASTeX will indemnify and hold harmless
            each Holder  requesting or joining in a registration,  any underwriter
            (as  defined in the 1933 Act) for it,  and each  person,  if any,  who
            controls  such  Holder or  underwriter  within the meaning of the 1933
            Act, against any losses,  claims,  damages,  or liabilities,  joint or
            several,  to  which  they may  become  subject  under  the 1933 Act or
            otherwise, insofar as such losses, claims, damages, or liabilities (or
            actions in respect thereof) arise out of or are based on any untrue or
            alleged  untrue  statement  of any  material  fact  contained  in such
            registration statement,  including any preliminary prospectus or final
            prospectus contained therein or any amendments or supplements thereto,
            or arise out of or are based upon the omission or alleged  omission to
            state  therein a  material  fact  required  to be stated  therein,  or
            necessary to make the  statements  therein not misleading or arise out
            of any violation by ASTeX of any rule or regulation promulgated under,
            or any provision of, the 1933 Act  applicable to ASTeX and relating to
            action  or  inaction  required  of ASTeX in  connection  with any such
            registration;  and will reimburse each such Holder,  such underwriter,
            or  controlling  person  for any  legal or other  expenses  reasonably
            incurred by them in  connection  with  investigating  or defending any
            such loss, claim, damage,  liability,  or action;  provided,  however,
            that the indemnity  agreement  (contained  in this Section)  shall not
            apply to amounts paid in settlement of any such loss,  claim,  damage,
            liability,  or action  if such  settlement  is  effected  without  the
            written  consent  of ASTeX  which  consent  shall not be  unreasonably
            withheld nor shall ASTeX be liable in any such case for any such loss,
            claim, damage, liability or action to the extent that it arises out of
            or is based upon an untrue  statement or alleged  untrue  statement or
            omission or alleged omission made in connection with such registration
            statement,  preliminary prospectus, final prospectus, or amendments or
            supplements   thereto,   in  reliance  upon  and  in  conformity  with
            information  furnished in  connection  with  registration  by any such
            Holder, underwriter, or controlling person.
  
       (b)  To the extent permitted by law, each Holder requesting or joining in a
            registration  will  indemnify  and hold  harmless  ASTeX,  each of its
            directors,  each of its  officers  who have  signed  the  registration
            statement,  each person, if any, who controls ASTeX within the meaning
            of the 1933 Act, and each agent, advisor and any underwriter for ASTeX
            (within  the  meaning of the 1933 Act)  against  any  losses,  claims,
            damages, or liabilities to which ASTeX or any such director,  officer,
            controlling person, agent, advisor, or underwriter may become subject,
            under  the 1933 Act or  otherwise,  insofar  as such  losses,  claims,
            damages, or liabilities to which ASTeX or any such director,  officer,
            controlling person,  agent, advisor or underwriter may become subject,
            under the 1933 Act or otherwise, insofar  as such  losses,  claims,
  
                                        -33-
  
  <PAGE>
  
  
            damages,  or liabilities (or actions in respect  thereto) arise out of
            or are based upon any untrue  statement or alleged untrue statement of
            any material fact contained in such registration statement,  including
            any preliminary  prospectus or final prospectus  contained  therein or
            any  amendments or supplements  thereto,  or arise out of or are based
            upon the omission or alleged omission to state therein a material fact
            required  to be stated  therein or  necessary  to make the  statements
            therein  not  misleading,  in each case to the extent that such untrue
            statement or alleged untrue  statement or omission or alleged omission
            was  made  in  such  registration  statement,   preliminary  or  final
            prospectus, or amendments or supplements thereto, in reliance upon and
            in  conformity  with  information  furnished by such Holder for use in
            connection with such registration, and each such Holder will reimburse
            any legal or other expenses  reasonably  incurred by ASTeX or any such
            director,  officer,  controlling person, agent, advisor or underwriter
            in connection with  investigating  or defending any such loss,  claim,
            damage,  liability, or action;  provided,  however, that the indemnity
            agreement  (contained in this Section) shall not apply to amounts paid
            in settlement of any such loss, claim, damage, liability, or action if
            such settlement is effected  without the consent of such Holder (which
            consent shall not be unreasonably withheld) and provided further, that
            the total amounts  payable in indemnity  (including  reimbursement  of
            expenses incurred referred to above) by a Holder under this Section in
            respect of any violation shall not exceed the net proceeds received by
            such Holder in the  registered  offering  out of which such  violation
            arises.
  
       (c)  Promptly after receipt by an  indemnified  party under this Section of
            notice of the commencement of any action, such indemnified party will,
            if a claim in respect  thereof is to be made against any  indemnifying
            party under this subsection,  notify the indemnifying  party who shall
            have the right to participate in, and, to the extent the  indemnifying
            party so desires,  jointly with any other indemnifying party similarly
            notified,   to  assume  the  defense  thereof  with  counsel  mutually
            satisfactory  to the parties  provided,  however,  that an indemnified
            party  shall have the right to retain its own  counsel,  with the fees
            and expenses to be paid by the indemnifying  party, if  representation
            of such indemnified  party by the counsel retained by the indemnifying
            party would be  inappropriate  due to actual or potential  conflict of
            interest   between  such   indemnified   party  and  any  other  party
            represented by such counsel in such proceeding.  The failure to notify
            an indemnifying party promptly of the commencement of any such action,
            if  prejudicial  to his ability to defend such action,  shall  relieve
            such  indemnifying  party of any  liability to the  indemnified  party
            under this subsection,  but the omission so to notify the indemnifying
            party will not  relieve him of any  liability  that he may have to any
            indemnified party otherwise than under this Section.
  
       (d)  In  order  to  provide  for  just  and   equitable   contribution   in
            circumstances  in  which  the  indemnification  provided  for  in  the
            foregoing  paragraphs  of this Section 8 is  applicable  in accordance
            with its  terms  but for any  reason  is held to be  unavailable  from
            ASTeX, the Holder or the underwriters, the Company, the Holder and the
            underwriters will contribute to the total losses, claims, liabilities,
            expenses and damages  (including  any  investigative,  legal and other
            expenses  reasonably  incurred in connection with, and any amount paid
            in  settlement  of,  any  action,  suit  or  proceeding  or any  claim
            asserted,  but after deducting any  contribution  received by ASTeX or
            the Holder from persons other than  underwriters,  such as persons who
            control ASTeX or the Holder within the meaning of the Act, officers of
            ASTeX who signed the registration statement and directors of ASTeX who
            also may be liable for contribution) to which ASTeX or the Holders and
            any one or
  
                                        -34-
  
  <PAGE>
  
  
  
            more of the underwriters may be subject in such proportion as shall be
            appropriate to reflect the relative benefits received by ASTeX and any
            selling  stockholders  other  than the  Holder on the one hand and the
            Holder on the other.  If, but only if, the allocation  provided by the
            foregoing  sentence is not permitted by applicable law, the allocation
            of contribution  shall be made in such proportion as is appropriate to
            reflect not only the relative  benefits  referred to in the  foregoing
            sentence  but  also  the  relative  fault  of  ASTeX  and the  selling
            stockholders  other than the Holders if any, on the one hand,  and the
            Holder,  on the other,  with  respect to the  statements  or omissions
            which resulted in such loss, claim, liability,  expenses or damage, or
            action in respect  thereof,  as well as any other  relevant  equitable
            considerations  with respect to such  offering.  Such  relative  fault
            shall be  determined  by  reference  to whether  the untrue or alleged
            untrue statement of a material fact or omission or alleged omission to
            state a material fact relates to information  supplied by ASTeX, other
            selling  stockholders,  the underwriters and the Holder, the intent of
            the parties and their relative  knowledge,  access to information  and
            opportunity  to correct or prevent such  statement or omission.  In no
            event shall the sums due by Holder exceed the net proceeds received by
            such Holder in the  registered  offering  out of which such  violation
            arises.
  
  9.6  TRANSFERABILITY.  The registration rights of the Holders under this Section
       may  be  transferred  to  any  transferee  of  any  Registrable  Securities
       provided,  however, that ASTeX is given written notice by the Holder at the
       time of such transfer  stating the name and address of the  transferee  and
       identifying  the  securities  with  respect to which the rights  under this
       Section are being transferred.
  
  9.7  RULE  144  EXCEPTION.  Notwithstanding  anything  to the  contrary  in this
       Section, ASTeX shall not be required to register any Registrable Securities
       that, at the time such  registration  would occur,  may be sold pursuant to
       Rule 144 under the 1933 Act.
  
  10.  CONFIDENTIALITY.
  
  10.1 ACKNOWLEDGEMENT  OF  CONFIDENTIALITY.  Each of CPI and ILCT  recognize  and
       acknowledge  that (i) all plans,  systems,  methods,  designs,  procedures,
       books  and  records  relating  to  CPI's  business  operations,   technical
       information  (including functional and technical  specifications,  designs,
       drawings, analysis,  research,  processes,  computer programs,  algorithms,
       methods,  ideas and the like),  business  information  (sales and marketing
       research,  materials,  plans,  accounting and financial information and the
       like) personnel and practices (whether  instituted or commenced prior to or
       subsequent  to  the  date  hereto)  and  other  information  designated  as
       confidential  expressly  or by the  circumstances  in which it is provided,
       (ii) all other records,  documents and information  concerning its business
       activities, practices, and procedures, and any name or style under which it
       shall  have  been  operated  prior  hereto,  and  (iii)  any  logo or other
       descriptive  or  illustrative  form thereof,  as they may have existed from
       time-to-time,  constitute and will constitute valuable,  special and unique
       assets to be transferred to AAC hereunder (collectively (i), (ii) and (iii)
       are referred to as the  "Confidential  Information").  Each of CPI and ILCT
       therefore covenants and agrees that it will not, following the date of this
       Agreement, disclose any part thereof that is confidential, or use or permit
       to be used any such name, style,  logo or form, to or by any person,  firm,
       corporation,  association  or  other  entity,  for any  reason  or  purpose
       whatsoever. Confidential Information does not include information ILCT and
  
                                        -35-
  
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       can prove by clear and  convincing  evidence  as (i) in the  public  domain
       through no  wrongful  act of ILCT or CPI,  or (ii)  received by ILCT or CPI
       from a third  party  who  was not  known  to ILCT or CPI to be  bound  by a
       confidentiality agreement relating to such information.
  
  10.2 COVENANT NOT TO DISCLOSE.  With  respect to the  Confidential  Information,
       ILCT  and  CPI  hereby  agree  that  at all  times  they  shall  not  sell,
       commercialize  or disclose such  Confidential  Information to any person or
       entity.
  
  10.3 REMEDIES FOR BREACH OF  CONFIDENTIALITY.  CPI and ILCT acknowledge that the
       unauthorized  use,  commercialization  or  disclosure  of the  Confidential
       Information  would cause  irreparable  harm. CPI and ILCT  acknowledge that
       remedies at law would be  inadequate  to redress  the actual or  threatened
       unauthorized  use,  commercialization  or disclosure  of such  Confidential
       Information  and  that  the  foregoing  restrictions  may  be  enforced  by
       temporary  and  permanent  injunctive  relief.  In  addition,  any award of
       injunctive  relief shall include  recovery of associated costs and expenses
       (including attorneys' fees).
  
  10.4 REVERSE  ENGINEERING AND MODIFICATIONS.  Neither ILCT nor CPI shall develop
       or market  products  or  systems,  etc.  similar  to the  Assets  that were
       developed in whole or in part by reverse engineering or otherwise imitating
       the functionality of the Assets.  Neither ILCT nor CPI shall have the right
       at any time to modify or permit  modification of the Assets so as to create
       derivative works, without the prior written consent of ASTeX and AAC.
  
  10.5 REMEDIES.   Nothing  contained  in  this  Section  shall  be  construed  as
       prohibiting  ASTeX or AAC from  pursuing  any other  remedies  available to
       either of them for any such breach or threatened  breach of the  provisions
       of  this  Section  10,  including  recovery  of  damages  and an  equitable
       accounting of all earnings,  profits and other  benefits  arising from such
       violation.
  
  10.6 SURVIVAL.  The terms of this Section 10 shall survive the Closing and shall
       not be subject to the limitations on indemnification  provided in Section 8
       or the limitations on survival of representations, warranties and covenants
       contained in Section 11.1.
  
  11.  GENERAL.
  
  11.1 SURVIVAL OF REPRESENTATIONS,  WARRANTIES AND COVENANTS. The representations
       and  warranties  of  any  party  contained  herein  or in any  Schedule  or
       certificate delivered hereunder,  shall remain in full force and effect and
       shall be unaffected by any investigation made by AAC or ASTeX hereunder and
       shall  survive  the  Closing  and  the  consummation  of  the  transactions
       contemplated hereby for a period of eighteen (18) months; PROVIDED that the
       representations  and  warranties  described in Section 3.8(a) and (b) shall
       survive the  Closing  until the  expiration  of any  applicable  statute of
       limitations   relating  thereto  and  the  representations  and  warranties
       described in Section  3.8(c) shall  survive the Closing for a period of two
       (2)  years,  and the  covenants  described  in  Section  10  shall  survive
       indefinitely.  All claims and actions for  indemnity  pursuant to Section 8
       for  breach  of  any  representation  or  warranty  shall  be  asserted  or
       maintained in  writing  on  or prior to  the expiration  of the applicable
  
                                        -36-
  
  <PAGE>
  
  
  
       period.  All  covenants  and  agreements  contained  herein which are to be
       performed or fulfilled  after the Closing  shall survive and remain in full
       force and effect.
  
  11.2 PRESS RELEASES. No party shall issue any press release or written statement
       for general circulation  relating to the transactions  contemplated hereby,
       (except for such filings with the Securities and Exchange Commission as are
       as  required  by law in the  opinion  of its  counsel),  without  the prior
       written consent of ILCT and ASTeX,  which consent shall not be unreasonably
       withheld or delayed.
  
  11.3 PAYMENT OF EXPENSES.  Whether or not the transactions  contemplated  hereby
       are consummated, ASTeX shall pay its and AAC's own expenses, and ILCT shall
       pay its  own and  CPI's  expenses,  in  connection  with  the  negotiation,
       authorization,  preparation,  execution and  performance of this Agreement,
       including,  without limitation, all fees and expenses of investment banking
       firms, agents, representatives, counsel and accountants.
  
  11.4 GOVERNING LAW. This Agreement shall be governed in all respects, whether as
       to validity,  construction,  capacity,  performance  or  otherwise,  by the
       internal laws of the  Commonwealth  of  Massachusetts  in which it has been
       executed and in which it has a situs. ILCT and CPI consent to the exclusive
       jurisdiction of the courts of the  Commonwealth of  Massachusetts,  and any
       federal court located therein,  and to the  appropriateness of the venue of
       such courts,  in connection  with any dispute  which may arise  pursuant to
       this Agreement or is related to the transactions contemplated hereby.
  
  11.5 NOTICES.  Any  payments,   notices  or  other  communications  required  or
       permitted  hereunder  shall be given in  writing  and  deemed  to have been
       properly given if and when  delivered  personally or sent by certified mail
       or recognized overnight delivery service, return receipt requested, postage
       prepaid, addressed as follows:
  
       if to ASTeX and AAC:  Applied Science and Technology, Inc.
                             35 Cabot Road
                             Woburn, Massachusetts 01801
                             Attention: Richard S. Post, Ph.D., President
                             Mr. John M. Tarrh, Senior Vice President
  
       with a copy to:       O'Connor, Broude & Aronson
                             950 Winter Street, Suite 2300
                             Waltham, Massachusetts 02154
                             Attention:  Neil H. Aronson, Esquire
  
      if to CPI and ILCT:    Converter Power, Inc.
                             148 Sohier Road
                             Beverly, Massachusetts 01915
                             Attention: Steve Joyner
                             Chief Operating Officer
  
                                        -37-
  
  <PAGE>
  
  
  
       and if to ILCT:       ILC Technology, Inc.
                             399 Java Drive
                             Sunnyvale, California 94089
                             Attention: Richard D. Capra
                             Chief Operating Officer
  
       with copies to:       Fenwick & West LLP
                             Two Palo Alto Square
                             Palo Alto, California 943306
                             Attention:  Kathy Tallman Schuda, Esquire
  
                             Lucash, Gesmer & Updegrove, LLP
                             40 Broad Street
                             Boston, Massachusetts 02110
                             Attention: Jill Swaim, Esquire
  
       or such other  address as shall be furnished  in writing by any party,  and
       any such payment, notice or communication shall be deemed to have been made
       or given three business days after the date so mailed (except that a notice
       of change of address shall not be deemed to have been given until  received
       by the addressee) or on the date of actual receipt, whichever first occurs.
  
  11.6 SUCCESSORS  AND  ASSIGNS.  This  Agreement  shall be binding upon and shall
       inure to the  benefit  of the  parties  and  their  respective  successors,
       assigns,  heirs,  executors,   administrators  and  legal  representatives,
       provided,  however,  that  ILCT and CPI  shall  not  delegate  any of their
       obligations hereunder to any party without the prior written consent of AAC
       and ASTeX other than in accordance with a transfer of  registration  rights
       described in Section 9.6.
  
  11.7 ARBITRATION.  Any dispute,  controversy or claim arising out of or relating
       to this Agreement,  including, but not limited to, any breach, or as to its
       existence,  validity,   interpretation,   performance  or  non-performance,
       breach, or damages,  including claims in tort, shall be decided by a single
       neutral  arbitrator  in  binding  arbitration  pursuant  to the  commercial
       Arbitration Rules of the American  Arbitration  Association then in effect.
       The arbitration shall take place in Boston, Massachusetts,  and in no other
       place. The parties to any such arbitration  shall be limited to the parties
       to this  Agreement (or any successor  thereof).  The  arbitration  shall be
       conducted  in  accordance  with the  procedural  laws of the United  States
       Federal Arbitration Act, as amended. The written decision of the arbitrator
       shall be final and binding, and may be entered and enforced in any court of
       competent jurisdiction and each party specifically  acknowledges and agrees
       to waive any right to a jury  trial in any such  forum.  Each  party to the
       arbitration shall pay its fees and expenses, unless otherwise determined by
       the arbitrator.
  
  11.8 HEADINGS.  The  descriptive  headings  of  the  several  Sections  of  this
       Agreement are inserted for convenience only and do not constitute a part of
       this Agreement.
  
  
                                        -38-
  
  <PAGE>
  
  
  
  11.9 COUNTERPARTS.  This Agreement may be executed in one or more  counterparts,
       all of which together shall considered one and the same agreement.
  
  11.10WAIVER.  The failure of any party to this Agreement at any time or times to
       required performance of any provision hereof shall in no manner affect such
       party's  right at a later time to enforce the same.  No waiver by any party
       of any condition, or of the breach of any term, covenant, representation or
       warranty contained in this Agreement,  whether by conduct or otherwise,  in
       any one or more  instances  shall be deemed to be or construed as a further
       or  continuing  waiver of any such  condition  or breach or a waiver of any
       other condition or the breach of any other term,  covenant,  representation
       or warranty of this Agreement.
  
  11.11SEVERABILITY.  The parties intend that in the event that any one or more of
       the  provisions  contained  herein  shall,  for any  reason,  be held to be
       invalid,  illegal,  or  unenforceable  in any respect,  then such  invalid,
       illegal or unenforceable provision shall not affect the other provisions of
       this Agreement,  and this Agreement shall be construed as if such provision
       had never been contained herein.
  
  11.12FORCE MAJEURE.  Notwithstanding  any other provision of this Agreement,  no
       party shall be deemed in default of this Agreement or bear liability to the
       other  parties  for any delay,  failure  in  performance,  loss,  or damage
       arising  from causes  beyond its  reasonable  control,  including,  but not
       limited to the following:  fire, work stoppage,  embargo,  explosion, power
       failure,  earthquake,  nuclear accident, volcanic action, flood, war, civil
       disturbance,  interventions  of military  authority,  acts of God or public
       enemy,  or other  causes  beyond  its  reasonable  control,  whether or not
       similar to the foregoing.
  
  11.13ENTIRE AGREEMENT,  AMENDMENTS. This Agreement contains the entire agreement
       among the parties  hereto  with  respect to the  transactions  contemplated
       herein,  and supersedes all prior  agreements and  understandings,  whether
       written or oral,  among the  parties  hereto  with  respect to the  subject
       matter of this Agreement.  This Agreement may be  supplemented,  amended or
       revised only in writing and signed by all of the parties hereto.
  
  11.14ADDITIONAL  ACTIONS.  At any time and from time to time after the  Closing,
       upon request and without further consideration, either party promptly shall
       execute  and  deliver  such  instruments  of  sale,  transfer,  conveyance,
       assignment  and  confirmation  and take such other action as may reasonably
       requested  to more  effectively  transfer,  convey and assign to AAC and to
       confirm AAC's title to, all of the Assets,  to put AAC in actual possession
       and operating control thereof,  to assist AAC in exercising all rights with
       respect  thereto and to carry out the purpose and intent of this Agreement,
       and all agreements referenced herein.
  
  11.15WAIVER OF BULK SALES  COMPLIANCE.  The parties  acknowledge  and agree that
       CPI and ILCT have not complied with notification and other  requirements of
       the bulk  sales laws in force in the  jurisdictions  where such laws may be
       applicable to CPI, ILCT or the transactions contemplated by this Agreement.
  
  
                                        -39-
  
  <PAGE>
  
  
  
  11.16NO SUCCESSOR LIABILITY.  It is expressly understood that the parties intend
       that neither AAC nor ASTeX shall be considered a successor to CPI by reason
       of any  theory  of law or  equity,  and that AAC and  ASTeX  shall  have no
       liability except as otherwise provided in this Agreement for any obligation
       or liability of CPI.  Nothing in this Agreement will be construed as giving
       any  person,  firm,  corporation  or other  entity,  other than the parties
       hereto and their  successors and permitted  assigns,  any right,  remedy or
       claim under or in respect of this Agreement or any provision hereof.
  
  
  
                                        -40-
  
  <PAGE>
  
  
       IN WITNESS  WHEREOF,  this  Agreement has been signed by a duly  authorized
       officer  of each of AAC,  ASTeX,  CPI and ILCT as of the day and year first
       above written.
  
  ASTeX/CPI ACQUISITION CORP.                   CONVERTER POWER, INC.
  
  
  
  By:                                           By:
        Richard S. Post, Ph.D.                       Steven Joyner
        President                                    President
  
  APPLIED SCIENCE AND TECHNOLOGY, INC.          ILC TECHNOLOGY, INC.
  
  
  
  By:                                           By:
        Richard S. Post, Ph.D.                       Richard D. Capra
        President                                    President
  
  
  
  
                                        -41-
  <PAGE>
  
  
  
  
  
  
  
  
  
  
  
  
                                     EXHIBIT A
  
  
  
  
  
  
  
  
  
  
  
  
  <PAGE>
  
                                  ESCROW AGREEMENT
  
  
       This Escrow Agreement (the  "Agreement") is entered into as of this 9th day
  of  May  1997  by  and  among  ASTeX/CPI   Acquisition  Corp.,  a  Massachusetts
  corporation  having its  principal  place of business at 35 Cabot Road,  Woburn,
  Massachusetts 01801 ("AAC"), Converter Power, Inc., a Massachusetts corporation,
  having  its   principal   place  of  business  at  148  Sohier  Road,   Beverly,
  Massachusetts 01915 ("CPI"), and O'Connor, Broude & Aronson, having an office at
  950 Winter  Street,  Suite  2300,  Waltham,  Massachusetts  02154  (the  "Escrow
  Agent").  All capitalized terms used herein but not otherwise defined shall have
  the meanings assigned to them in the Asset Purchase Agreement, as defined below.
  
                                      RECITALS
  
       WHEREAS,  Applied Science and Technology,  Inc.  ("ASTeX"),  AAC, Converter
  Power,  Inc.  ("CPI"),  and ILC  Technology,  Inc.  have  entered  into an Asset
  Purchase  Agreement  dated  May  9,  1997  (the  "Asset  Purchase   Agreement");
  capitalized  terms  herein  have  the  meanings  assigned  to them in the  Asset
  Purchase Agreement;
  
       WHEREAS,  in connection with the Asset Purchase Agreement and following the
  Closing Date,  forty-five thousand (45,000)  unregistered shares of ASTeX Common
  Stock,  $.01 par value  (the  "Escrowed  Shares"),  will be placed in escrow and
  administered in accordance with the provisions of this Agreement;
  
       NOW, THEREFORE,  intending to be legally bound hereby, and in consideration
  of the mutual premises and the representations,  warranties and covenants herein
  contained and other good and valuable consideration, the receipt and sufficiency
  of which are hereby acknowledged, the parties hereto agree as follows:
  
  1.   ESTABLISHMENT  OF ESCROW.  CPI will  deposit  with the Escrow Agent and the
       Escrow Agent will  acknowledge,  upon receipt,  receipt of certificates for
       45,000  shares  of  common  stock  of  ASTeX   (hereafter  with  any  other
       securities, cash or other property delivered to or held by the Escrow Agent
       under the terms hereof referred to as the "Escrow Fund").  Any common stock
       of ASTeX or other  securities  from  time to time held in the  Escrow  Fund
       shall be  registered  in the name of the Escrow Agent or its  nominee.  The
       Escrow  Fund  shall be held by the  Escrow  Agent in escrow  subject to the
       terms and conditions set forth herein.
  
  2.   DIVIDENDS  AND  DISTRIBUTIONS:  INVESTMENT OF CASH:  VOTING OF SHARES.  Any
       securities or other property (except  ordinary cash dividends)  issued with
       respect to, or in exchange  for,  any  securities  held in the Escrow Fund,
       shall become a part of the Escrow Fund and shall be held hereunder upon the
       same terms as the securities  with respect to or in exchange for which such
       securities  shall  have been  issued.  Any  rights to  purchase  securities
       distributed  from time to time on the shares  held in the Escrow Fund shall
       be sold promptly by the Escrow Agent and the proceeds of such sale shall be
       added to the Escrow  Fund.  All cash  dividends on  securities  held in the
       Escrow  Fund  shall not  constitute  part of the  Escrow  Fund but shall be
       distributed  to  CPI. The Escrow  Agent shall invest any  cash held in the
  
                                        -1-
  <PAGE>
  
  
  
       Escrow Fund as directed in writing by CPI in U.S. Government obligations or
       bank certificates of deposit,  and it shall not be responsible for any loss
       incurred  upon  any  such   investment   made  in   accordance   with  such
       instructions.  In the event of any meeting of  stockholders of ASTeX during
       the term of this  Agreement,  the Escrow Agent shall send to CPI,  promptly
       (but in no event  later  than  seven (7) days after  receipt  from  ASTeX),
       copies of any notices,  proxies and proxy material in connection  with such
       meeting.  The  Escrow  Agent  shall  execute  and  deliver  to CPI a  proxy
       authorizing CPI to vote the whole number of shares of common stock of ASTeX
       in the Escrow Fund.  Any of the shares of common stock of ASTeX held in the
       Escrow Fund as to which the Escrow Agent receives no direction shall not be
       voted.
  
  3.   CLAIMS  AGAINST  ESCROW FUND. At any time or times prior to the  applicable
       date set forth in Section 2 of the Asset Purchase  Agreement,  AAC may make
       claims  against the Escrow Fund for  indemnification  pursuant to the Asset
       Purchase Agreement.  AAC shall notify CPI and the Escrow Agent of each such
       claim  specifying the amount and basis  thereof.  If CPI shall dispute such
       claim, it shall give written notice of such objection to AAC and the Escrow
       Agent  within  thirty  (30) days after  receipt  of notice of AAC's  claim;
       otherwise,  such  claim  shall be deemed to have  been  acknowledged  to be
       payable in the full amount  thereof and shall be paid  forthwith  to AAC by
       delivery  of shares  of  ASTeX's  common  stock or other  property  or both
       (taking  proportionately  from each class of shares or property held in the
       Escrow Fund) having a fair market value (determined as hereafter  provided)
       equal to the amount of such claim.
  
  4.   DISPUTED CLAIMS.  If CPI shall dispute an  indemnification  claim of AAC as
       above  provided,  the Escrow  Agent shall set aside a portion of the Escrow
       Fund whose fair market value is  sufficient  to pay said claim in full.  If
       the disputed claim has not been resolved or  compromised  within sixty (60)
       days after the notice of dispute of the same,  said claim shall be referred
       by   either   party   to  the   American   Arbitration   Association   (the
       "Association"),  to be settled by arbitration in Boston,  Massachusetts  in
       accordance with the commercial  arbitration  rules of the Association,  and
       judgment upon the award  rendered by the  arbitrator  may be entered in any
       court having jurisdiction  thereof.  The determination of the arbitrator as
       to the  amount,  if any,  of the  indemnification  claim  which is properly
       allowable,  shall be  conclusive  and binding  upon the parties  hereto and
       shall be  forthwith  paid by the Escrow Agent to AAC out of the Escrow Fund
       at the fair market value of the property held therein.
  
  5.   FAIR MARKET VALUE OF ESCROW FUND. For the purposes of this  Agreement,  the
       fair market value of the property (other than shares of ASTeX Common Stock)
       held in the Escrow  Fund  shall be  conclusively  determined  by the Escrow
       Agent at the time of each  payment  or  distribution  to be made out of the
       Escrow  Fund and at the time of  setting  aside of a portion  of the Escrow
       Fund for such  payments;  provided,  that  shares of common  stock of ASTeX
       shall be valued at $22.22 per share.
  
  6.   TERMINATION.  The Escrow Fund shall be  distributed  as provided in Section
       2.3 of the Asset Purchase Agreement.  This Agreement shall terminate on the
       date set forth in Section 2.1(b) of the Asset Purchase Agreement; PROVIDED,
       HOWEVER, that if there are outstanding indemnification claims on such date,
  
                                         -2-
  
  <PAGE>
  
  
  
       this Agreement  shall continue in effect until all  indemnification  claims
       made by AAC pursuant to Section 3 hereof prior to said date shall have been
       disposed of. At such time as all remaining indemnification claims hereunder
       have been resolved,  the Escrow Agent shall distribute the remaining Escrow
       Fund, if any, to CPI within five (5) business days of the resolution of the
       last indemnification claim hereunder.
  
  7.   THE ESCROW  FUND.  Notwithstanding  anything  herein to the  contrary,  the
       Escrow Agent shall  promptly  dispose of all or any part of the Escrow Fund
       as directed by a writing  signed by CPI and AAC.  The  reasonable  fees and
       expenses of the Escrow Agent,  including the fees and  disbursements of its
       counsel, in connection with its performance of this Agreement shall be paid
       by AAC and, unless so paid, shall be deducted from any payments to AAC from
       the  Escrow  Fund.   The  Escrow  Agent  shall  be  jointly  and  severally
       indemnified  and held  harmless by AAC and CPI for all losses,  damages and
       expenses that it may incur as a result of its  acceptance of this Agreement
       and any action taken in connection herewith;  PROVIDED,  HOWEVER,  that the
       Escrow Agent shall not be  indemnified  hereunder  and may be liable to the
       parties  hereto for any action taken in  connection  herewith by the Escrow
       Agent that constitutes gross negligence or willful  misconduct.  The Escrow
       Agent may act upon any instrument or signature reasonably believed by it to
       be genuine and may assume that any person  purporting to give any notice or
       instruction hereunder, reasonably believed by it to be authorized, has been
       duly  authorized  to do so. The Escrow  Agent's  duties shall be determined
       solely with reference to this Escrow Agreement and applicable laws, and the
       Escrow  Agent  is  not  charged   with   knowledge  of  or  any  duties  or
       responsibilities in connection with any other document or agreement.
  
  8.   RESIGNATION  OF ESCROW AGENT.  The Escrow Agent shall have the right at any
       time to resign hereunder by giving written notice of its resignation to the
       parties  hereto at the  addresses set forth herein or at such other address
       as the parties shall  provide,  at least thirty (30) business days prior to
       the  date  specified  for such  resignation  to take  effect;  and upon the
       effective date of such resignation,  all shares of ASTeX's common stock and
       other  payments  and all  other  property  then  held by the  Escrow  Agent
       hereunder  shall be  delivered by it to such  successor  escrow agent or as
       otherwise  shall be  designated  in writing by the parties  hereto.  In the
       event that no  successor  Escrow Agent is  appointed  and no other  written
       designation  is received by the end of the thirty (30)  business day notice
       period, the Escrow Agent may apply to a court of competent jurisdiction for
       such appointment.
  
  9.   INTERPLEADER.  In the  event  that the  Escrow  Agent  shall at any time be
       confronted with inconsistent  claims or demands by the parties hereto,  the
       Escrow Agent shall have the right to  interplead  said parties in any court
       of  competent  jurisdiction  and  request  that such court  determine  such
       respective  rights of the parties with respect to this Agreement,  and upon
       doing  so,  the  Escrow  Agent  automatically  shall be  released  from any
       obligations  or liability as a  consequence  of any such claims or demands,
       except that the Escrow Agent shall not be released  from any  liability for
       its gross negligence or willful  misconduct  occurring during the time that
       it served as Escrow Agent.
  
  
                                         -3-
  
  <PAGE>
  
  
  
  10.  REMOVAL OF ESCROW AGENT. Both CPI and AAC, acting together,  shall have the
       right to remove the Escrow Agent  hereunder by giving  notice in writing to
       the Escrow  Agent,  specifying  the date upon which such removal shall take
       effect.  In the event of such  removal,  the parties agree that the parties
       effecting such removal will jointly appoint a successor Escrow Agent within
       thirty  (30) days  after the giving of such  notice  and the  Escrow  Agent
       hereby agrees that, upon receiving joint written  instructions from CPI and
       AAC, it shall turn over and deliver to such  successor  Escrow Agent all of
       the Escrow Fund,  and other  property held by it pursuant to this Agreement
       in accordance with the terms of such written instructions.
  
  11.  SUCCESSOR  ESCROW  AGENT.  Upon receipt of the Escrow  Fund,  undistributed
       interest,  and any other amounts held by the Escrow Agent  pursuant to this
       Agreement,  the successor  escrow agent shall  thereupon be bound by all of
       the provisions hereof and the term "Escrow Agent" as used herein shall mean
       such a successor escrow agent.
  
  12.  MISCELLANEOUS.  This Agreement shall be construed under and governed by the
       laws of The Commonwealth of Massachusetts and shall inure to the benefit of
       and  be  binding  upon  the   successors,   assigns,   heirs  and  personal
       representatives  of the parties hereto. The Escrow Agent may execute any of
       its powers or  responsibilities  hereunder  and  exercise any of its rights
       hereunder either directly or by or through its agents or attorneys. Nothing
       in this Agreement  shall be deemed to impose upon the Escrow Agent the duty
       to  qualify to do  business  or to act as  fiduciary  or  otherwise  in any
       jurisdiction other than The Commonwealth of Massachusetts.
  
  13.  NOTICES.  Any notice to a party hereto  pursuant to this Agreement shall be
       given by  overnight  courier,  registered  or certified  mail  addressed as
       follows:
  
       if to AAC:                ASTeX/CPI Acquisition Corp.
                                 35 Cabot Road
                                 Woburn, Massachusetts 01801
                                 Attention: Richard S. Post, President
                                 Facsimile: (617) 933-0750
  
       with a copy to:           O'Connor, Broude & Aronson
                                 950 Winter Street, Suite 2300
                                 Waltham, Massachusetts  02154
                                 Attention: Neil H. Aronson, Esquire
                                 Facsimile:  (617) 890-9261
  
       and if to CPI:            Converter Power, Inc.
                                 148 Sohier Road
                                 Beverly, Massachusetts 01915
                                 Attention: Steve Joyner
                                 Facsimile: (508) 927-9727
  
  
                                         -4-
  
  <PAGE>
  
  
  
       with copies to:           Lucash, Gesmer & Updegrove, LLP
                                 40 Broad Street
                                 Boston, Massachusetts 02110
                                 Attention: Jill Swaim, Esquire
                                 Facsimile: (617) 350-6878
  
       and                       Fenwick & West LLP
                                 Two Palo Alto Square
                                 Palo Alto, California 94306
                                 Attention: Kathy Tallman Schuda, Esquire
                                 Facsimile: (415) 494-1417
  
      If to Escrow Agent:        O'Connor, Broude & Aronson
                                 950 Winter Street, Suite 2300
                                 Waltham, Massachusetts 02154
                                 Attention: Neil H. Aronson
                                 Facsimile: (617) 890-9261
  
  or to such other address of which any party may by certified or registered  mail
  notify all other parties.
  
  14.  COUNTERPARTS.  This Agreement may be executed in one or more  counterparts,
       all of which documents shall be considered one and the same document.
  
  15.  CONSENTS.  WAIVERS  AND  ACTIONS  BY  CPI.  Each of the  parties  expressly
       acknowledges and agrees that any consent or approval  required or permitted
       to be given under this Agreement may be given, and any term or condition of
       this  Agreement may be amended,  and the  performance  or observance by any
       party of any term of this  Agreement  or any other  agreement  executed  in
       connection with the transactions contemplated hereby, may be waived (either
       generally  or  in a  particular  instance  and  either  retrospectively  or
       prospectively),  only in  writing  by the  party to be  charged  with  such
       consent, waiver or approval.
  
  16.  MERGER OR  CONSOLIDATION  OF ESCROW AGENT.  Any corporation  into which the
       Escrow Agent or any  successor  Escrow Agent may be merged or with which it
       may be  consolidated,  or any law firm or  corporation  resulting  from any
       merger or  consolidation  to which the Escrow Agent or any successor Escrow
       Agent shall be a party,  or any  corporation  succeeding  to the  corporate
       trust business of the Escrow Agent or any successor Escrow Agent,  shall be
       the successor to the Escrow Agent under this Escrow  Agreement  without the
       execution  or filing of any paper or any  further act on the part of any of
       the parties hereto,  provided that such  corporation  would be eligible for
       appointment as a successor Escrow Agent under the provisions hereof.
  
  
  
  
                                         -5-
  
  <PAGE>
  
  
       IN  WITNESS  WHEREOF,  this  Escrow  Agreement  has been  signed  by a duly
  authorized  officer of each of AAC,  CPI and the Escrow  Agent as of the day and
  year first above written.
  
                                         ASTEX/CPI ACQUISITION CORP.
  
  
  
                                         By:___________________________________
                                         Printed:________________________________
                                         Its: _________________
  
  
                                         CONVERTER POWER, INC,
  
  
                                         By:___________________________________
                                         Printed:________________________________
                                         Its: _________________
  
                                         O'CONNOR, BROUDE & ARONSON
  
  
                                         By:___________________________________
                                         Printed:________________________________
                                         Its: _________________
  
  
  
  
  
  
                                         -6-
  
  <PAGE>
  
  
  
  
  
  
                                    EXHIBIT B
  
  
  
  
  
  
  
  
  
  
  <PAGE>
  
                                WARRANTY BILL OF SALE
  
  
  
       KNOW ALL BY THESE  PRESENTS,  that Converter  Power,  Inc., a Massachusetts
  corporation  ("Grantor"),  pursuant to appropriate  corporate action  heretofore
  taken by the Grantor and an Asset Purchase Agreement dated as of May 9, 1997(the
  "Agreement"),  by and among Grantor,  Applied  Science and  Technology,  Inc., a
  Delaware corporation,  ASTeX/CPI Acquisition Corp., a Massachusetts  corporation
  ("Grantee")  and ILC  Technology,  Inc.,  a California  corporation,  for and in
  consideration  of the payment by the Grantee to the Grantor in  accordance  with
  the terms and  conditions  as provided in the  Agreement  and for other good and
  valuable  consideration,  the receipt of which is hereby  acknowledged,  Grantor
  hereby sells, conveys,  transfers,  assigns and delivers to Grantee, and Grantee
  hereby purchases and acquires from Grantor, all of the right, title and interest
  in and to the Assets of Grantor  (as defined in the  Agreement)  subject to, and
  with the benefit of, the warranties,  representations and terms set forth in the
  Agreement including the Schedules thereto.
  
       Grantor  hereby  covenants  to execute  and  deliver to  Grantee,  upon its
  request  therefore,  such  further  instruments  of  assignment  and transfer as
  Grantee shall  prepare and submit to Grantor and as may be reasonably  necessary
  to: (a) pass to Grantee title to the properties,  assets and rights assigned and
  transferred or attempted to be assigned and transferred,  or otherwise  provided
  for herein or in the  Agreement;  (b) evidence  such  assignment  or transfer to
  Grantee; or (c) otherwise fulfill and discharge Grantor's  obligations under the
  Agreement.
  
       This  Warranty  Bill of Sale shall in all events be construed  consistently
  with the terms of the  Agreement  and shall not  alter,  diminish  or expand the
  identity of the assets acquired.
  
       IN WITNESS WHEREOF,  Converter Power, Inc. has caused this instrument to be
  signed  and its  corporate  seal to be hereto  affixed  by its  proper  officers
  hereunto duly authorized as of this 9th day of May 1997.
  
  Attest:                                    CONVERTER POWER, INC.
  
  
  
                                             By:
                                                       , President
  
  (SEAL)
  
  
                                        -1-
  
  <PAGE>
  
  
  COMMONWEALTH OF MASSACHUSETTS
  
  COUNTY OF MIDDLESEX                            ss:
  
  
       BEFORE ME, the  undersigned  authority,  on this day personally  appeared ,
  President of Converter Power,  Inc., and acknowledged to me that he executed the
  foregoing instrument for the purposes and consideration therein expressed and as
  the act and deed of said corporation.
  
       GIVEN, under my hand and seal of office on this 9th day of May 1997.
  
  
  
  
                                       Notary Public
                                       My commission expires:
  
  
                                        -2-
  
  <PAGE>
  
  
  
  
  
  
  
  
  
  
  
  
  
                                     EXHIBIT C
  
  
  
  
  
  
  
  
  
  
  <PAGE>
  
                         ASSIGNMENT AND ASSUMPTION AGREEMENT
  
  
  
       THIS ASSIGNMENT AND ASSUMPTION  AGREEMENT (the "Agreement") is entered into
  on  this  9th day of May,  1997,  by and  between  ASTeX/CPI  Acquisition  Corp.
  ("AAC"),  a  Massachusetts  corporation and Converter  Power,  Inc.  ("CPI"),  a
  Massachusetts corporation.
  
       For good and valuable  consideration,  the receipt and sufficiency of which
  is hereby  acknowledged,  CPI hereby  assigns  and  transfers  to AAC all of its
  right, title and interest,  powers, remedies,  benefits,  options and privileges
  in, to and  under,  at law and in equity,  all  contract,  leases,  instruments,
  licenses,  and other  agreements  described in Section 1.1 of the Asset Purchase
  Agreement  by  and  among  Applied  Science  and  Technology,   Inc.,  AAC,  ILC
  Technology,  Inc. and CPI (the "Contracts").  Nothing in this Agreement shall be
  construed to be a modification  of, or limitation on, any provision of the Asset
  Purchase  Agreement,  including the  representations  and  warranties  set forth
  therein.
  
       Subject to the terms and conditions of the Asset Purchase Agreement and the
  Escrow  Agreement  (as  defined  in the Asset  Purchase  Agreement),  AAC hereby
  assumes  and  agrees  to pay,  perform  and  discharge  when  due,  the  duties,
  liabilities  and  obligations of CPI in accordance with the terms of Section 2.4
  of the Asset  Purchase  Agreement.  AAC  agrees to  defend,  indemnify  and hold
  harmless CPI (including any director, officer, employee representative or agent)
  and their successors, assigns or legal representatives, from and against any and
  all damages,  losses, costs, expenses or liabilities suffered or incurred by CPI
  resulting from AAC's failure to pay,  perform or discharge when due, in whole or
  in part, the duties,  liabilities and obligations arising subsequent to the date
  hereof under the Contracts.
  
       IN  WITNESS  WHEREOF,   the  parties  have  executed  this  Assignment  and
  Assumption Agreement on the date set forth above.
  
  CONVERTER POWER, INC.                        ASTEX/CPI ACQUISITION CORP.
  
  
  
  By:                                          By:
  
        Duly Authorized                              Duly Authorized
  
  
  
  <PAGE>
  
  
  
  
  
  
  
  
  
                                     EXHIBIT D
  
  
  
  
  
  
  
  
  <PAGE>
  
                           SALES REPRESENTATIVE AGREEMENT
  
       This Sales  Representative  Agreement (the  "Agreement") is entered into on
  May 9, 1997 by and between ILC Technology ("ILC"), a California corporation with
  its principal place of business at 399 Java Drive, Sunnyvale,  California 94089,
  and ASTeX/CPI  Acquisition Corp.  ("AAC"), a Massachusetts  corporation with its
  principal place of business at 148 Sohier Road, Beverly, Massachusetts 01915 and
  a wholly-owned subsidiary of Applied Science and Technology, Inc. ("ASTeX").
  
                                     DEFINITIONS
  
       "EXISTING   TECHNOLOGY"  shall  mean  all  of  either  party's  technology,
  information, data, know-how, ideas, designs, inventions,  documentation, and all
  other  tangible  and  intangible  items,  which  exist  as of the  date  of this
  Agreement relating to the Products, and all Intellectual Property Rights therein
  and thereto.
  
       "INTELLECTUAL  PROPERTY" shall mean any idea,  design,  concept,  creation,
  information, data, expression, device, method, process, discovery, modification,
  improvement,  know-how or trade secret whether or not  protection  under patent,
  copyright, trademark, design protection or other law is available or sought.
  
       "ORDER"  shall  mean  any  purchase   order,   release  or  other  document
  (electronic or written) requesting AAC to deliver Product or Services.
  
       "PRODUCTS"  shall  mean  those  products  set  forth on  EXHIBIT  A to this
  Agreement including future  modifications,  enhancements and additions as agreed
  by the parties under this Agreement.
  
       "PROPRIETARY DATA" (used synonymously with "PROPRIETARY INFORMATION") shall
  mean the trade secrets,  technical and marketing knowledge and other information
  used by the parties to maintain a competitive advantage, and which neither party
  wants disclosed.
  
                                 PURPOSE AND INTENT
  
       This Agreement describes the business relationship that is to exist between
  ILC and AAC after execution of the Asset Purchase  Agreement between ASTeX, ILC,
  Converter  Power,  Inc.  and AAC for the  acquisition  of all of the  assets  of
  Converter Power,  Inc. by AAC. In the event of any conflict between the terms of
  this Agreement and the terms of the Asset Purchase Agreement,  the terms of this
  Agreement will take  precedence as regards the subject matter of this Agreement.
  ILC  considers AAC a key supplier for its customers and wishes to act as a sales
  representative  for these products for AAC on fair and reasonable terms, and AAC
  wishes to retain ILC as a sales representative for certain of its products.
  
       NOW THEREFORE,  IN CONSIDERATION  of the mutual  undertakings and intent of
  the parties, and or other good and valuable  consideration,  the sufficiency and
  receipt whereof are hereby acknowledged, it is agreed as follows:
  
                                         -1-
  
  <PAGE>
  
  
  
  1.   SCOPE OF AGREEMENT.
  
       (a)  SALES OF EXISTING POWER SUPPLIES TO EXISTING ILC CUSTOMERS. ILC hereby
            assigns,  without charge,  to AAC all of its existing  purchase orders
            listed on EXHIBIT A, for those  products  currently  sold by Converter
            Power,  Inc. (the "EXISTING  PRODUCTS")  which  Existing  Products AAC
            shall  sell  directly  to  those  existing  customers  (the  "EXISTING
            CUSTOMERS")  as set  forth  in  EXHIBIT  A.  During  the  term of this
            Agreement, ILC will assist AAC in the sales of these Existing Products
            to these customers and will transfer all purchase orders from Existing
            Customers for such Existing  Products.  For sales to customers  during
            the period  through  April 30, 1998,  ILC will  receive no  additional
            consideration  for the sale by AAC of  Existing  Products  to Existing
            Customers.  For sales of Existing Products to Existing Customers after
            May 1, 1998, ILC shall receive a commission equal to five percent (5%)
            of the Net Invoice Price of such orders, such commission to be payable
            within forty-five (45) days after the receipt of payment by AAC of the
            purchase  price for such orders.  "NET  INVOICE  PRICE" shall mean the
            price for such Existing Products charged to the customer,  net of tax,
            shipping, insurance, taxes, and customs charges.
  
       (b)  SALES OF NEW PRODUCTS AND SALES TO NEW CUSTOMERS. With regard to sales
            of Existing  Products to  customers  not listed on Exhibit A (the "NEW
            CUSTOMERS")  or those  products  not  listed  on  Exhibit  A (the "NEW
            PRODUCTS"),  ILC will receive a commission  equal to ten percent (10%)
            of the  Net  Invoice  Price,  such  commission  to be  payable  within
            forty-five  (45)  days  after the  receipt  of  payment  by AAC of the
            purchase price for such orders.  Such  commission  rate will apply for
            the  first  $500,000  in  sales  for  New  Products  or  sales  to New
            Customers,  based on the Net Invoice Price for such sales. Thereafter,
            the  commission  rate shall be reduced to five percent (5%) of the Net
            Invoice Price for the remainder of the term of this Agreement.
  
  2.   TERM.  This Agreement  shall be in effect for Orders placed by ILC from May
       9, 1997 ("COMMENCEMENT  DATE") through April 30, 1999 ("EXPIRATION  DATE").
       This  Agreement may be extended  only with the prior  written  consent of a
       duly  authorized  officer  of each of AAC and ILC.  This  Agreement  may be
       terminated  by AAC in its  sole  discretion  at any  time,  and may also be
       partially terminated by AAC as regards specific customers,  except that AAC
       will be obligated to honor any then issued and outstanding  purchase orders
       which have been properly submitted by ILC.
  
  3.   PRICING AND TERMS OF SALE. Prices for Products shall be fixed in accordance
       with EXHIBIT A for existing  purchase  orders for  Existing  Customers  for
       Existing Products. In all other respects,  AAC shall be free to set pricing
       in its sole discretion. AAC will not be obligated to accept purchase orders
       from ILC  customers  for  products  based on any  prior  published  pricing
       schedule if the  delivery  date for shipment of the product to the customer
       is greater  than ninety (90) days from the  effective  date of the proposed
       price increase.  The parties  understand and acknowledge that certain sales
       opportunities  may arise which are  strategic  to AAC's  business and which
       require lower than desired Net Invoice  Prices and margins.  In such cases,
       ILC  agrees  to  consider  all  reasonable  requests  for  modification  of
       commission  payments lower than those described above.  Prices set forth in
       EXHIBIT A are exclusive of any and all shipping charges and taxes.
  
  4.   CONFIDENTIAL  AND  PROPRIETARY  INFORMATION.  ILC and AAC will  continue to
       observe and be bound by the mutual  obligations with regard to confidential
       and proprietary information in accordance with the terms and conditions of
  
                                         -2-
  
  <PAGE>
  
  
  
       the Asset Purchase  Agreement,  and any  additional  agreement set forth by
       attachment  hereto. ILC may use proprietary  information  received from AAC
       only for the purpose of purchasing  Products,  parts or components from AAC
       and  marketing,  integrating,  installing,  and servicing such Products for
       ILC's  customers.  This  Article 5  includes,  but is not  limited  to, all
       confidential  and  proprietary  information  known to the parties  prior to
       execution of the Asset Purchase Agreement between ILC and ASTeX.
  
  5.   OWNERSHIP AND USE OF INTELLECTUAL  PROPERTY.  ILC shall at no time have any
       rights or license to AAC or Converter Power, Inc.'s  Intellectual  Property
       or Proprietary  Information  including marketing data,  designs,  drawings,
       specifications to use for its own benefit or to sell products or items that
       utilize such  Intellectual  or Proprietary  Information to any third party.
       Upon  termination  of this  Agreement,  ILC  will  return  all  Proprietary
       Information to AAC.  Notwithstanding this requirement,  ILC may destroy any
       Proprietary  Information of AAC that has become obsolete or outdated (e.g.,
       financial projections,  forecasts, marketing data, etc.), provided that ILC
       verifies the appropriateness of such destruction.
  
  6.   NON-COMPETE.  Recognizing  that  ILC and CPI each  now  sell  power  supply
       products which are entirely  manufactured  and sold  independently  of each
       other's  organizations,  it is difficult to define an exclusive arrangement
       for either party;  however,  ILC can certainly agree not to act in a manner
       which would jeopardize any of CPI's existing accounts.  Also, ILC can agree
       to give CPI the first opportunity to address any new requirements which ILC
       encounters which cannot be addressed by any of ILC's existing products.  If
       it is determined that CPI cannot meet the specified  requirements of price,
       schedule and  performance,  or if CPI  otherwise  chooses not to pursue any
       particular new opportunity presented by ILC's sales organization,  ILC will
       be free to address such opportunities independently of CPI. Notwithstanding
       the  foregoing,  if ILC is  requested  by any  Existing  Customer  to  sell
       products  which  compete  with  the  Existing  Products  directly  to  that
       customer, ILC will:
  
       (i)  Inform the customer that AAC is the appropriate  distribution  channel
            for Existing  Products  and not solicit any purchase  orders from such
            customer for a product which  competes  with the Existing  Products or
            encourage  such customer to purchase a product which competes with the
            Existing Product from a third party;
  
       (ii) Inform AAC that the customer has directly approached ILC; and
  
       (iii)Agree  with  AAC  on  an  appropriate   approach  for  satisfying  the
            customer.  If despite the foregoing actions,  such Customer insists on
            purchasing Products directly from other vendors,  ILC shall be allowed
            to sell products to said  customer.  The  non-compete  provisions  set
            forth above apply only to the Existing  Customers set forth on Exhibit
            A.  Neither  party shall be otherwise  constrained  from selling to or
            purchasing  from any other  customer or supplier,  except as otherwise
            provided in Article 1 herein.  The  provisions  of this Section  shall
            survive any termination of this Agreement prior to May 1, 1999.
  
  
                                         -3-
  
  <PAGE>
  
  
  
  7.   RELATIONSHIP  OF  PARTIES.  AAC is an  independent  contractor  under  this
       Agreement.  This  Agreement  shall not be  construed as creating an agency,
       partnership or joint venture or any other form of legal association between
       the parties.  When  applicable ILC shall inform its customers of the change
       in relationship between AAC and ILC subsequent to the effective date of the
       Asset  Purchase  Agreement,  and shall  assume all  normal  and  reasonable
       responsibilities  with  respect  to  marketing,  sales and  service  of ILC
       products to those customers.
  
  8.   NOTICES.  Any notices or other  communications  required or permitted to be
       given under this  Agreement  will be in writing and deemed to be given when
       sent if  delivered  by hand,  mailed by first  class mail,  certified  with
       postage  prepaid,  or  transmitted by fax or similar  electronic  means and
       confirmed by first class mail, postage prepaid and addressed as follows:
  
             ILC                       ILC Technology, Inc.
                                       399 West Java Drive
                                       Sunnyvale, California  94089
                                       ATTENTION:  Kathy Pettis
                                       Phone:  (408) 745-7900
                                       Fax:      (408) 744-0829
  
              AAC:                     ASTeX/CPI, Inc.
                                       148 Sohier Road
                                       Beverly, Massachusetts  01915
                                       ATTENTION:  Barry Essig
                                       Phone:  (508) 927-6700
                                       Fax:      (508) 927-9727
  
             with a copy to:           Applied Science and Technology, Inc.
                                       35 Cabot Road
                                       Woburn, Massachusetts  01801
                                       ATTENTION: Mr. John M. Tarrh,
                                                  Senior Vice President
                                       Phone:  (617) 935-5560
                                       Fax:      (617) 937-6261
  
       The  requirement  for notices under this clause  relates to  contractual or
  administrative  issues  under this  Agreement  and is not intended in any way to
  restrict  normal and reasonable day to day  interactions  between the parties in
  executing the intent and logistics of this Agreement.
  
  9.   TERMINATION.
  
  9.1  TERMINATION FOR  CONVENIENCE.  Either party may terminate this Agreement by
       providing  written  notice  six  (6)  months  in  advance  of  the  desired
       termination  date.  Neither party may terminate this Agreement  during Year
       One (1) of the  Agreement  without the written  consent of the other party.
       Obligations  and liabilities of the parties which extend beyond the six (6)
       month notice period shall not be discharged by virtue of such termination,
  
                                         -4-
  
  <PAGE>
  
  
  
       unless mutually agreed as part of the final termination settlement.
  
  9.2  TERMINATION  FOR  CAUSE.  In the event that a party to this  Agreement  (a)
       admits in writing its  insolvency  or inability to pay its debts or perform
       its obligations as they mature, or (b) becomes the subject of any voluntary
       or  involuntary  proceeding  in  liquidation,  dissolution,   receivership,
       attachment  or  composition  or  general  assignment  for  the  benefit  of
       creditors  or pursues  any other  remedy  under any other law  relating  to
       relief  for  debtors,  then such  party will  promptly  provide  reasonable
       assurances,  as may be  requested  from the other  party from time to time,
       that it can and will perform its obligations under this Agreement.  If such
       assurances are not timely  received or are not reasonably  satisfactory  to
       the party  receiving the  assurances,  then such party may  terminate  this
       Agreement in whole or in part.
  
  9.3  TERMINATION  FOR DEFAULT.  Either party may, by written  notice,  terminate
       this  Agreement in whole or in part if the other party fails to perform any
       of its obligations under this Agreement. In such event, and if either party
       intends to pursue  termination  under this clause,  the  terminating  party
       shall provide such notice in writing,  and shall allow the defaulting party
       a  reasonable  period of time not to exceed 60 days (the "Cure  Period") to
       cure the default  situation.  If after  expiration of the Cure Period,  the
       defaulting party has not cured the default situation,  then the terminating
       party may at its option elect to terminate this Agreement.
  
  9.4  SURVIVAL  OF CERTAIN  PROVISIONS.  The  provisions  of Articles 4, 5, and 6
       shall survive any termination of this Agreement.
  
  10.  ARBITRATION.  If any dispute or claim arises  hereunder,  the parties shall
       first  attempt  to  resolve  the  dispute   through   negotiation.   Should
       negotiation and consultation fail to settle the dispute, such dispute shall
       be  subject  to final and  binding  arbitration  in  Boston,  Massachusetts
       conducted in accordance  with the Rules of the United States Council of the
       International  Chamber of Commerce,  located 103 Park Avenue, New York, New
       York (the  "Rules").  Each party shall appoint an  arbitrator,  and the two
       arbitrators shall mutually appoint a third  arbitrator,  who shall preside.
       If selection of a third  arbitrator  fails,  the third  arbitrator shall be
       appointed in  accordance  with the Rules.  The decision of the  arbitration
       panel shall be final and binding upon the parties.
  
  11.  ENTIRE AGREEMENT.  This Agreement  constitutes the entire agreement between
       the parties and there are no other representations,  warranties,  covenants
       or  obligations  except  as set  forth in this  Agreement.  This  Agreement
       supersedes  all  prior  and  contemporaneous  agreements,   understandings,
       negotiations and  discussions,  written or oral, or the parties relating to
       any transaction contemplated by this Agreement.
  
                                         -5-
  
  <PAGE>
  
  
  
  
  12.  GOVERNING  LAW.  This  Agreement  shall be  governed  by,  subject  to, and
       construed in accordance with the laws of the Commonwealth of Massachusetts,
       excluding conflict of law rules.
  
  
  
  
       IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE 9TH DAY
  OF MAY, 1997.
  
                                   ILC TECHNOLOGY, INC.
  
  
  
                                   By:  _______________________________
                                        duly authorized
  
                                   ASTEX/CPI ACQUISITION CORP.
  
  
  
                                   By:  _______________________________
                                         John M. Tarrh, Vice President
  
  
                                         -6-
  
  
  
  <PAGE>
  
  
  
  
  
  
  
  
  
  
  
                                     EXHIBIT E
  
  
  
  
  
  
  
  
  
  
  
  <PAGE>
  
  
                                 CERTIFICATE OF
                                ILC TECHNOLOGY, INC.
  
       This  certificate  is  furnished  in  accordance  with the  Asset  Purchase
  Agreement  by  and  among  Applied  Science  and  Technology,   Inc.,  ASTeX/CPI
  Acquisition Corp., Converter Power, Inc. and ILC Technology, Inc. ("ILC").
  
       The undersigned  being a duly elected officer of ILC, hereby certifies that
  the  representations  and  warranties of ILC contained in the Agreement are true
  and correct in all  respects  with the same effect as if made on the date hereof
  and ILC has  performed  all  obligations  and complied  with all  covenants  and
  conditions  required by the Agreement to be performed or complied with by ILC at
  or prior to the date hereof.
  
       IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of May, 1997.
  
  
  
  
                                    ILC Technology, Inc.
  
  
  
  
                                    By:______________________________________
                                        Richard D. Capra, President
  
  
  
  
  
                                        -1-
  <PAGE>
  
  
  
  
                                   CERTIFICATE OF
                                CONVERTER POWER, INC.
  
       This  certificate  is  furnished  in  accordance  with the  Asset  Purchase
  Agreement  by  and  among  Applied  Science  and  Technology,   Inc.,  ASTeX/CPI
  Acquisition Corp., Converter Power, Inc. ("CPI") and ILC Technology, Inc.
  
       The undersigned  being a duly elected officer of CPI, hereby certifies that
  the  representations  and  warranties of CPI contained in the Agreement are true
  and correct in all  respects  with the same effect as if made on the date hereof
  and CPI has  performed  all  obligations  and complied  with all  covenants  and
  conditions  required by the Agreement to be performed or complied with by CPI at
  or prior to the date hereof.
  
       IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of May, 1997.
  
  
                                   CONVERTER POWER, INC.
  
  
  
  
                                    By:______________________________________
                                        Duly Authorized
  
                                    Name:___________________________________
  
                                    Title:____________________________________
  
  
  
  
                                        -2-
  <PAGE>
  
                                   CERTIFICATE OF
                             ASTEX/CPI ACQUISITION CORP.
  
       This  certificate  is  furnished  in  accordance  with the  Asset  Purchase
  Agreement  by  and  among  Applied  Science  and  Technology,   Inc.,  ASTeX/CPI
  Acquisition Corp. ("AAC"), Converter Power, Inc. and ILC Technology, Inc.
  
       The undersigned  being a duly elected officer of AAC, hereby certifies that
  the  representations  and  warranties of AAC contained in the Agreement are true
  and correct in all  respects  with the same effect as if made on the date hereof
  and AAC has  performed  all  obligations  and complied  with all  covenants  and
  conditions  required by the Agreement to be performed or complied with by AAC at
  or prior to the date hereof.
  
       IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of May, 1997.
  
  
  
  
                                ASTeX/CPI ACQUISITION CORP.
  
  
  
  
                                By:______________________________________
                                    Richard S. Post, Ph.D., President
  
  
  
                                        -3-
    
  
  
  
  
  
  
  
  
  
  
  <PAGE>
  
  
  
  
  
  
                                     EXHIBIT F
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  <PAGE>
  
                            ASTEX/ CPI ACQUISITION CORP.
  
                                 CLERK'S CERTIFICATE
  
  
       The undersigned,  John M. Tarrh,  Clerk of ASTeX/CPI  Acquisition  Corp., a
  Massachusetts  corporation (the  "Corporation"),  does hereby certify that he is
  the Clerk and Treasurer of the Corporation,  and that, as such, he is authorized
  and directed to execute and deliver this  Certificate  in the name and on behalf
  of the Corporation, and further certifies as follows:
  
  1.   That  attached  hereto  as  EXHIBIT  A is a true  and  correct  copy of the
       Articles of Organization of the Corporation.
  
  2.   That attached hereto as EXHIBIT B is a true and correct copy of the By-Laws
       of the Corporation as in effect on the date hereof.
  
  3.   That attached  hereto as EXHIBIT C is a true and correct copy of votes duly
       adopted by the Board of  Directors of the  Corporation  and that such votes
       have not been modified or rescinded and remain in full force and effect.
  
  4.   That Richard S. Post, Ph.D. is the duly elected and acting President of the
       Corporation and that the signature set forth opposite his name below is his
       genuine signature.
  
  
                               Richard S. Post, Ph.D.
  
  
       IN WITNESS  WHEREOF,  I have executed this Certificate as the duly elected,
  qualified and acting Clerk of said Corporation hereunto duly authorized this 9th
  day of May, 1997.
  
  
  
  
                                John M. Tarrh, Clerk
  
       The undersigned, Neil H. Aronson, hereby certifies that he is the Assistant
  Clerk of the  Corporation  and that John M. Tarrh is the duly elected and acting
  Clerk and  Treasurer of the  Corporation  and that the signature set forth above
  his name is his genuine signature.
  
  
  
  
                          Neil H. Aronson, Assistant Clerk
  
  
                                        -1-
  <PAGE>
  
  
  
  
  
              FORM OF RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS OF
                     ASTEX/CPI ACQUISITION CORP. ON MAY 6, 1997
  
  RESOLVED: That the  Corporation  be, and hereby is,  authorized  and directed to
       enter  into an Asset  Purchase  Agreement  by and  among  the  Corporation,
       Applied  Science  and  Technology,  Inc.,  Converter  Power,  Inc.  and ILC
       Technology,  Inc., in substantially  the form annexed hereto;  and that the
       President  and/or the Senior Vice President be, and each of them hereby is,
       authorized  and directed to negotiate the terms of said Agreement with such
       changes  therein or  modifications  thereto as such officer may in his sole
       discretion approve,  which approval shall be evidenced  conclusively by the
       execution   thereof  and  to  execute  said  Agreement  on  behalf  of  the
       Corporation.
  
  FURTHER  RESOLVED:  That  in  connection  with  the  preceding  resolution,  the
       Corporation  be, and hereby is,  authorized  and directed to enter into any
       and all other  agreements  regarding the  acquisition by the Corporation of
       Converter Power, Inc., including, but not limited to an Escrow Agreement by
       and among the  Corporation,  ILC Technology,  Inc., and O'Connor,  Broude &
       Aronson  and an  Assignment  and  Assumption  Agreement  by and between the
       Corporation and Converter  Power,  Inc.; and that the President  and/or the
       Senior  Vice  President  be,  and each of them  hereby is,  authorized  and
       directed to  negotiate  the terms of said  Agreement(s)  with such  changes
       therein or modifications thereto as such officer may in his sole discretion
       approve,  which approval shall be evidenced  conclusively  by the execution
       thereof and to execute said Agreement(s) on behalf of the Corporation.
  
  FURTHER RESOLVED: That the officers of the Corporation,  or any of them, be, and
       hereby are, authorized,  empowered and directed to take any and all actions
       and to execute and deliver any and all  documents and  instruments,  in the
       name and on behalf of the  Corporation,  and  under its  corporate  seal or
       otherwise, and to do any and all things they deem necessary or advisable to
       carry out the intent of the foregoing resolutions.
  
  
  
                                        -2-
  
  
  
  
  <PAGE>
  
  
  
  
  
  
                                    EXHIBIT G
  
  
  
  
  
  
  
  
  
  
  <PAGE>
  
                        APPLIED SCIENCE AND TECHNOLOGY, INC.
  
                               SECRETARY'S CERTIFICATE
  
  
       The  undersigned,   John  M.  Tarrh,   Secretary  of  Applied  Science  and
  Technology,  Inc.,  a Delaware  corporation  (the  "Corporation"),  does  hereby
  certify that he is the Secretary and Treasurer of the Corporation,  and that, as
  such, he is authorized  and directed to execute and deliver this  Certificate in
  the name and on behalf of the Corporation, and further certifies as follows:
  
  1.   That  attached  hereto  as  EXHIBIT  A is a true  and  correct  copy of the
       Certificate of Incorporation, as amended, of the Corporation.
  
  2.   That attached hereto as EXHIBIT B is a true and correct copy of the By-Laws
       of the Corporation as in effect on the date hereof.
  
  3.   That attached  hereto as EXHIBIT C is a true and correct copy of votes duly
       adopted by the Board of  Directors of the  Corporation  and that such votes
       have not been modified or rescinded and remain in full force and effect.
  
  4.   That Richard S. Post, Ph.D. is the duly elected and acting President of the
       Corporation and that the signature set forth opposite his name below is his
       genuine signature.
  
  
                             Richard S. Post, Ph.D.
  
  
       IN WITNESS  WHEREOF,  I have executed this Certificate as the duly elected,
  qualified and acting Secretary of said Corporation hereunto duly authorized this
  9th day of May, 1997.
  
  
  
  
                              John M. Tarrh, Secretary
  
       The undersigned, Neil H. Aronson, hereby certifies that he is the Assistant
  Secretary  of the  Corporation  and that John M. Tarrh is the duly  elected  and
  acting  Secretary  and Treasurer of the  Corporation  and that the signature set
  forth above his name is his genuine signature.
  
  
  
  
                        Neil H. Aronson, Assistant Secretary
  
  
                                        -1-
  <PAGE>
  
  
  
              FORM OF RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS OF
                 APPLIED SCIENCE AND TECHNOLOGY, INC. ON MAY 6, 1997
  
  RESOLVED: That the  Corporation  be, and hereby is,  authorized  and directed to
       enter  into an Asset  Purchase  Agreement  by and  among  the  Corporation,
       ASTeX/CPI  Acquisition  Corp.,  Converter  Power,  Inc. and ILC Technology,
       Inc.,  in  substantially  the form annexed  hereto;  and that the President
       and/or the Senior Vice President be, and each of them hereby is, authorized
       and directed to  negotiate  the terms of said  Agreement  with such changes
       therein or modifications thereto as such officer may in his sole discretion
       approve,  which approval shall be evidenced  conclusively  by the execution
       thereof and to execute said Agreement on behalf of the Corporation.
  
  FURTHER RESOLVED: That the officers of the Corporation,  or any of them, be, and
       hereby are, authorized,  empowered and directed to take any and all actions
       and to execute and deliver any and all  documents and  instruments,  in the
       name and on behalf of the  Corporation,  and  under its  corporate  seal or
       otherwise, and to do any and all things they deem necessary or advisable to
       carry out the intent of the foregoing resolutions.
  
  
                                        -2-
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "CURRENT REPORT ON DISPOSITION OF ASSETS", "secsgml_size_bytes": 211519}]
metadata_filer: {"company-data": {"conformed-name": "ILC TECHNOLOGY INC", "cik": "0000719625", "assigned-sic": "3640", "irs-number": "941655721", "state-of-incorporation": "CA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-11360", "film-number": "97613105"}, "business-address": {"street1": "399 JAVA DR", "city": "SUNNYVALE", "state": "CA", "zip": "94089", "phone": "4087457900"}, "mail-address": {"street1": "399 JAVA DRIVE", "city": "SUNNYVALE", "state": "CA", "zip": "94089"}}
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): MAY 8, 1997
  
                                ILC TECHNOLOGY, INC.
               (Exact name of Registrant as Specified in its Charter)
  
                                     CALIFORNIA
                   (State or Other Jurisdiction of Incorporation)
  
             0-11360                                 94-1655721
  (Commission File Number)              (I.R.S. Employer Identification Number)
  
                     399 JAVA DRIVE, SUNNYVALE, CALIFORNIA 94089
                      (Address of Principal Executive Offices)
  
                                   (408) 745-7900
                (Registrant's Telephone Number, Including Area Code)
  ITEM 2:   ACQUISITION OR DISPOSITION OF ASSETS
            ------------------------------------
  
       On May 8, 1997, ILC Technology, Inc. (the "Company") sold all of the assets
  of Converter Power, Inc. ("CPI"), a wholly-owned  subsidiary of the Company,  to
  ASTeX/CPI  Acquisition  Corp.  ("AAC"),  a  wholly-owned  subsidiary  of Applied
  Science and Technology,  Inc. ("ASTeX"). The consideration received consisted of
  $6,350,000 in cash, 45,000 shares of ASTeX Common Stock and assumption by AAC of
  substantially  all of the  liabilities  of CPI.  The  number  of shares of ASTeX
  Common  Stock is subject to  adjustment  based on the final  audited CPI balance
  sheet and, additionally, for certain warranty claims over the next two years.
  
  ITEM 7:   FINANCIAL STATEMENTS AND EXHIBITS.
            ----------------------------------
  
  (a)  Financial Statements of Business Acquired.
  
           Not Applicable.
  
  (b)  Pro Forma Financial Information.
  
           Not Applicable.
  
  (c)  Exhibits.
  
  The following exhibit is filed herewith:
  
  2.01 Asset Purchase  Agreement  dated May 8, 1997, by and among Applied  Science
       and Technology,  Inc., ASTeX/CPI  Acquisition Corp.,  Converter Power, Inc.
       and ILC Technology, Inc. Schedules to this Exhibit have not been filed. The
       Exhibit  contains a list briefly  identifying  the omitted  schedules.  The
       Registrant will furnish  supplementally  a copy of any omitted  schedule to
       the Commission upon request.
  
                                          2
  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 thereunto duly authorized.
  
  Date:  May 22, 1997
  
                                       ILC TECHNOLOGY, INC.
  
                                       By: /S/ RONALD E. FREDIANELLI
                                       -----------------------------
                                       Ronald E. Fredianelli,
                                       Chief Financial Officer
  
                                          3
  INDEX TO EXHIBITS
  
  EXHIBIT NO.    DESCRIPTION OF EXHIBIT
  
  2.01      Asset  Purchase  Agreement  dated May 8,  1997,  by and among  Applied
            Science and Technology,  Inc., ASTeX/CPI Acquisition Corp.,  Converter
            Power,  Inc. and ILC Technology,  Inc.  Schedules to this Exhibit have
            not been filed.  The Exhibit  contains a list briefly  identifying the
            omitted schedules.  The Registrant will furnish  supplementally a copy
            of any omitted schedule to the Commission upon request.
  EXHIBIT 2.01
  ASSET PURCHASE AGREEMENT
  
                                    BY AND AMONG
  
                        APPLIED SCIENCE AND TECHNOLOGY, INC.,
  
                            ASTEX/CPI ACQUISITION CORP.,
  
                                CONVERTER POWER, INC.
  
                                         AND
  
                                ILC TECHNOLOGY, INC.
  
                                        DATED
  
                                     MAY 9, 1997
  TABLE OF CONTENTS
                                  -----------------
  PAGE
  
  1.     Sale and Purchase of the Converter Power, Inc. ("CPI") Assets...    1
  
  1.1    Sale and Purchase of the CPI Assets ............................    1
  
  2.     Purchase Price and Method of Payment ...........................    3
  
  2.1    Purchase Price .................................................    3
  2.2    Determination of Market Value of ASTeX Shares ..................    4
  2.3    Adjustments to Purchase Price ..................................    4
  2.4    Assumption of Certain Liabilities ..............................    7
  2.5    Closing ........................................................    7
  2.6    Taxes and Allocation of Purchase Price .........................    8
  
  3.     Representations and Warranties of ILCT and CPI .................    8
  
  3.1    Capitalization of CPI ..........................................    8
  3.2    Authorization ..................................................    9
  3.3    Organization ...................................................    9
  3.4    Subsidiaries ...................................................    9
  3.5    Books and Records ..............................................    9
  3.6    Financial Statements ...........................................   10
  3.7    Accounts Receivable; Inventories ...............................   10
  3.8    Tax Matters ....................................................   10
  3.9    Title to Properties ............................................   11
  3.10   Assets Adequate for Business ...................................   12
  3.11   Agreements, Contracts and Commitments ..........................   12
  3.12   Employee Benefit and Pension Plans .............................   13
  3.13   Required Consents, No Default ..................................   14
  3.14   Litigation .....................................................   14
  3.15   Broker's or Finder's Fees ......................................   14
  3.16   Copies of Documents ............................................   15
  3.17   Intangible Property ............................................   15
  3.18   Governmental Consents ..........................................   15
  3.19   Compliance with Agreements and Laws ............................   15
  3.20   Employee Relations and Labor Matters ...........................   16
  3.21   Absence of Certain Changes or Events ...........................   16
  3.22   Indebtedness to and from Officers, Directors and Stockholders...   17
  3.23   Conflicts of Interest ..........................................   17
  3.24   CPI Personnel Information ......................................   17
  
                                          i
  PAGE
  
  3.25   Insurance of Properties .........................................  18
  3.26   Insurance of Independent Contractors ............................  19
  3.27   Compliance with Environmental Laws ..............................  19
  3.28   Guarantees, Warranties and Discounts ............................  21
  3.29   Tort Claims .....................................................  21
  3.30   Disclosure ......................................................  22
  3.31   Investment Purposes Only ........................................  22
  3.32   Unregistered Securities .........................................  22
  
  4      Representations and Warranties of AAC and ASTeX..................  23
  
  4.1    Organization and Related Matters ...............................   23
  4.2    No Breach of Statute or Contract ...............................   23
  4.3    Authorization of Agreement .....................................   23
  4.4    Validity of ASTeX Shares .......................................   23
  4.5    No Broker's or Finder's Fees ...................................   23
  
  5      Conditions Precedent to the Obligations of AAC and ASTeX........   24
  
  5.1    Representations and Warranties of ILCT and CPI to be True
           and Correct...................................................   24
  5.2    Opinion of Counsel to ILCT and CPI .............................   24
  5.3    Required Consents ..............................................   25
  5.4    UCC Termination Statements .....................................   25
  5.5    Legal Proceedings ..............................................   25
  5.6    Assignment of Agreements .......................................   25
  5.7    ILCT's Insurance Plan ..........................................   25
  
  6      Conditions Precedent to the Obligations of ILCT and CPI.........   26
  
  6.1    Representations and Warranties of AAC and ASTeX to be True .....   26
  6.2    Opinion of Counsel to ASTeX and AAC ............................   26
  
  7      Post Closing Covenants..........................................   27
  
  7.1    Hiring of CPI's Employees ......................................   27
  7.2    Change of Name .................................................   27
  
                                         ii
  PAGE
  
  8       Indemnification.................................................  28
  
  8.1     Subjects Indemnified Against by ILCT ..........................   28
  8.2     Subjects Indemnified Against by AAC and ASTeX .................   28
  8.3     Conditions to Indemnification .................................   28
  8.4     Payment for Indemnification ....................................  29
  8.5     Survival of Indemnification ...................................   30
  8.6     Intent of Parties .............................................   30
  8.7     Calculation of Claim Amount ...................................   30
  
  9       Registration of Additional ASTeX Shares........................   31
  
  9.1     Definitions ...................................................   31
  9.2     Procedure .....................................................   31
  9.3     Obligations of ASTeX ..........................................   32
  9.4     Condition Precedent ...........................................   33
  9.5     Indemnification ...............................................   33
  9.6     Transferability ...............................................   35
  9.7     Rule 144 Exception ............................................   35
  
  10      Confidentiality
  
  10.1    Acknowledgement of Confidentiality ............................   35
  10.2    Covenant Not to Disclose ......................................   36
  10.3    Remedies for Breach of Confidentiality ........................   36
  10.4    Reverse Engineering and Modifications .........................   36
  10.5    Remedies ......................................................   36
  10.6    Survival ......................................................   36
  
  11      General........................................................   36
  
  11.1    Survival of Representations, Warranties and Covenants .........   36
  11.2    Press Releases ..... ..........................................   37
  11.3    Payment of Expenses ...........................................   37
  11.4    Governing Law .................................................   37
  11.5    Notices .......................................................   37
  11.6    Successors and Assigns ........................................   38
  11.7    Arbitration ...................................................   38
  11.8    Headings ......................................................   38
  11.9    Counterparts ..................................................   39
  11.10   Waiver ........................................................   39
  11.11   Severability ..................................................   39
  
                                         iii
  PAGE
  
  11.12   Force Majeure .................................................   39
  11.13   Entire Agreement; Amendments...................................   39
  11.14   Additional Actions ............................................   39
  11.15   Waiver of Bulk Sales Compliance................................   39
  11.16   No Successor Liability ........................................   40
  
                                         iv
  SCHEDULES
  
  Schedule 1.1(a)       Personal Property
  Schedule 1.1(b)       Inventories
  Schedule 1.1(c)       Material Contracts
  Schedule 1.1(d)       Intellectual Property
  Schedule 1.1(h)       Permits and Licenses
  Schedule 1.1(i)       Cash and Accounts Receivable
  Schedule 2.3(a)       Projected Balance Sheet
  Schedule 2.6          Taxes and Allocation of Purchase Price
  Schedule 3.2          Authorization
  Schedule 3.5          Books and Records
  Schedule 3.6          Audited Financial Statements
  Schedule 3.7          Accounts Receivable; Inventories
  Schedule 3.8          Taxes
  Schedule 3.9          Title to Properties
  Schedule 3.11         Agreements, Contracts and Commitments
  Schedule 3.12         Employee Benefit and Pension Plans
  Schedule 3.13         Required Consents, No Default
  Schedule 3.14         Litigation
  Schedule 3.17         Intangible Property
  Schedule 3.18         Governmental Consents
  Schedule 3.19         Compliance with Agreements and Laws
  Schedule 3.20         Employee Relations and Labor Matters
  Schedule 3.21         Absence of Certain Changes or Events
  Schedule 3.22         Indebtedness to and from Officers, Directors and Stockholders
  Schedule 3.24         CPI Personnel Information
  Schedule 3.25         Insurance of Properties
  Schedule 3.26         Insurance of Independent Contractors
  Schedule 3.27         Compliance with Environmental Laws
  Schedule 3.28         Guarantees, Warranties and Discounts
  Schedule 3.29         Tort Claims
  Schedule 5.3          Required Consents
  
  EXHIBITS
  
  Exhibit A             Escrow Agreement
  Exhibit B             Warranty Bill of Sale
  Exhibit C             Assignment and Assumption Agreement
  Exhibit D             Sales Representative Agreement
  Exhibit E             Officers' Certificates of ILCT and CPI
  Exhibit F             ASTeX's Non-Disclosure and Confidentiality Agreement
  Exhibit G             Officers' Certificates of ASTeX and AAC
  
                                         v
  ASSET PURCHASE AGREEMENT
  
       THIS ASSET PURCHASE  AGREEMENT (this "AGREEMENT") is made on the 9th day of
  May,  1997,  by and among  Applied  Science  and  Technology,  Inc.,  a Delaware
  corporation  having its  principal  place of business at 35 Cabot Road,  Woburn,
  Massachusetts  01801  ("ASTEX"),  ASTeX/CPI  Acquisition  Corp., a Massachusetts
  corporation  having its  principal  place of business at 35 Cabot Road,  Woburn,
  Massachusetts 01801 ("AAC"),  Converter Power, Inc., a Massachusetts corporation
  having  its   principal   place  of  business  at  148  Sohier  Road,   Beverly,
  Massachusetts  01915 ("CPI"),  ILC  Technology,  Inc., a California  corporation
  having its principal place of business at 399 Java Drive, Sunnyvale,  California
  94089 ("ILCT"), and the sole stockholder of CPI.
  
                                      RECITALS
  
       WHEREAS,  CPI is the  owner of  certain  assets,  as  hereinafter  defined,
  including but not limited to, intellectual property rights, purchase orders, and
  other assets relating to or comprising CPI's products and business; and
  
       WHEREAS, AAC wishes to purchase from CPI and CPI wishes to sell to AAC, all
  of the assets of every  kind and  nature  relating  to CPI's  business,  for the
  consideration set forth below and the assumption of certain of CPI's liabilities
  as set forth below, subject to the terms and conditions of this Agreement.
  
       NOW, THEREFORE,  intending to be legally bound hereby, and in consideration
  of the mutual premises and the representations,  warranties and covenants herein
  contained and other good and valuable consideration, the receipt and sufficiency
  of which are hereby acknowledged, the parties hereto agree as follows:
  
  1.   SALE AND PURCHASE OF THE CPI ASSETS.
  
  1.1  SALE AND  PURCHASE  OF THE CPI  ASSETS.  Based on and subject to the terms,
       provisions  and  conditions  of this  Agreement  and upon the  basis of the
       representations and warranties made herein, CPI shall sell, convey,  assign
       and deliver to AAC, and AAC shall  purchase from CPI, all right,  title and
       interest in and to the all of the assets, properties and rights owned, used
       or held for use by CPI of  every  kind,  nature  and  description,  whether
       tangible  or  intangible,  real,  personal  or mixed and  wherever  located
       pertaining  to the  business  of CPI (the  "BUSINESS")  (collectively,  the
       "ASSETS")  of every  kind and  nature,  including  but not  limited  to the
       following:
  
       (a)  PERSONAL PROPERTY.  All machinery,  equipment,  computers and computer
            equipment,   tools,  supplies,   spare  parts,  furniture,   fixtures,
            leasehold improvements,  supplies and other items of tangible property
            used in the Business,  including but not limited to, tangible personal
            property as of April 30, 1997, plus (i) any  replacements or additions
            thereto  before the date of this  Agreement,  and (ii) any  express or
            implied warranty by the manufacturers or sellers of any item or
  
                                         -1-
  component  part  thereof,  to  the  extent   transferrable,   and  all
            maintenance  records,   brochures,   catalogues  and  other  documents
            relating  to  such  personal   property  or  to  the  installation  or
            functioning thereof (collectively, the "PERSONAL PROPERTY");
  
       (b)  INVENTORIES.  All  inventories  of  raw  materials,   work-in-process,
            finished goods and materials and supplies, wherever located, which are
            related to the  Business,  including  the  inventory  as  indicated on
            SCHEDULE  1.1(B)  as of  April  30,  1997,  plus any  replacements  or
            additions  thereto  prior  to the  date of  this  Agreement  less  any
            inventory  disposed of in the ordinary  course of business  before the
            date of this Agreement (collectively, the "INVENTORY");
  
       (c)  CONTRACTS.  All  rights,  benefits  and  interest  of  CPI  under  all
            contracts,  licenses, leases,  commitments,  agreements,  purchase and
            sale orders and other commitments,  including but not limited to those
            material  contracts  having a value of more  than  $5,000.00  each and
            listed  on   SCHEDULE   1.1(C)   (the   "MATERIAL   CONTRACTS   LIST")
            (collectively, the "CONTRACTS");
  
       (d)  INTELLECTUAL  PROPERTY. All patents,  patent applications,  inventions
            upon which patent applications have not yet been filed, service marks,
            trade names,  trademarks,  trademark  registrations  and applications,
            software,  copyrighted registrations and applications,  trade secrets,
            formulae,  technology,  designs, processes,  inventions,  knowhow, and
            other intellectual property rights, both foreign and domestic, and any
            and all goodwill associated therewith,  presently owned,  possessed or
            used by CPI,  including but not limited to the  intellectual  property
            listed  on  SCHEDULE  1.1(D)  and  including  all  rights  to the name
            "Converter Power, Inc." (collectively, the "INTELLECTUAL PROPERTY");
  
       (e)  CPI SOFTWARE.  All software,  including all object and source code, in
            machine readable and listing form),  documentation (including, but not
            limited to, internal  documentation,  documentation  made available to
            customers  and  training  materials),  flowcharts,  source code notes,
            software tools, compilers, test routines and information,  in whatever
            form, and all revisions, release levels and versions of the foregoing,
            used on or with CPI products or in CPI's Business  (collectively,  the
            "SOFTWARE");
  
       (f)  PROMOTIONAL  MATERIALS.  All sales and  promotional  literature,  data
            sheets, instructional materials, catalogs and similar materials of CPI
            relating to the Business,  regardless of whether those materials exist
            in written, electronic, magnetic or other form;
  
       (g)  RECORDS.  All  financial,   accounting,   sales  and  promotional  and
            operating data, books and records of CPI,  including,  but not limited
            to,  records,   files,  customer  lists,  supplier  lists,  accounting
            records,  cost and pricing  information,  personnel records,  business
            records,  maintenance records,  customer and supplier lists,  business
            plans,  projections  studies or reports,  statistical  process control
            data and similar documents and records,  whether those materials exist
            in written, electronic, magnetic or other form;
  
                                         -2-
  (h)  PERMITS AND LICENSES. All permits, licenses, consents, authorizations,
            certificates,   registrations  and  other  approvals  granted  by  any
            federal, state, local or foreign court or other governmental authority
            required  or useful  in the  conduct  of the  Business  and  listed on
            SCHEDULE  1.1(H),  to  the  extent  transferable  (collectively,   the
            "LICENSES");
  
       (i)  CASH AND ACCOUNTS RECEIVABLE. All cash, banking accounts, certificates
            of deposit,  customer deposits, and accounts receivable related to the
            Business,  excluding,  however,  any and all rights to tax refunds for
            all periods  ending prior to March 31, 1997 (the  "RECEIVABLES"),  and
            all other current assets, all as reflected on SCHEDULE 1.1(I);
  
       (j)  INTANGIBLES.  All  claims,  causes or rights of action and  intangible
            property  rights of CPI related to the  Business,  including,  without
            limitation,   obsolete   product   designs,   restrictive   covenants,
            confidentiality  obligations  and similar  obligations  of present and
            former employees, officers and consultants of CPI; and
  
       (k)  CLAIMS. All of CPI's claims against any parties relating to any right,
            property or asset included in the Assets,  or against any party to the
            Contracts,  including,  without limitation,  unliquidated rights under
            manufacturers and vendors' warranties or guaranties.
  
  2.   PURCHASE PRICE AND METHOD OF PAYMENT.
  
  2.1  PURCHASE  PRICE.  The purchase price for the Assets (the "PURCHASE  PRICE")
       shall be (i) Six Million Three Hundred Fifty Thousand Dollars  ($6,350,000)
       (subject to  adjustment  as described in Section 2.3) in cash,  (ii) 45,000
       unregistered  shares of ASTeX Common  Stock,  and (iii) the  assumption  of
       certain liabilities of CPI, as described below, payable by AAC as follows:
  
       (a)  At  Closing,  by  certified  check  or wire  transfer,  the sum of Six
            Million Three Hundred Fifty Thousand Dollars ($6,350,000);
  
       (b)  The issuance immediately  following the Closing (as defined in Section
            2.5) of 45,000  unregistered  shares of ASTeX Common  Stock,  $.01 par
            value (the "ASTEX SHARES"). The ASTeX Shares will be held in escrow by
            O'Connor, Broude & Aronson (the "ESCROW AGENT"), to be released to CPI
            over time not to exceed twenty four (24) months  following the Closing
            (the "FINAL ESCROW RELEASE DATE") in accordance  with the terms of the
            Escrow Agreement attached hereto as EXHIBIT A (the "ESCROW AGREEMENT")
            and Section 2.3 (f); and
  
       (c)  If the ASTeX  Shares have not  increased  in market  value to at least
            $1,000,000 on May 8, 1998 (the "ESCROW MEASUREMENT DATE") based on the
            Measurement Closing Price as defined in Section 2.2 below, then on May
            9, 1998 (the "Initial  Escrow Release  Date"),  ASTeX shall pay to CPI
            the  difference  between the market value of the ASTeX Shares based on
            the Measurement Closing Price for the ASTeX Shares and $1,000,000 (the
            "Guaranteed  Value"),  such difference to be payable in cash, stock of
            ASTeX, or a combination of both, at ASTeX's discretion; provided that,
            if the amount of such difference is $100,000 or less,  ASTeX shall pay
            such amount in cash.
  
                                         -3-
  Notwithstanding  the foregoing,  the Guaranteed Value shall be subject
            to  adjustment  if any ASTeX Shares  issued  hereunder are returned to
            ASTeX in  accordance  with the  provisions  of Sections  2.3(e) or 8.4
            below.  In such instance,  the $1,000,000  Guaranteed  Value described
            above shall be reduced based upon the following formula:
  
                    Guaranteed Value =        $1,000,000 X (45,000 - N)
                                                    45,000
  
              N      = Number  of ASTeX  Shares  returned  to  ASTeX  pursuant  to
                     Section 2.3(e) or Section 8.4.
  
            [For illustration purposes only, if 9,946 ASTeX Shares are returned to
            ASTeX from  escrow in  accordance  with  Section  2.3(e) or 8.4,  then
            additional consideration would be payable to CPI only if the remaining
            35,054  ASTeX  Shares did not  increase  in market  value to  $778,978
            [$1,000,000 x (45,000 -  9,946)/45,000].  In such instance,  the ASTeX
            Shares and the additional  consideration shall equal $778,978 with the
            value of any such  shares  calculated  using the  Measurement  Closing
            Price (as defined herein).]
  
  2.2  DETERMINATION  OF MARKET VALUE OF ASTEX SHARES.  The aggregate market value
       for the  ASTeX  Shares  shall be  determined  by using the  average  of the
       closing price of ASTeX's Common Stock,  $.01 par value,  as reported by the
       NASDAQ  National  Market System,  for the four calendar  weeks  immediately
       preceding  the  Initial  Escrow  Release  Date  (the  "MEASUREMENT  CLOSING
       PRICE").
  
  2.3  ADJUSTMENTS TO PURCHASE PRICE.
  
       (a)  Attached hereto as SCHEDULE  2.3(A) is the projected  balance sheet of
            CPI at March 29,  1997 (the  "PROJECTED  BALANCE  SHEET")  prepared in
            accordance with generally accepted accounting principles, consistently
            applied ("GAAP").
  
       (b)  The Projected  Balance Sheet  reflects a projected  book value at that
            date (exclusive of intangible assets) for CPI of $3,917,000,  prior to
            reduction  of an  intercompany  receivable  of  $696,000,  yielding  a
            projected net book value of $3,221,000.
  
       (c)  Within  ninety  (90) days  after  the  Closing,  AAC,  at its cost and
            expense, shall cause KPMG Peat Marwick LLP (the "AUDITORS") to prepare
            and deliver to AAC and ILCT a draft of the Final  Balance Sheet of CPI
            as of April 30, 1997 (as defined below). The draft Final Balance Sheet
            shall be prepared in accordance  with  generally  accepted  accounting
            principles,  consistently applied,  followed in the preparation of the
            Projected Balance Sheet.
  
       (d)  Within ten (10)  business  days after its  receipt of the draft  Final
            Balance Sheet, ILCT shall give AAC written notice  indicating  whether
            it accepts the draft Final  Balance  Sheet or disputes the draft Final
            Balance  Sheet.  The failure to give any notice within that time shall
            be deemed to constitute a notice that the draft Final Balance Sheet is
  
                                         -4-
  accepted.  If the draft Final  Balance Sheet is disputed,  AAC,  ILCT,
            accountants  designated by ILCT ("ILCT  ACCOUNTANTS") and the Auditors
            shall meet to attempt to resolve the  dispute.  If the dispute has not
            been  resolved  within  fifteen  (15)  business  days after ILCT gives
            notice that it disputes the draft Final Balance Sheet, the outstanding
            issues shall be submitted to another "Big 6" accounting  firm selected
            by the Auditors and the ILCT  Accountants  for final  resolution.  The
            only issue to be  resolved  by such  other  firm shall be whether  the
            draft  Final  Balance  Sheet  was  prepared  in  accordance  with  the
            accounting  principles  followed in the  preparation  of the Projected
            Balance Sheet, consistently applied. The fees of such other firm shall
            be shared and paid equally by AAC and ILCT.  After any  disputes  have
            been  resolved,  whether  by  agreement  or  by  such  other  "Big  6"
            accounting  firm,  the Auditors  shall  prepare a Final  Balance Sheet
            which  shall be final and binding  upon the parties and deliver  these
            documents to ASTeX and ILCT. The draft Final Balance  Sheet,  if there
            is no  dispute  under  this  Section,  or the final  balance  sheet as
            determined  pursuant to this Section 2.3(d), if there is a dispute, is
            referred to as the "FINAL BALANCE SHEET."
  
            Notwithstanding  anything  herein to the  contrary,  the Final Balance
            Sheet shall be subject to the following  parameters:  (i) the warranty
            reserve as set forth on the Final  Balance Sheet shall be the lower of
            (A) the  warranty  reserve as  determined  pursuant to Section  2.3(d)
            without  reference to this  sentence,  and (B) the sum of the warranty
            reserve as set forth on the  Projected  Balance  Sheet plus  $400,000;
            (ii) the obsolete  inventory reserve as set forth on the Final Balance
            Sheet  shall be the lower of (A) the  obsolete  inventory  reserve  as
            determined  pursuant  to  Section  2.3(d)  without  reference  to this
            sentence,  and (B) the sum of the  obsolete  inventory  reserve as set
            forth on the Projected  Balance Sheet plus $50,000;  (iii) the accrued
            taxes payable reserve as set forth on the Final Balance Sheet shall be
            the lower of (A) the  accrued  taxes  payable  reserve  as  determined
            pursuant to Section 2.3(d) without reference to this sentence, and (B)
            the sum of the  accrued  taxes  payable  reserve  as set  forth on the
            Projected  Balance Sheet plus $100,000;  and (iv) any reduction in the
            various  reserves  pursuant to this sentence shall be added to the net
            book value as reflected on the Final Balance Sheet.
  
       (e)  For  purposes  of this  Section  2.3(e),  the parties  shall  create a
            "Modified  Final  Balance  Sheet" by taking the Final  Balance  Sheet,
            reducing  the  amount  of any  warranty  reserve,  obsolete  inventory
            reserve and accrued taxes  payable  reserve to the amount as reflected
            on the  Projected  Balance  Sheet,  and  adding  the  amount  of  such
            reductions to the net book value.  If the Modified Final Balance Sheet
            reflects  the net book  value  of CPI as  defined  above of less  than
            $3,221,000, then a number of ASTeX Shares will be returned to AAC from
            escrow, using a price of $22.22 per ASTeX Share on the differential to
            determine  the  number  of  shares to be  returned.  For  illustration
            purposes  only, if the Modified  Final Balance Sheet  reflects the net
            book value of CPI of  $3,000,000,  then an  aggregate  of 9,946  ASTeX
            Shares will be returned to AAC ($221,000 divided by $22.22).
  
            (f)  (i) On the Initial  Escrow  Release Date,  AAC shall release from
                 escrow that number of ASTeX  Shares  equal to the total number of
                 ASTeX  Shares  then  held in  escrow,  plus the  number of shares
                 payable pursuant to Section 2.1(c), less the following:
  
                                         -5-
  (a)  9001  shares,  which  shall  continue  to be held in escrow  with
                 respect to any shortfall in the warranty reserve; plus
  
            (b)  unless  CPI has  presented  ASTeX  with a  certificate  from  the
                 Massachusetts  Department of Revenue  releasing any liens against
                 the Assets as a result of any tax liability of CPI, an additional
                 4500 shares; plus
  
            (c)  a  number  of  shares  equal  to (A)  the  dollar  amount  of any
                 liabilities  incurred by AAC with  respect to product  warranties
                 (other than so-called "product liability" claims) with respect to
                 products shipped by CPI prior to the Closing,  to the extent such
                 dollar amount  exceeds the warranty  reserve  established  on the
                 Projected Balance Sheet, (B) divided by $22.22; plus
  
            (d)  a  number  of  shares  equal  to (X)  the  dollar  amount  of any
                 liabilities  incurred by AAC with  respect to obsolete  inventory
                 included in the Assets,  to the extent such dollar amount exceeds
                 the  obsolete  inventory  reserve  established  on the  Projected
                 Balance Sheet, (Y) divided by $22.22.
  
                 ASTeX and AAC agree that, to the greatest extent practicable, the
                 shares  to be  retained  hereunder  shall  be the  shares  issued
                 pursuant  to  Section  2.1(c),  and  the  shares  to be  released
                 hereunder  shall be the ASTeX  Shares  initially  delivered  into
                 escrow in connection with the Closing, and that the parties shall
                 promptly deliver such instructions to the Escrow Agent.
  
                 (ii) On the Final Escrow  Release  Date,  AAC shall  release from
                      escrow  theremaining  ASTeX  Shares,  and any shares  issued
                      pursuant to Section 2.1(c), less the following:
  
            (a)  a number of shares equal to the dollar amount of any  liabilities
                 incurred  by AAC with  respect  to any tax  liabilities  assessed
                 against CPI; plus
  
            (b)  a  number  of  shares  equal  to (A)  the  dollar  amount  of any
                 liabilities incurred by AAC during the period May 9, 1998 through
                 May 8,  1999 with  respect  to  product  warranties  (other  than
                 so-called  "product  liability"  claims) with respect to products
                 shipped by CPI prior to the  Closing,  to the extent  such dollar
                 amount,  plus the amount of such  warranty  liabilities  incurred
                 during the period May 9, 1997  through  May 8, 1998,  exceeds the
                 warranty reserve  established on the Projected Balance Sheet, (B)
                 divided  by  $22.22;   provided,  that  if  AAC  and  ASTeX  have
                 previously  received  all or a  portion  of the  ASTeX  Shares as
                 payment  for  indemnification  as  provided  in Section 8 of this
                 Agreement,  or have  made a claim for  indemnification  such that
                 there are not  adequate  ASTeX  Shares  remaining  or reserved to
                 address  the sums due  hereunder,  then CPI shall pay to AAC,  in
                 cash or in ASTeX Shares  (valued at $22.22) the sums equal to the
                 deficiencies  after  adjustment for all ASTeX Shares remaining in
                 escrow prior to such claim.
  
                                         -6-
  (iii)The  provisions  of Section 8 limiting the  liability of CPI
                      and ILC to all claims in excess of  $75,000  shall not apply
                      to any claims under this Section 2.3(f).
  
  2.4  ASSUMPTION OF CERTAIN LIABILITIES.
  
       (a)  At the Closing,  AAC shall  assume and agree to pay when due,  perform
            and discharge in accordance with the terms thereof,  and indemnify and
            hold CPI and ILCT harmless from, all of the  liabilities,  obligations
            and  commitments  of CPI (i) that are shown on the  Projected  Balance
            Sheet,  (ii)  that are  disclosed  in any  Schedule  attached  to this
            Agreement,  (iii) that arise after the Closing in connection  with the
            Assets,  including  without  limitation,  contracts  set  forth in the
            Material  Contracts  List, (iv) that arise after March 29, 1997 in the
            ordinary course of CPI's Business, and (v) that is accrued vacation to
            CPI employees not to exceed  $100,000 in the aggregate  (collectively,
            the "ASSUMED LIABILITIES").
  
       (b)  Notwithstanding the foregoing  provisions of Section 2.4(a), AAC shall
            not assume or agree to perform, pay or discharge, and CPI shall remain
            liable for, all  obligations,  liabilities and  commitments,  fixed or
            contingent,  of  CPI  other  than  the  Assumed  Liabilities.  Without
            limiting the foregoing,  the Assumed Liabilities shall NOT include (i)
            any tax liabilities that are not disclosed in any Schedule attached to
            this Agreement  relating to CPI's  operations  prior to the Closing or
            the transactions  contemplated by this Agreement,  (ii) costs incurred
            by  ILCT  or CPI in  connection  with  the  transactions  contemplated
            hereby,  (iii)  liabilities  with  respect to  judgments or pending or
            threatened litigation or causes of action which occur prior to Closing
            (other than  warranty  claims),  (iv) any broker's or finder's fees or
            commission  and the fees of CPI and ILCT's legal counsel in connection
            with this  transaction  incurred by CPI or ILCT,  (v) any and all debt
            due to  ILCT,  employees  or  affiliates  of CPI,  including  sums due
            employees by CPI arising out of CPI's health  insurance  programs that
            is not disclosed in any Schedule attached to this Agreement,  and (vi)
            obligations or  liabilities  arising from any  warranties,  express or
            implied,  with  respect to any  products  shipped  prior to Closing in
            excess of any warranty  reserves set forth in the Final Balance Sheet.
            AAC shall assume all claims for product liability relating to products
            sold by CPI accruing on or after the Closing Date.
  
  2.5  CLOSING. The closing (the "CLOSING") of the sale and purchase of the Assets
       under this Agreement shall take place at the offices of O'Connor,  Broude &
       Aronson at  Waltham,  Massachusetts,  at 10:00 a.m.  on the 8th day of May,
       1997,  or such other date and place as shall be agreed upon by the parties.
       The date of the  Closing is  hereinafter  referred to as the  Closing.  All
       proceedings  to be taken and all  documents to be executed and delivered by
       all parties at the Closing  shall be deemed to have been taken and executed
       simultaneously,  and no proceedings  shall be deemed to have been taken nor
       any documents executed or delivered until all have been taken, executed and
       delivered. At Closing:
  
       (a)  AAC shall  deliver  to CPI the  purchase  price  set forth in  Section
            2.1(a);
  
       (b)  The  parties  and  the  Escrow  Agent  shall  enter  into  the  Escrow
            Agreement;
  
                                         -7-
  (c)  ASTeX shall  deliver to its transfer  agent  irrevocable  instructions
            authorizing  the transfer  agent to issue the ASTeX Shares in the name
            of CPI and shall cause a certificate evidencing the ASTeX Shares to be
            delivered to the Escrow Agent;
  
       (d)  CPI shall  deliver to AAC a warranty bill of sale in the form attached
            hereto as EXHIBIT B, and AAC shall deliver to ILCT payment therefor as
            set forth above in this Section 2;
  
       (e)  The parties shall deliver the  Certificates  described in Sections 5.1
            and 6.1, and the Opinions of Counsel described in Sections 5.2 and 6.2
            of this Agreement;
  
       (f)  CPI and AAC shall enter into the Assignment  and Assumption  Agreement
            set forth in EXHIBIT C;
  
       (g)  AAC and ILCT shall enter into the Sales  Representative  Agreement set
            forth in EXHIBIT D; and
  
       (h)  The parties shall deliver such additional documents, including but not
            limited to,  certified  copies of charter  documents,  certificates of
            officers  and  secretaries  of  each  corporation,  UCC-3  termination
            statements, consents, as counsel to each of the parties may reasonably
            request.
  
  2.6  TAXES AND ALLOCATION OF PURCHASE  PRICE.  ASTeX shall pay any and all taxes
       arising by virtue of the sale or transfer of the Assets.  CPI shall pay any
       and all income and capital  gains taxes  arising by virtue of CPI's receipt
       of the Purchase  Price.  The aggregate  amount of the Total  Purchase Price
       shall be allocated among the Assets as set forth in SCHEDULE 2.6.  SCHEDULE
       2.6 shall be prepared  within  ninety (90) days after the Closing and shall
       be  reasonably  acceptable  to both  parties.  The  parties  agree that the
       allocation  to  be  reflected  in  SCHEDULE  2.6  will  be  arrived  at  by
       arm's-length  negotiation  and in the judgment of the parties will properly
       reflect the fair market value of the  respective  Assets.  Such  allocation
       will be binding on each party for federal and state  income tax purposes in
       connection  with  the  purchase  of the  Assets  and  will be  consistently
       reflected by the parties in all of their tax returns.
  
  3.   REPRESENTATIONS AND WARRANTIES OF ILCT AND CPI.
  
       Subject  to the  provisions  of  Section  11.1,  ILCT and CPI  jointly  and
       severally   represent   and   warrant   to  AAC  and   ASTeX,   upon  which
       representations   and   warranties   AAC  and   ASTeX   rely,   and   which
       representations  and warranties shall survive the Closing,  notwithstanding
       any  investigation  of the  affairs  of ILCT  and CPI by AAC or  ASTeX,  as
       follows (items  disclosed in any SCHEDULE hereto are deemed  disclosed with
       respect to all representations and warranties set forth herein):
  
  3.1  CAPITALIZATION  OF CPI. CPI's  authorized  capital stock consists solely of
       1,000 shares of Common  Stock,  no par value per share,  of which all 1,000
       shares are issued and  outstanding  on the date hereof and all of which are
       held  of record  and  beneficially solely by ILCT. All such issued and out-
  
                                         -8-
  standing  shares of CPI  Common  Stock  have been duly and  validly issued
       and are, fully paid and non-assessable.
  
  3.2  AUTHORIZATION.  This  Agreement  has been  duly and  validly  executed  and
       delivered by each of CPI and ILCT. This Agreement and all other  agreements
       and  obligations  entered  into  and  undertaken  in  connection  with  the
       transactions  contemplated  hereby  to  which  CPI  and  ILCT  are  parties
       constitute  the valid and legally  binding  obligations of CPI and ILCT, as
       applicable,  enforceable  against them in accordance with their  respective
       terms  except  insofar as  enforceability  may be  limited  by  bankruptcy,
       insolvency,  or similar laws  affecting the rights of creditors and general
       equitable  principles.  The execution,  delivery and performance by CPI and
       ILCT of this  Agreement  and the  agreements  provided for herein,  and the
       consummation by CPI and ILCT of the  transactions  contemplated  hereby and
       thereby,  will not,  with or without the giving of notice or the passage of
       time or  both,  (a)  except  as set  forth in  SCHEDULE  3.2,  violate  the
       provisions of any law, rule or  regulation  applicable to CPI or ILCT;  (b)
       violate the provisions of the Articles of Organization,  as amended, or the
       Bylaws, as amended, of CPI or the Articles of Incorporation,  as amended or
       Bylaws,  as amended,  of ILCT; (c) violate any judgment,  decree,  order or
       award of any court,  governmental  body or arbitrator  having  jurisdiction
       over CPI or ILCT or any of their  respective  assets or properties;  or (d)
       except as set forth in SCHEDULE  3.2,  violate,  conflict with or result in
       the breach or  termination  of any term or  provision  of, or  constitute a
       default under, or cause any acceleration of any obligation  under, or cause
       the  creation  of  any  indebtedness   under,   any  contract,   agreement,
       commitment, instrument permit, lease or license, applicable to CPI or ILCT,
       or any of the Assets.
  
  3.3  ORGANIZATION.  CPI is a corporation duly organized, validly existing and in
       good standing under the laws of the Commonwealth of Massachusetts,  and has
       all  requisite  power  and  authority  (corporate  and  other)  to own  its
       properties and to carry on its business as now being conducted. CPI is duly
       qualified to do business and in good standing in all jurisdictions in which
       its  ownership of property or the  character of its business  requires such
       qualification  and where  failure to be so qualified  would have a material
       adverse effect on CPI. Certified copies of the Articles of Organization, as
       amended,  and Bylaws of CPI,  as amended to date,  have been  delivered  to
       ASTeX,  and are complete,  and no amendments have been made thereto or have
       been authorized  since the date thereof,  except as contemplated by Section
       5.3.
  
  3.4  SUBSIDIARIES. CPI has no Subsidiaries or foreign sales corporations and CPI
       owns or holds of record and or  beneficially  no shares of any class in the
       capital  of any other  corporations  or in any other  business  enterprise.
       "SUBSIDIARY"  shall mean any  corporation,  partnership,  joint  venture or
       other entity in which CPI has,  directly or indirectly,  an equity interest
       representing  10% or more of the  capital  stock  thereof  or other  equity
       interests therein.
  
  3.5  BOOKS AND RECORDS. Except as set forth in SCHEDULE 3.5 (a) the minute books
       of CPI  provided  to AAC for  review  contain  an  accurate  record  of all
       meetings and other corporate  action of the  stockholders  and directors of
       CPI, and (b) the stock ledger of CPI produced for AAC's review  contains an
       accurate record of the holdings of the stock issued by CPI.
  
                                         -9-
  3.6  FINANCIAL STATEMENTS.
  
       (a)  CPI FINANCIAL  STATEMENTS.  CPI has delivered to AAC true and complete
            copies of its  unaudited  financial  statements  as of the three  year
            period  ending   September  30,  1996  and  its  unaudited   financial
            statements for the periods  ending March 29, 1997,  December 28, 1996,
            March 30, 1996 and December 30, 1995 (the "CPI FINANCIAL STATEMENTS").
            The CPI  Financial  Statements  are in  accordance  with the books and
            records of CPI, and (i) present  fairly the financial  position of CPI
            as of the respective dates and for the respective  periods  indicated,
            (ii) include all required  material  adjustments,  and (iii) have been
            prepared in accordance with generally accepted  accounting  principles
            applied on a basis consistent with prior periods and practices.
  
       (b)  NO ADVERSE CHANGES OR UNDISCLOSED LIABILITIES.  Except as set forth on
            SCHEDULE 3.6, since March 29, 1997,  there has not occurred or arisen,
            whether or not in the ordinary  course of  business:  (i) any material
            adverse  change in the  assets,  financial  condition,  operations  or
            business of CPI, or (ii) any event, condition or state of facts of any
            character  which has or may  reasonably be expected to materially  and
            adversely  affect  the  results  of  operations,  business,  financial
            condition or prospects  of CPI.  Except as set forth on SCHEDULE  3.6,
            CPI  has no  material  liabilities  or  obligations,  fixed,  accrued,
            contingent or otherwise, which are not fully reflected or provided for
            on, or disclosed in the notes to, the CPI Financial  Statements except
            (i)  liabilities  and  obligations  incurred in the ordinary course of
            business since March 29, 1997,  none of which  individually  or in the
            aggregate  has  been  or is  materially  adverse  to  the  operations,
            business, financial condition or prospects of CPI and (ii) liabilities
            and obligations  permitted or  contemplated by this Agreement.  Except
            for those  liabilities  described  above, CPI or ILCT know of no basis
            for assertion against CPI of any other liability, debt or obligation.
  
  3.7  ACCOUNTS RECEIVABLE;  INVENTORIES. The accounts receivable reflected on the
       Unaudited  Financial  Statements  have been collected or are collectible in
       the amounts shown,  subject to a reasonable allowance for doubtful accounts
       as set forth in the CPI Financial Statements. All sales of CPI inventory as
       set forth in the CPI Financial  Statements are final, other than normal and
       customary   warranty   rights.    There   are   no   significant   refunds,
       reimbursements,  discounts,  or other adjustments payable by CPI in respect
       to any of its accounts  receivable,  and CPI does not know and has received
       no notice of any defenses, rights of setoff,  assignments,  pledges, liens,
       encumbrances,  claims, equities, or conditions enforceable by third parties
       on or affecting the accounts  receivable or inventories  of CPI,  except as
       set forth in  SCHEDULE  3.7.  The  inventories  shown on the CPI  Financial
       Statements  and the  inventories  acquired  since March 29, 1997 consist of
       items of a quantity and quality  usable or salable in the normal  course of
       the business of CPI, and the value at which the  inventories are carried on
       the CPI  Financial  Statements  reflect  the lower of CPI's  cost or market
       value.
  
  3.8  TAX MATTERS.
  
       (a)  Except as set forth on  SCHEDULE  3.8  attached  hereto,  CPI has paid
            either  directly or through  consolidated  tax  returns  filed by ILCT
            (and, as to any of the following which are payable after the Closing,
  
                                        -10-
  CPI  has  properly  reserved  against  in  accordance  with  generally
            accepted accounting principles) all income taxes, capital gains taxes,
            withholding and other employment taxes,  capital taxes,  sales and use
            taxes,  goods and services  taxes,  business  taxes, ad valorem taxes,
            property  taxes,  excise taxes,  customs and import  duties,  imposts,
            rates,  levies,  assessments  and fees,  and all other  taxes of every
            kind,  character or description,  including all interest,  fines,  and
            penalties   relating   thereto,   imposed  by  any   governmental   or
            quasi-governmental  authority,  domestic or foreign,  whether federal,
            state,  local or municipal  (collectively  the "TAXES") required to be
            paid by CPI for all periods prior to the Closing. CPI has provided AAC
            with true and correct  copies of all tax returns of CPI since 1994. No
            outstanding assessments,  reassessments,  notices of determination, or
            notices of any kind  whatsoever,  or notices of increases in tax rates
            with  respect to any such Taxes exist or to the best  knowledge of CPI
            and ILCT could become a lien on the  properties  or assets of CPI. CPI
            has duly and timely filed or caused to be filed all  reports,  returns
            and other documents  relating to or covering all such Taxes, which are
            due or required  to be filed at or prior to the date of  Closing,  and
            the Taxes or applicable  amount shown thereon have been timely accrued
            or paid. No such filings have  contained any  misstatement  or omitted
            any statement of any fact that should have been included therein.
  
       (b)  None of the income tax  returns  for Taxes of CPI has been  audited by
            any  taxing   authority.   No   action,   suit,   proceeding,   audit,
            investigation  or claim is pending or to the best  knowledge of CPI or
            ILCT are threatened,  in respect of any Taxes for which CPI is liable,
            nor has CPI or ILCT  received  any notice of any  proposed or asserted
            deficiency  or claim  for any  Taxes.  No  waiver  of any  statute  of
            limitations  with  respect to any taxation  year has been  executed by
            CPI; and no agreement, waiver or consent providing for an extension of
            time  with   respect  to  the   assessment,   reassessment   or  other
            determination  of any  Taxes  against  CPI,  and no power of  attorney
            granted  by CPI  with  respect  to any  matters  relating  to Taxes is
            currently in force.
  
       (c)  Subject to the limitations  described in Section 2.3(f),  all reserves
            established  on the Final  Balance  Sheet for  warranty  claims or for
            obsolete  inventory  are  adequate  to  cover  any and all  costs  and
            obligations for any  appropriate  warranty claim (other than so-called
            "product  liability"  claims)  or for the  write-off  of any  obsolete
            inventory.
  
  3.9  TITLE TO PROPERTIES.  Except as set forth in SCHEDULE 3.9, CPI has good and
       marketable  title to all of its  properties  and  assets  reflected  in the
       Financial Statements or acquired since March 29, 1997 except properties and
       assets disposed of in the ordinary course of business since March 29, 1997,
       and none of such  properties or assets is subject to any mortgage,  pledge,
       lien, security interest, lease, charge,  encumbrance,  objection,  claim or
       joint  ownership.  CPI is the sole and lawful owner of the Assets,  and has
       and  except  as set  forth in  SCHEDULE  3.9,  will  convey to AAC good and
       marketable  title and all  proprietary  rights and  interests in and to the
       Assets,  free and clear of all  encumbrances of any kind (including  claims
       for  taxes)  except  for the  Assumed  Liabilities.  Except as set forth in
       SCHEDULE  3.9,  the  delivery  to AAC of the  instruments  of  transfer  of
       ownership  contemplated  by this  Agreement  will vest good and  marketable
       title to the Assets in AAC, free and clear of all  encumbrances of any kind
       or nature  whatsoever,  except  for the  Assumed  Liabilities.  The  Assets
       include all assets  currently  used or useful in the  business or necessary
       for  the operation of the Business as currently  conducted and  include all
  
                                        -11-
  assets on the  Projected  Balance  Sheet,  except  materials  and  supplies
       consumed and accounts  receivable  paid in the ordinary  course of business
       and assets  acquired after March 29, 1997.  Except as set forth in SCHEDULE
       3.9, all Assets owned or leased by CPI are in the  possession  or under the
       control of CPI.  All leases  listed on  SCHEDULE  3.9 are valid and in full
       force and effect,  and CPI or ILCT have not received  notice of any alleged
       default (that has not been cured or validly waived in writing)  thereunder.
       Except for its  interest as a tenant of real  property  leased to it, or as
       set forth on SCHEDULE 3.9, CPI does not own any right, title or interest in
       or to real property of any kind.
  
  3.10 ASSETS  ADEQUATE FOR BUSINESS.  The  machinery,  equipment and other assets
       owned or leased by CPI are in good  working  order  and are  sufficient  to
       enable CPI to carry on its  business as  presently  conducted.  ILCT is not
       aware of any defects in CPI's  equipment that would require the replacement
       of, or major repairs to, any item in excess of $25,000.00 in the aggregate.
  
  3.11 AGREEMENTS,  CONTRACTS AND COMMITMENTS. Except as shown on SCHEDULE 3.11 or
       any other  Schedule  delivered by CPI  hereunder,  CPI is not a party to or
       liable in connection with and has not made or granted any oral or written:
  
       (a)  employment  agreement or profit-sharing,  bonus,  incentive,  deferred
            compensation,  stock  option  or  purchase,  severance  pay,  employee
            benefit or similar plan or arrangement;
  
       (b)  note, loan, credit, security or guaranty agreement or other obligation
            relating to the borrowing of money;
  
       (c)  license agreement,  or sales representative,  distributor,  franchise,
            advertising or property management agreement;
  
       (d)  agreement for the future  purchase by CPI of any material,  equipment,
            services or supplies in an amount in excess of $5,000 in any  instance
            or $25,000 in the aggregate;
  
       (e)  agreement  for the  future  sale by CPI of any  materials,  equipment,
            services or supplies in an amount in excess of $5,000 in any  instance
            or $25,000 in the aggregate;
  
       (f)  insurance or  indemnity  contract,  bank account and other  depositary
            arrangement  (including  the  names  of  persons  authorized  to  draw
            thereon) or power of attorney;
  
       (g)  agreement,  not  elsewhere  specifically  disclosed  pursuant  to this
            Agreement,  involving,  or  providing  any  benefit  to, any  officer,
            director, employee or stockholder of CPI;
  
       (h)  agreement  or  arrangement  for the sale of any of its  assets  or the
            grant  of any  preferential  rights  to  purchase  any of its  assets,
            property  or  rights  or  requiring  the  consent  of any party to the
            transfer and assignment of such assets, property or rights;
  
                                        -12-
  (i)  any   contracts,   agreements   or  other   arrangements   imposing  a
            non-competition, non-solicitation or similar obligation on CPI; and
  
       (j)  any other material  agreement whether or not in the ordinary course of
            business.
  
            No third  party  has  given  notice to CPI of any  claim,  dispute  or
            controversy  with respect to any of the  contracts  listed on SCHEDULE
            3.11,  nor has CPI or ILCT  received  notice  or  warning  of  alleged
            nonperformance,  delay in delivery or other  noncompliance by CPI with
            respect to its obligations  under any of such  contracts,  nor, to the
            best  knowledge of CPI and ILCT, are there any facts  indicating  that
            any of such  contracts  may be  totally  or  partially  terminated  or
            suspended by the other parties  thereto,  or that CPI is in default of
            any of its obligations thereunder. CPI enjoys peaceful and undisturbed
            possession under all leases under which it operates.
  
  3.12 EMPLOYEE BENEFIT AND PENSION PLANS.
  
       (a)  Except as listed in SCHEDULE 3.12 attached hereto,  CPI does not have,
            and is not subject to any present or future  obligation  or  liability
            under, any pension plan, deferred compensation plan, retirement income
            plan, stock option or stock purchase plan,  profit sharing plan, bonus
            plan or policy,  employee group insurance plan,  hospitalization plan,
            disability  plan or other employee  benefit plan,  program,  policy or
            practice,  formal or informal,  with respect to any of its  employees,
            other than health plans established pursuant to statute. SCHEDULE 3.12
            also lists the general policies,  procedures and work-related rules in
            effect with  respect to  employees  of CPI,  whether  written or oral,
            including,  but not  limited to,  policies  regarding  holidays,  sick
            leave,  vacation,  disability  and  death  benefits,  termination  and
            severance pay,  automobile  allowances and rights to  company-provided
            automobiles  and  expense   reimbursements.   (The  plans,   programs,
            policies,  practices  and  procedures  listed  in  SCHEDULE  3.12  are
            hereinafter  collectively called the "BENEFIT PLANS"). All reports and
            returns  filed  with any  governmental  agency  with  respect  to such
            benefit  plans owned by CPI filed with any  regulatory  agency  within
            three (3) years prior to the date hereof have been provided to AAC.
  
       (b)  CPI has never had a defined  benefit  pension plan.  The pension plans
            included  in  the  Benefit  Plans  are  registered  under  and  are in
            compliance with all applicable  federal and state  legislation and all
            reports,  returns and filings required to be made thereunder have been
            made.  Such pension plans have been  administered  in accordance  with
            their terms and the  provisions of  applicable  law. Each pension plan
            has been funded in accordance with the  requirements of such plans and
            based on actuarial  assumptions which are appropriate to the employees
            of CPI and the business of CPI. Based on such assumptions, there is no
            unfunded  liability  under any such  pension  plan.  No  changes  have
            occurred since the date of the most recent actuarial report in respect
            of such  pension  plans  which  makes such  report  misleading  in any
            material respect and, since the date of such report,  neither ILCT nor
            CPI has not made or granted or  committed to make or grant any benefit
            improvements  to which  members of the pension plans are or may become
            entitled which are not  reflected in such  actuarial report.  No funds
  
                                        -13-
  have been withdrawn by CPI from any such pension plan or other Benefit
            Plans.
  
       (c)  No  claims  are  pending  or, to the best  knowledge  of CPI and ILCT,
            threatened  by any employee  covered under the Benefit Plans or by any
            other person which allege a breach of fiduciary duties or violation of
            governing law or which may result in liability to CPI and, to the best
            knowledge  of CPI and  ILCT,  no  basis  for such a claim  exists.  No
            employees  or  former  employees  of CPI are  receiving  from  CPI any
            pension or  retirement  payments,  or are entitled to receive any such
            payments,  not covered by  insurance or by a pension plan to which CPI
            is a party.
  
  3.13 REQUIRED  CONSENTS,  NO DEFAULT.  Except as  described  in  SCHEDULE  3.13,
       neither the execution and delivery of this  Agreement nor compliance by CPI
       and ILCT  with its  terms  and  provisions  will  require  the  affirmative
       consent,   approval,   order  or  authorization  of  or  any  registration,
       declaration or filing with any third party or governmental  authority.  CPI
       is not in default under or in violation of any provision of its Articles of
       Organization, as amended or Bylaws, as amended. CPI is not in default under
       or in violation of any provision of any indenture, mortgage, lease, loan or
       other  agreement  to  which  it is a party  or is  bound  or to  which  its
       properties are subject, except such defaults which in the aggregate are not
       materially  adverse to the business or  financial  condition of CPI. All of
       the  rights  of CPI  under  the  Contracts  extending  beyond  Closing  are
       assignable  to AAC  and  upon  assignment  shall  continue  unimpaired  and
       unchanged  in AAC on or after the  Closing  without  (i) the consent of any
       person (except for any  consents(s)  which have been or will be obtained in
       writing by CPI at or before the Closing or as provided on SCHEDULE 3.13) or
       (ii)  the  payment  of  any  penalty,  the  occurrence  of  any  additional
       obligations or the change of any term.
  
  3.14 LITIGATION. Except as set forth on SCHEDULE 3.14 attached hereto: (a) there
       is no  action,  suit or  proceeding  to which CPI is a party  (either  as a
       plaintiff or defendant)  pending or, to the best knowledge of CPI and ILCT,
       threatened  before any court or  governmental  agency,  authority,  body or
       arbitrator  and, to the best  knowledge of CPI and ILCT,  there is no basis
       for any such action,  suit or proceeding;  (b) neither CPI nor, to the best
       knowledge  of CPI and ILCT,  any  officer,  director or employee of CPI has
       been permanently or temporarily  enjoined by any order,  judgment or decree
       of any court or any governmental agency, authority or body from engaging in
       or  continuing  any conduct or practice in  connection  with the  business,
       assets, or properties of CPI; and (c) there is not in existence on the date
       hereof  any order,  judgment  or decree of any  court,  tribunal  or agency
       enjoining or  requiring  CPI to take any action of any kind with respect to
       its business,  assets or properties.  To CPI and ILCT's knowledge,  CPI has
       delivered to AAC all files,  letters and other  information with respect to
       complaints of customers of CPI in the past twelve months.
  
  3.15 BROKER'S OR FINDER'S FEES. Broadview Associates is acting on behalf of ILCT
       and will be entitled to a broker's or finder's fee in  connection  with the
       transactions contemplated herein, which sum will be paid solely by ILCT.
  
                                        -14-
  3.16 COPIES OF DOCUMENTS. Upon request, ILCT will make available or cause CPI to
       make  available for inspection and copying by AAC or ASTeX or its attorneys
       or accountants true and correct copies of all documents referred to in this
       Section 3 or in any Schedule  delivered by ILCT or CPI to AAC in connection
       with this  Agreement and any other  agreements and records of CPI which AAC
       requests.
  
  3.17 INTANGIBLE PROPERTY.  SCHEDULE 3.17 attached hereto sets forth: (i) a true,
       correct and complete list and,  where  appropriate,  a description  of, all
       items of intangible property owned by, or used or useful in connection with
       the  business  of, CPI,  including,  but not limited  to,  patents,  patent
       applications, trademarks, proposed trademarks, trade secrets, know-how, any
       other  confidential  information of CPI, trade names,  industrial  designs,
       business names and other intangible  property whether or not registered and
       applications for any of the foregoing (the "INTANGIBLE PROPERTY"); and (ii)
       a true,  correct and complete list of all licenses or similar agreements or
       arrangements to which CPI is a party, either as licensee or licensor,  with
       respect to the Intangible  Property,  except for software products that are
       generally commercially available. Except as otherwise disclosed in SCHEDULE
       3.17.  CPI owns or possesses  adequate  licenses or other rights to use all
       Intangible  Property  used  in the  business  of  CPI,  and  the  same  are
       sufficient  to  conduct  its  business  as it has  been  and  is now  being
       conducted. There are no licenses, sublicenses or grants relating to the use
       of any of the  Intangible  Property that are not set forth in Schedule 3.17
       (other  than   licenses   with  respect  to  software   products  that  are
       commercially  available).  To the  best  knowledge  of CPI  and  ILCT,  the
       operations of CPI do not conflict  with or infringe any patent,  trademark,
       trade secret or trade name, registered or unregistered, owned, possessed or
       used by any third  party.  No third  party  has given  notice to CPI to the
       effect that the  operations  of CPI  conflict  with or infringe any patent,
       patent  right,  copyright,   computer  software  right,  mask  work  right,
       trademark,  trade secret or trade name, registered or unregistered,  owned,
       possessed  or used by any third  party.  To the best  knowledge  of CPI and
       ILCT,  there are no facts that  would  give rise to a valid  claim that CPI
       does not have the  unrestricted  right to use, free of any rights or claims
       of others,  all Intangible  Property used in the conduct of the business of
       CPI.
  
  3.18 GOVERNMENTAL CONSENTS. No consent,  approval, order or authorization of, or
       registration,  qualification,  designation, declaration or filing with, any
       governmental authority is required to be obtained or made by ILCT or CPI in
       connection  with the execution  and delivery of this  Agreement or the sale
       and delivery of the Assets, as contemplated by this Agreement,  except such
       filings as  described  in SCHEDULE  3.18.  All such  filings have been made
       prior to and shall be  effective on and as of the Closing or will be timely
       made.
  
  3.19 COMPLIANCE  WITH  AGREEMENTS  AND  LAWS.  CPI has all  requisite  licenses,
       permits and certificates, including environmental (other than those permits
       and  certificates  referenced in Section  3.28) health and safety  permits,
       from federal, state and local authorities necessary to conduct its business
       as  currently  conducted  (collectively,  the  "PERMITS").  The Permits are
       listed on SCHEDULE 3.19, are valid and subsisting and in good standing and,
       except  as  set  forth  in  SCHEDULE  3.19,   will  be  unaffected  by  the
       transactions  contemplated  by  this  Agreement.  Except  as set  forth  in
       SCHEDULE 3.19, the business of CPI as conducted through the date hereof has
       not  violated  any  federal,  state  or  local  laws, regulations or orders
  
                                        -15-
  (including, but not limited to, any of the foregoing relating to employment
       discrimination,  occupational safety,  environmental protection,  hazardous
       waste, conservation,  or corrupt practices), the enforcement of which would
       have a material  adverse effect on the business or prospects and operations
       of CPI.  Except as set  forth on  SCHEDULE  3.19,  CPI has had no notice or
       communication  from any federal,  state or local governmental or regulatory
       authority or otherwise of any such violation or noncompliance.
  
  3.20 EMPLOYEE RELATIONS AND LABOR MATTERS.
  
       (a)  Except as set forth in SCHEDULE  3.20,  CPI is in compliance  with all
            federal, state and municipal laws respecting employment and employment
            practices, terms and conditions of employment and wages and hours, and
            it is not  engaged  in any  unfair  labor  practice,  and there are no
            arrears in the payment of wages or social security taxes.
  
       (b)  None of the employees of CPI is  represented  by any labor union,  nor
            does CPI have any agreements, whether directly or indirectly, with any
            labor union, employee association or other similar entity. CPI has not
            made commitments to or conducted  negotiations with any labor union or
            employee  association  or similar  entity  with  respect to any future
            agreements.  No trade union,  employee  association  or other  similar
            entity has any bargaining  rights acquired by either  certification or
            voluntary  recognition  with respect to the employees of CPI. There is
            no unfair  labor  practice  complaint  against CPI pending  before any
            federal,  state or local  agency.  There is no pending labor strike or
            other pending organizational drive.
  
       (c)  CPI is in compliance  with all applicable  and material  provisions of
            the Federal Fair Labor  Standards Act or any similar state statute and
            all rules and regulations  under each. Except as disclosed in SCHEDULE
            3.20,  there have been no organizing  attempts (known to ILCT or CPI),
            strikes or other work stoppages  which CPI has suffered.  Neither ILCT
            nor CPI has reason to believe that any such organizing attempt, strike
            or work stoppage is pending, contemplated or threatened.
  
  3.21 ABSENCE OF CERTAIN CHANGES OR EVENTS.  Except as set forth on SCHEDULE 3.21
       attached  hereto,  since March 29,  1997,  (a) CPI has not entered into any
       transaction  that is not in the usual and ordinary course of business,  (b)
       and,  to the best  knowledge  of CPI and  ILCT,  there  has been no  event,
       circumstance or condition which has or could have a material adverse effect
       on CPI's business.  Neither CPI nor ILCT know of any existing or threatened
       occurrence,  event or development specific to the Business which, as far as
       can be  reasonably  foreseen  could have a material  adverse  effect on the
       Business.  Neither  CPI nor ILCT have been  notified  by any (i)  suppliers
       material  to CPI that such  suppliers  will not be  willing  to sell to AAC
       after the  Closing  the lines of  products  presently  sold to CPI, or (ii)
       customers  material  to CPI that  such  customers  will not be  willing  to
       continue  purchasing  from  AAC  after  the  Closing,  without  significant
       reductions,  products  or  services  currently  sold by CPI.  CPI and  ILCT
       believe that CPI's  relationships with its suppliers and customers are good
       commercial working relationships.
  
                                        -16-
  3.22 INDEBTEDNESS TO AND FROM OFFICERS,  DIRECTORS AND STOCKHOLDERS.  CPI is not
       indebted, directly or indirectly, to any person who is an officer, director
       or stockholder of CPI, in any amount whatsoever other than for salaries for
       services rendered or reimbursable business expenses, all of which have been
       reflected  on the  Unaudited  Financial  Statements,  and no such  officer,
       director or  stockholder  is indebted  to CPI except for  advances  made to
       employees  of CPI in the ordinary  course of business to meet  reimbursable
       business expenses  anticipated to be incurred by such obligor. In addition,
       CPI is not a party to any agreement or arrangement  whereby it engages in a
       transaction  of any kind with any affiliate  except on terms and conditions
       no less  favorable  to CPI than would be  customary  for such  transactions
       between  unaffiliated parties or upon terms and conditions on which similar
       transactions  with others could fairly be expected to be entered into.  All
       agreements  and  arrangements  with any affiliate are fairly and accurately
       described in SCHEDULE 3.22.
  
  3.23 CONFLICTS OF INTEREST.  No officer,  director or stockholder of CPI nor, to
       the best  knowledge of CPI or ILCT,  any affiliate of any such person,  now
       has or within the last two years had, either directly or indirectly:
  
       (a)  an equity or debt  interest  in any  corporation,  partnership,  joint
            venture,  association,  organization  or other  person or entity which
            furnishes or sells or during such period furnished or sold services or
            products to CPI or purchases or during such period  purchased from CPI
            any goods or services,  or  otherwise  during such period did business
            with CPI,  except for  ownership  of not more than two percent (2%) of
            the  outstanding  voting  stock of any  entity  which is  listed  on a
            national securities exchange; or
  
       (b)  a  beneficial  interest in any  contract,  commitment  or agreement to
            which CPI is or was a party or under which CPI is or was  obligated or
            bound or to  which  any of CPI's  properties  may be or may have  been
            subject, other than stock options and other contracts,  commitments or
            agreements  between  CPI and  such  persons  in  their  capacities  as
            employees, officers or directors of CPI.
  
  3.24 CPI PERSONNEL INFORMATION.
  
       (a)  SCHEDULE 3.24 attached  hereto is a true and complete  list, as of the
            date of this ------------- Agreement, setting forth:
  
            (i)  The names and business  addresses  and positions of all directors
                 and officers of CPI at the date hereof;
  
            (ii) The names of all persons, if any, holding powers of attorney from
                 CPI, and a summary statement of the terms thereof;
  
            (iii)The name and address of each bank or other  institution  in which
                 CPI has established an account for investment, deposit, checking,
                 savings or  borrowing, or  through which  credit is  extended, a
  
                                        -17-
  brief description thereof, and the names and titles of authorized
                 signers and limits, if any;
  
            (iv) A list of all  employees and their annual  compensation  together
                 with  their   social   security   numbers  and  all   independent
                 contractors,  consultants,   subcontractors  with  whom  CPI  has
                 contracted  during the twelve (12) months  preceding  the date of
                 this  Agreement,  and  the  social  security  numbers  and  their
                 commission  and  monies  owed or paid by CPI to such  independent
                 contractors,  consultants and  subcontractors  during said twelve
                 (12) month period; and
  
            (v)  All employees  who are parties to a written or oral  agreement of
                 employment   (including   confidentiality   and   non-competition
                 agreements).
  
       (b)  All independent contractors,  consultants and subcontractors with whom
            CPI has contracted during the twelve (12) months preceding the date of
            this  Agreement  have  been  treated  as such by CPI and have not been
            treated as employees of CPI for which any  withholding  taxes or other
            applicable tax may be due from CPI.
  
       (c)  No oral  contracts  of  employment  have  been  entered  into with any
            employees  employed by CPI which are not terminable in accordance with
            applicable law and CPI has not entered into any  agreements  with such
            employees with respect to the termination of employment.  CPI does not
            have any obligation to reinstate any employees.
  
       (d)  Except as  disclosed  in  SCHEDULE  3.24,  there  are no  outstanding,
            pending  or,  to the best  knowledge  of CPI and ILCT,  threatened  or
            anticipated assessment, actions, causes of action, claims, complaints,
            demands,  orders,  prosecutions  or  suits  against  CPI or any of its
            directors,  officers,  or to  the  best  knowledge  of CPI  and  ILCT,
            employees  pursuant  to or under any  applicable  rules,  regulations,
            orders or laws,  unemployment  insurance,  tax, employer's health tax,
            employment standards, labor relations, occupational health and safety,
            human rights,  workers'  compensation  and pay equity laws relating to
            any past or present  employee or consultant of CPI, nor is CPI or ILCT
            aware  of any  basis  for any such  assessments,  actions,  causes  of
            action, claims, complaints, demands, orders, prosecutions or suits.
  
       (e)  All vacation pay, bonuses,  commissions and other benefits relating to
            the employees of CPI are accurately reflected in all respects and have
            been accrued in its Unaudited Financial  Statements in accordance with
            generally  accepted  accounting  principles  and  except as  otherwise
            disclosed herein.
  
  3.25 INSURANCE  OF  PROPERTIES.  All of  CPI's  properties  and  operations  are
       adequately insured,  by financially sound and reputable  insurers,  against
       loss or damage of the kinds and in amounts to the best knowledge of CPI and
       ILCT  customarily  insured against by such persons,  and CPI carries,  with
       such  insurers  in  customary  amounts,  such  other  insurance,  including
       larceny,  embezzlement  or other  criminal  misappropriation  insurance and
       business interruption insurance, as is  to  the best  knowledge of CPI and
  
                                        -18-
  ILCT usually carried by companies of established  reputation engaged in the
       same or a similar  business  similarly  situated.  SCHEDULE  3.25  attached
       hereto and made a part hereof  contains a complete  and correct list of all
       policies of  insurance  of every kind and nature  covering  CPI,  including
       without  limitation,  policies of life,  fire,  theft,  employee  fidelity,
       environmental  and  product  liability  coverage  and  other  casualty  and
       liability insurance, indicating the insurer, the policy number, the type of
       coverage,  the amount of coverage and the  expiration  date of each policy.
       Such policies  have been since  January 1, 1993,  and are in full force and
       effect.  Except for Directors' and Officers'  insurance  policies,  none of
       such policies are "claims made"  policies.  Complete and correct  copies of
       each such policy have been made  available to AAC prior to the execution of
       this Agreement.
  
  3.26 INSURANCE OF INDEPENDENT CONTRACTORS. Except as set forth on SCHEDULE 3.26,
       CPI has received from all of its independent  contractors,  consultants and
       subcontractors  to whom it has paid  $25,000.00  or more  since  January 1,
       1993,   certificates  or  other  valid  evidence  of  insurance  that  such
       independent  contractors,  consultants  and  subcontractors  are adequately
       insured,  by  financially  sound and  reputable  insurers,  against loss or
       damage of kinds and in amounts reasonably deemed adequate by CPI.
  
  3.27 COMPLIANCE WITH ENVIRONMENTAL LAWS.
  
       (a)  For purposes of this  Agreement,  the  following  terms shall have the
            following meanings:
  
            (i)  "ENVIRONMENTAL   LAWS"  means  all  applicable  federal,   state,
                 municipal  and local laws,  rules,  regulations,  ordinances  and
                 orders issued by any  governmental or regulatory  agency relating
                 to the  environment,  occupational  health  and  safety,  product
                 safety,  product  liability  and  storage and  transportation  of
                 goods;  including,  but not limited to the federal  Comprehensive
                 Environmental  Response,  Compensation and Liability Act of 1980,
                 as amended from time to time  ("CERCLA");  the federal  Hazardous
                 Materials  Transportation  Act, as amended from time to time; the
                 federal  Resource  Conservation and Recovery Act, as amended from
                 time to time;  and the federal Toxic  Substances  Control Act, as
                 amended from time to time; and the regulations  promulgated under
                 such acts;
  
            (ii) "HAZARDOUS SUBSTANCES" means any waste,  pollutant,  contaminant,
                 material or substance  which is or may be  dangerous,  hazardous,
                 toxic, explosive, corrosive, flammable, infectious,  radioactive,
                 carcinogenic or mutagenic or which could otherwise pose a risk to
                 health,  safety or the environment or the value of the properties
                 owned by CPI or which is the  subject of any  Environmental  Laws
                 governing its Release, use, storage or identification,  including
                 without  limitation any substance which contains  polychlorinated
                 biphenyls  ("PCBS"),  asbestos,  lead, urea formaldehyde or radon
                 gas; and
  
            (iii)"RELEASE" means any release,  spill, leak,  emission,  discharge,
                 leach, dumping, emission, escape or other disposal.
  
                                        -19-
  (b)  CPI,  the  operation of its  business,  and the use,  maintenance  and
            operation by CPI of the property and assets now or previously owned or
            leased  by CPI  (collectively,  the  "PREMISES")  have been and are in
            compliance with all  Environmental  Laws and CPI has complied with all
            reporting and monitoring  requirements  under all Environmental  Laws.
            CPI  has  not  received  any  notice  of any  noncompliance  with  any
            Environmental Laws.
  
       (c)  CPI has obtained all permits, certificates,  approvals,  registrations
            and  licenses  necessary  to conduct its  business and to own, use and
            operate its properties and assets in compliance with all Environmental
            Laws.
  
       (d)  CPI has not used or stored any  Hazardous  Substances  on or in any of
            the  properties  or  assets  owned  or used by CPI  and,  to the  best
            knowledge of CPI, no hazardous  substances have been used or stored on
            or in such  properties  or  assets by any  other  person.  CPI has not
            Released any Hazardous Substances on or from the properties and assets
            of CPI and no such  Release has  resulted  from the  operation  of its
            business  and the  conduct of all other  activities  of CPI or, to the
            best  knowledge  of CPI and  ILCT,  of any  other  person.  Except  as
            disclosed in SCHEDULE  3.27, CPI has not used any of its properties or
            assets to  produce,  generate,  store,  treat,  handle,  transport  or
            dispose of any Hazardous Substances and none of the real properties or
            leased  premises  has  been or is  being  used by CPI or,  to the best
            knowledge of CPI or ILCT, by any other person,  as a landfill or waste
            disposal site.
  
       (e)  Without limiting the generality of the foregoing, CPI and ILCT are not
            aware of any underground or surface storage tanks or urea formaldehyde
            foam insulation,  asbestos,  PCBs or radioactive substances located on
            or in any of the properties or assets owned or used by CPI. CPI is not
            responsible   for  any  clean-up  or   corrective   action  under  any
            Environmental Laws, and CPI has not been notified of any claim that it
            may be responsible for any such clean-up or corrective action. CPI has
            never conducted or had conducted an environmental audit, assessment or
            study of any of the properties or assets of CPI.
  
       (f)  The sale of the Assets  pursuant to this  Agreement will not give rise
            to any loss of any such  permits or  licenses  or any  requirement  to
            obtain any  approval  or consent to such change of control in order to
            maintain any of such licenses and permits in force and effect.
  
       (g)  There  are  no  private  or  governmental  claims,   actions,   suits,
            arbitrations,  investigations or proceedings pending against CPI by or
            before any court or governmental or other regulatory or administrative
            body pending,  or, to the best  knowledge of CPI and ILCT,  threatened
            which  relate to the business of CPI or the premises in respect of any
            air, water, surface or subsurface  environmental  conditions resulting
            directly or indirectly  from the use,  treatment,  storage,  disposal,
            emission or discharge of Hazardous  Substances or other  pollutants or
            contaminants in, about, or relating to the premises or the business of
            CPI.
  
                                        -20-
  (h)  CPI has not been notified that it is a potentially  responsible  party
            under  CERCLA  or its state  counterparts,  and has not  received  any
            request for information under that Act or its state counterparts.
  
  3.28 GUARANTEES,  WARRANTIES AND DISCOUNTS. Except as described in SCHEDULE 3.28
       OR IN SCHEDULE 3.11:
  
       (a)  Neither  CPI nor  ILCT is a party  to or  bound  by any  agreement  of
            guarantee,  indemnification,  assumption or  endorsement  or any other
            like  commitment  of  the  obligations,   liabilities  (contingent  or
            otherwise)  or  indebtedness  of  any  person  with  respect  to or in
            connection with CPI's business;
  
       (b)  CPI has not given any  guarantee  or warranty in respect of any of the
            products sold or the services  provided by it, except  warranties made
            in the  ordinary  course  of its  business  and which  conform  in all
            material respects with the form of CPI's standard written warranty,  a
            copy of which is attached to SCHEDULE 3.28;
  
       (c)  No repair contracts or maintenance  obligations of CPI in favor of the
            customers or users of its products exist, except obligations  incurred
            in the ordinary  course of business and in  accordance in all material
            respects with CPI's standard  terms, a copy of which has been provided
            to AAC;
  
       (d)  SCHEDULE  3.28  reflects  the  warranty  expense by  product  category
            recorded by CPI since April 1, 1994;
  
       (e)  CPI is not now subject to any  agreement  or  commitment,  and CPI has
            not,  within  three years prior to the date  hereof,  entered into any
            agreement  with or made any  commitment  to any  customer  which would
            require CPI to repurchase  any products  sold to such  customers or to
            adjust any price or grant any refund,  discount or other concession to
            such customer; and
  
       (f)  CPI is not  required to provide any letters of credit,  bonds or other
            financial  security  arrangements in connection with any  transactions
            with its suppliers or customers.
  
  3.29 TORT  CLAIMS.  SCHEDULE  3.29 is a true and  complete  list of all personal
       injury,  property  damage or other tort  claims for which CPI has  received
       written  notice  of  such  claim,  not  including  service  calls,  and all
       accidents known to ILCT and CPI which could  reasonably be expected to give
       rise to such a claim,  during the period from  January 1, 1993  through the
       date of this  Agreement  or claims which were made prior to January 1, 1993
       and which had not been fully  resolved  prior to that date,  whether or not
       covered by insurance,  including, without limitation,  claims involving any
       product distributed or sold by CPI.
  
                                        -21-
  3.30 DISCLOSURE. No representation or warranty by ILCT or CPI in this Agreement,
       nor any statement,  certificate or Schedule furnished or to be furnished by
       or on behalf of ILCT or CPI pursuant to this  Agreement nor any document or
       certificate  delivered to ASTeX and AAC pursuant to this Agreement contains
       or will contain any untrue or  misleading  statement of a material  fact or
       omits or will  omit to state a  material  fact  reasonably  related  to the
       transactions  covered by this Agreement,  and all such  representations and
       warranties  are and on the  Closing  will be accurate  and  complete in all
       material respects.
  
  3.31 INVESTMENT  PURPOSES ONLY.  CPI  represents  that it is acquiring the ASTeX
       Shares and any additional  shares issued pursuant to Section 2.1(c) for its
       own account and not with a view to reselling or otherwise distributing such
       shares in violation of any federal or state securities laws and understands
       and  agrees  that the  shares  to be issued  hereunder  are  restricted  on
       transfer  and  must be held  unless  (i)  they  are  registered  under  the
       Securities  Act of 1933,  as amended (the "ACT") or (ii) an exemption  from
       registration is available, and ASTeX has received an opinion of counsel, in
       form and substance satisfactory to it, to such effect.
  
  3.32 UNREGISTERED  SECURITIES.  CPI  understands  that the ASTeX  Shares and any
       additional   shares  issued  pursuant  to  Section  2.1(c)  have  not  been
       registered  under the Act, or the securities laws of any state, in reliance
       upon specific exemptions from registration thereunder,  and agree that such
       shares  may be  neither  sold,  offered  for  sale,  transferred,  pledged,
       hypothecated or otherwise disposed of except in compliance with the Act and
       applicable  state  securities  laws. The  undersigned has been advised that
       ASTeX shall use its best efforts to register the  additional  ASTeX Shares,
       if any,  pursuant to Section  2.1(c) in accordance  with Section 8.3 below.
       CPI understands  that it is not  anticipated  that there will be any market
       for resale of such shares until such  registration is completed and that it
       may not be possible for CPI to liquidate an investment in such shares on an
       emergency  basis. CPI acknowledges  that the following  restrictive  legend
       shall be placed on the reverse  side of the  certificate  representing  the
       ASTeX Shares issued  pursuant to this Agreement and any  additional  shares
       issued pursuant to Section 2.1(c):
  
       "The Shares  represented by this certificate have not been registered under
       the Securities Act of 1933, as amended (the "ACT"),  or under any state law
       and, except pursuant to an effective  registration  statement under the Act
       and  other  laws,  may not be  offered,  sold,  transferred,  or  otherwise
       disposed of without an opinion of  counsel,  satisfactory  to the  Company,
       that such disposition may be made without such registration."
  
       Notwithstanding the foregoing, CPI understands,  and ASTeX agrees, that the
       shares may be distributed to ILCT or transferred pursuant to Rule 144 under
       the  Securities  Act of 1934,  as  amended,  with an  opinion  of  counsel,
       satisfactory to ASTeX, that such transfer may be made without registration.
  
                                        -22-
  4.   REPRESENTATIONS AND WARRANTIES OF AAC AND ASTEX.
  
       AAC and ASTeX  severally  represent and warrant to CPI and ILCT, upon which
       representations and warranties CPI and ILCT rely, and which representations
       and warranties shall survive Closing, as follows:
  
  4.1  ORGANIZATION  AND RELATED  MATTERS.  Each of AAC and ASTeX is a corporation
       duly organized,  validly existing and in good corporate  standing under the
       laws of the  Commonwealth  of  Massachusetts  and the  State  of  Delaware,
       respectively, and has full corporate power to enter into this Agreement and
       to consummate the transactions contemplated hereby.
  
  4.2  NO BREACH OF STATUTE OR  CONTRACT.  Neither  the  execution,  delivery  and
       performance of this Agreement and the  consummation  by AAC and ASTeX,  nor
       compliance  with the  terms and  provisions  of this  Agreement  by AAC and
       ASTeX,  will  conflict  with or  result  in a breach  of any of the  terms,
       conditions or provisions of the Articles of Organization, or Bylaws, of AAC
       or the Certificate of Incorporation,  as amended of ASTeX or the Bylaws, as
       amended of ASTeX,  or any  agreement to which AAC or ASTeX is a party or by
       which it is bound.
  
  4.3  AUTHORIZATION OF AGREEMENT. The execution, delivery and performance of this
       Agreement  by AAC and  ASTeX  has been  duly  and  validly  authorized  and
       approved by the Board of Directors of AAC and ASTeX and this  Agreement has
       been duly authorized and approved by ASTeX, as the sole stockholder of AAC.
       No other proceedings on the part of AAC or ASTeX are necessary to authorize
       the execution,  delivery and  performance of this Agreement by AAC or ASTeX
       including  the  issuance  by ASTeX of the ASTeX  Shares and any  additional
       ASTeX Shares pursuant to Section 2.1(c).
  
  4.4  VALIDITY OF ASTEX SHARES.  The ASTeX Shares and any additional ASTeX Shares
       issued  pursuant to Section  2.1(c)  have been duly  authorized  and,  when
       delivered to the Escrow Agent following the Closing or to CPI following the
       Escrow  Release Date,  will have been validly issued and will be fully paid
       and nonassessable. None of the ASTeX Shares nor any additional ASTeX Shares
       issued  pursuant to Section  2.1(c) will be subject to any  restriction  on
       transfer  except for those  imposed by  applicable  securities  laws and as
       contemplated by this Agreement and the Escrow Agreement.
  
  4.5  NO BROKER'S OR FINDER'S FEES. No agent, broker,  investment banker,  person
       or firm acting on behalf of AAC or ASTeX or any of its  affiliates or under
       the  authority  of any of them is or will be  entitled  to any  broker's or
       finder's fee or any other  commission or similar fee directly or indirectly
       in connection with any of the transactions contemplated herein.
  
                                        -23-
  5.   CONDITIONS PRECEDENT TO THE OBLIGATIONS OF AAC AND ASTEX.
  
       The  obligations  of AAC to  purchase  the CPI  Shares at the  Closing  are
       expressly  subject to the fulfillment by ILCT and CPI, or waiver by AAC, of
       each of the following conditions on or before the Closing:
  
  5.1  REPRESENTATIONS AND WARRANTIES OF ILCT AND CPI TO BE TRUE AND CORRECT.  The
       representations  and  warranties  of ILCT and CPI set  forth in  Section  3
       hereof  shall be true and correct in all  respects on the Closing  with the
       same effect as though made at such time.  CPI and ILCT shall have performed
       all obligations and complied with all covenants and conditions  required by
       this  Agreement to be performed or complied with by them at or prior to the
       Closing.  Each of CPI and ILCT shall have delivered to AAC a certificate of
       CPI and ILCT, substantially in the form of EXHIBIT E attached hereto, dated
       the  Closing  and signed by a duly  authorized  officer of ILCT  evidencing
       compliance with this Section 5.1.
  
  5.2  OPINION OF COUNSEL TO ILCT AND CPI. AAC shall have  received from Fenwick &
       West LLP and  Lucash,  Gesmer &  Updegrove,  LLP,  counsel to ILCT and CPI,
       respectively, opinions dated the Closing in form and substance satisfactory
       to ASTeX substantially to the effect that:
  
       (i)  CPI is a  corporation  organized  and  validly  existing  and in  good
            standing under the laws of the  Commonwealth of  Massachusetts  and is
            duly qualified to do business in good standing in all jurisdictions in
            which its  ownership  of property  or the  character  of its  business
            requires such  qualification  and where the failure to be so qualified
            would have a material adverse effect on CPI;
  
       (ii) CPI has the  corporate  power to carry on its  business  as now  being
            conducted  and to  consummate  the  transactions  contemplated  by the
            Agreement;
  
       (iii)the  authorized  capital  stock of CPI  consists  of 1,000  shares  of
            Common Stock,  no par value per share,  and the 1,000 shares of Common
            Stock  issued  and  outstanding  constitute  all  of  the  issued  and
            outstanding shares of Common Stock and have been duly authorized,  are
            validly issued and outstanding,  fully-paid, nonassessable and free of
            preemptive  rights  and are held of  record  by  ILCT.  As of the date
            hereof,  the Board of Directors  of CPI has not created or  designated
            the rights and  preferences  of any series of  preferred  stock and no
            shares of preferred stock have been issued;
  
       (iv) this  Agreement  has been duly and validly  executed and  delivered by
            each of CPI and ILCT and constitutes the valid and binding  obligation
            of each of CPI and ILCT  enforceable  against them in accordance  with
            the terms hereof except  insofar as  enforceability  may be limited by
            bankruptcy,  insolvency,  or  similar  laws  affecting  the  rights of
            creditors and general equitable principles and;
  
                                        -24-
  (v)  neither the  execution,  delivery and  performance by each of ILCT and
            CPI of this  Agreement,  nor compliance  with the terms and provisions
            hereof,  will  conflict  with or result in a breach of or constitute a
            default   under  the   Articles   of   Organization   or  Articles  of
            Incorporation,  as amended,  or Bylaws, as amended of CPI and ILCT or,
            to the best  knowledge  of such  counsel,  any  terms,  conditions  or
            provisions of any agreement,  contract,  lease,  license or commitment
            known to such  counsel  to which CPI and ILCT are  parties,  or of any
            judgment,  order, decree or ruling of which such counsel has knowledge
            to which CPI and ILCT are parties,  or any  injunction  to which it or
            they are subject, of any court or governmental authority;
  
       (vi) except as set forth in any Schedule  hereto,  to the best knowledge of
            such  counsel,  CPI is not  engaged  in or  threatened  with any suit,
            action or legal,  administrative,  arbitration or other  proceeding or
            governmental  investigation  nor any legal impediment to the continued
            operation and use by CPI of its  properties and assets in the ordinary
            course of its business,  nor any material dispute or disagreement with
            any employee of CPI or any union; and
  
       (vii)all  authorizations,  consents  and  approvals of and filings with any
            and all  applicable  governmental  authorities  required  in  order to
            permit  consummation by ILCT and CPI of the transactions  contemplated
            by this Agreement have been obtained or made and are in full force and
            effect on the date hereof.
  
  5.3  REQUIRED  CONSENTS.  ILCT shall have  obtained  or shall have caused CPI to
       obtain the  consent or  approval  of each  person  listed on  SCHEDULE  5.3
       attached  hereto,  whose consent or approval is required in connection with
       this  Agreement and CPI shall have  delivered to ASTeX and AAC votes of the
       Board  of  Directors  and  stockholders  of  CPI  authorizing  Articles  of
       Amendment to CPI's Articles of Organization to effect, following Closing, a
       name change of CPI to a name  totally  dissimilar  from  "Converter  Power,
       Inc."
  
  5.4  UCC TERMINATION STATEMENTS.  CPI and ILCT shall have delivered to AAC UCC-3
       termination  statements  relating  to the  termination  of those  financing
       statements set forth in SCHEDULE 3.9.
  
  5.5  LEGAL  PROCEEDINGS.  No action or  proceeding by or before any court or any
       governmental  body shall have been  instituted  or  threatened to restrain,
       prohibit or invalidate  the  transactions  contemplated  by this  Agreement
       which  might  affect the right of AAC to own,  operate or control CPI after
       the Closing or which might subject CPI to material liability.
  
  5.6  ASSIGNMENT OF AGREEMENTS.  Except as provided in SCHEDULE 3.13, each of the
       contracts  set forth on the Material  Contracts  List shall have been fully
       assigned to ASTeX.
  
  5.7  ILCT'S INSURANCE PLAN. ILCT shall keep its medical,  dental and vision self
       insurance  plan open until  September  1, 1997 for all claims  prior to the
       Closing Date submitted by
  
                                        -25-
  participants  in accordance with said plan, and ILCT shall promptly pay all
       such claims reimbursable under such plan.
  
  6.   CONDITIONS PRECEDENT TO THE OBLIGATIONS OF ILCT AND CPI.
  
       The  obligations  of  ILCT  and  CPI  at the  Closing  are  subject  to the
       fulfillment  by AAC and ASTeX,  or waiver by ILCT and CPI, of the following
       conditions on or before the Closing:
  
  6.1  REPRESENTATIONS   AND   WARRANTIES  OF  AAC  AND  ASTEX  TO  BE  TRUE.  The
       representations  and  warranties  of AAC and ASTeX  under  Section 4 hereof
       shall be true in all respects at the Closing with the same effect as though
       made at such time. AAC and ASTeX shall have performed all  obligations  and
       complied with all covenants and conditions required by this Agreement to be
       performed or complied with by it prior to the Closing.  AAC and ASTeX shall
       have  delivered to ILCT and CPI a certificate  of AAC and ASTeX in the form
       of EXHIBIT G hereto, dated the Closing and signed by authorized officers of
       each of AAC and ASTeX to all such effects.
  
  6.2  OPINION OF COUNSEL TO ASTEX AND AAC.  ILCT and CPI shall have received from
       O'Connor,  Broude & Aronson, counsel to ASTeX and AAC, an opinion dated the
       Closing in form and substance satisfactory to ILCT and CPI substantially to
       the effect that:
  
       (i)  each of ASTeX and AAC is a  corporation  duly  organized  and  validly
            existing and in good standing  under the laws of the State of Delaware
            and the Commonwealth of Massachusetts, respectively;
  
       (ii) each of  ASTeX  and AAC  have  the  corporate  power  to  carry on its
            business as now being  conducted  and to consummate  the  transactions
            contemplated by the Agreement;
  
       (iii)the authorized  capital stock of ASTeX  consists of 10,000,000  shares
            of Common Stock,  $.01 par value per share,  and  1,000,000  shares of
            Preferred Stock, $.01 par value per share, and the 4,664,643 shares of
            Common Stock issued and  outstanding  constitute all of the issued and
            outstanding shares of Common Stock and have been duly authorized,  are
            validly issued and outstanding,  fully-paid, nonassessable and free of
            preemptive  rights.  As of the date hereof,  the Board of Directors of
            ASTeX has not created or designated the rights and  preferences of any
            series of Preferred  Stock and no shares of Preferred  Stock have been
            issued;
  
       (iv) this  Agreement  has been duly and validly  executed and  delivered by
            each of ASTeX and AAC and constitutes the valid and binding obligation
            of each of ASTeX and AAC  enforceable  against them in accordance with
            the terms hereof except  insofar as  enforceability  may be limited by
            bankruptcy,  insolvency,  or  similar  laws  affecting  the  rights of
            creditors and general  equitable  principles  and; this  Agreement has
            been  duly  executed  and  delivered  by  each  of  ASTeX  and AAC and
            constitutes the valid and binding obligation of each of ASTeX and AAC;
            the issuance of the ASTeX Shares and the additional shares, if
  
                                        -26-
  any, issued pursuant to Section 2.1(c), have been duly authorized,  and
           the ASTeX Shares have been and the  additional  shares,  when issued in
           accordance with Section 2.1(c) will be, validly issued,  fully paid and
           non-assessable,  subject to the terms and  conditions of this Agreement
           and the Escrow Agreement;
  
       (v)  neither the execution,  delivery and  performance by each of ASTeX and
            AAC under this Agreement, nor compliance with the terms and provisions
            hereof,  will  conflict  with or result in a breach of or constitute a
            default  under  the  Certificate  of  Incorporation  and  Articles  of
            Organization, respectively of ASTeX and AAC, as amended, or Bylaws, as
            amended of ASTeX and AAC or, to the best  knowledge  of such  counsel,
            any terms, conditions or provisions of any agreement, contract, lease,
            license or commitment  known to such counsel to which ASTeX or AAC are
            parties,  or of any  judgment,  order,  decree or ruling of which such
            counsel  has  knowledge  to  which  ASTeX or AAC are  parties,  or any
            injunction  to  which  it  or  they  are  subject,  of  any  court  or
            governmental authority;
  
       (vi) except as set forth in any Schedule  hereto,  to the best knowledge of
            such counsel,  neither ASTeX nor AAC is engaged in or threatened  with
            any  suit,  action  or  legal,  administrative,  arbitration  or other
            proceeding or governmental  investigation  nor any legal impediment to
            the continued  operation and use by ASTeX or AAC of its properties and
            assets in the ordinary course of its business; and
  
       (vii)all  authorizations,  consents  and  approvals of and filings with any
            and all  applicable  governmental  authorities  required  in  order to
            permit consummation by ASTeX and AAC of the transactions  contemplated
            by this Agreement have been obtained or made and are in full force and
            effect on the date hereof.
  
  7.   POST-CLOSING COVENANTS
  
  7.1  HIRING OF CPI'S  EMPLOYEES.  AAC agrees  that AAC shall hire at Closing all
       employees of CPI listed on SCHEDULE 3.24 and that each such person shall be
       entitled to receive  credit for the time he or she was  employed by CPI for
       purposes of determining  such employee's  eligibility to participate in the
       various  benefit plans  including,  without  limitation,  vacation,  401(k)
       retirement plans, and health plan benefits then generally offered by AAC or
       ASTeX,  as the case may be.  Nothing in this section  shall be construed as
       any  guarantee  or  obligation  of  continuing  employment  by AAC to  such
       individuals.  ASTeX and AAC agree  that,  from and after the  Closing,  all
       full-time  employees  shall be covered by and participate in ASTeX's and/or
       AAC's health insurance plans (unless said employee waives such coverage) on
       the same terms and  conditions  as are  available to all employees of ASTeX
       generally.
  
  7.2  CHANGE OF NAME. CPI agrees to file Articles of Amendment to its Articles of
       Organization  with  the  Secretary  of  State  of  Massachusetts   promptly
       following Closing, to effect the name change referred to in Section 5.3.
  
                                        -27-
  8.   INDEMNIFICATION.
  
  8.1  SUBJECTS  INDEMNIFIED  AGAINST BY ILCT.  ILCT and CPI jointly and severally
       agree to defend,  indemnify  and hold  harmless  AAC and  ASTeX,  and their
       respective  officers,  directors,   affiliates,  advisors,  successor,  and
       assigns, from and against any and all damages, losses and expenses suffered
       by AAC or ASTeX, or any subsidiary of AAC or ASTeX,  resulting from (i) any
       breach of warranty or agreement or non-fulfillment of any obligation on the
       part of ILCT and CPI under this  Agreement  (including  the  Schedules  and
       Exhibits to this Agreement),  (ii) any  misrepresentation in this Agreement
       or in any Schedule,  Exhibit,  certificate or other instrument furnished by
       CPI or ILCT to AAC or ASTeX  hereunder or any failure to state herein or in
       any such Schedule,  Exhibit  certificate or instrument any fact required by
       the terms hereof or therein to be stated or necessary to be stated in order
       to make the statements made herein or therein not misleading, and (iii) all
       demands, assessments,  judgments,  settlements,  reasonable costs and legal
       and other  expenses  arising from or in connection  with any action,  suit,
       proceeding or claim by any third party  resulting in damage or loss to AAC,
       ASTeX  or any  subsidiary  of AAC or  ASTeX  as a  consequence  of any such
       misrepresentation, breach of warranty or nonfulfillment of obligation.
  
  8.2  SUBJECTS  INDEMNIFIED  AGAINST BY AAC AND ASTEX.  AAC and ASTeX jointly and
       severally  agree to defend,  indemnify  and hold harmless ILCT and CPI, and
       their respective officers, directors,  affiliates, advisors, successor, and
       assigns, from and against any and all damages, losses and expenses suffered
       by ILCT or CPI, or any  subsidiary of ILCT or CPI,  resulting  from (i) any
       breach of warranty or agreement or non-fulfillment of any obligation on the
       part of AAC and ASTeX under this  Agreement  (including  the  Schedules and
       Exhibits to this Agreement),  (ii) any  misrepresentation in this Agreement
       or in any Schedule,  Exhibit,  certificate or other instrument furnished by
       AAC or ASTeX to ILCT or CPI  hereunder or any failure to state herein or in
       any such Schedule,  Exhibit  certificate or instrument any fact required by
       the terms hereof or therein to be stated or necessary to be stated in order
       to make the statements made herein or therein not misleading, and (iii) all
       demands, assessments,  judgments,  settlements,  reasonable costs and legal
       and other  expenses  arising from or in connection  with any action,  suit,
       proceeding or claim by any third party resulting in damage or loss to ILCT,
       CPI  or  any  subsidiary  of  ILCT  or CPI  as a  consequence  of any  such
       misrepresentation, breach of warranty or nonfulfillment of obligation.
  
  8.3  CONDITIONS TO  INDEMNIFICATION.  The  obligations  and liabilities of ILCT,
       CPI, AAC and ASTeX  hereunder with respect to its  indemnities  pursuant to
       this Section 8, resulting from any claim or other assertion of liability by
       third parties, shall be subject to the following terms and conditions:
  
       (a)  The Indemnified  Party (the party seeking  indemnification)  must give
            the  Indemnifying  Party notice in writing within fifteen (15) days of
            (i) any claim or potential claim,  (ii) the commencement of any action
            or proceeding,  or (iii) the occurrence of any other event giving rise
            to indemnification rights under this Section 8 with respect to a third
            party claim,  and, in each case, the basis therefor and the amount, or
            an  estimate  of the  amount of the  claim,  PROVIDED,  HOWEVER,  that
            failure to give such notice  within such fifteen (15) day period shall
            not affect the Indemnified Party's right to be indemnified under this
  
                                        -28-
  Agreement  unless the  failure to give such  notice  within  such time
            period adversely  affects the  Indemnifying  Party's ability to defend
            themselves  against the claim giving rise to the  Indemnified  Party's
            claim for  indemnification  or to cure the default giving rise to such
            claim. The Indemnifying Party at their sole cost and expense may, upon
            written notice to the Indemnified Party assume the defense of any such
            claim or legal  proceeding if the Indemnifying  Party  acknowledges in
            writing  their  obligations  to indemnify the  Indemnified  Party with
            respect to such claim and has  counsel  reasonably  acceptable  to the
            Indemnified  Party.  In such  event,  the  Indemnified  Party shall be
            entitled to  participate  in (but not control) the defense of any such
            action, with its counsel and at its own expense.
  
       (b)  If the  Indemnifying  Party within fifteen (15) days after notice of a
            claim  hereunder  fails to defend such claim,  the  Indemnified  Party
            shall be entitled to undertake  the defense,  compromise or settlement
            of such claim at the  reasonable  expense of and for the  account  and
            risk  of  the   Indemnifying   Party  subject  to  the  right  of  the
            Indemnifying  Party to  cooperate  in the  defense  of such claim with
            counsel of their choosing and reasonably acceptable to the Indemnified
            Party  at any  time  prior  to the  settlement,  compromise  or  final
            determination thereof.
  
       (c)  The  Indemnifying  Party will not,  without  the  Indemnified  Party's
            written  consent,  which  consent shall not be required as relating to
            monetary payments by the Indemnifying  Party, settle or compromise any
            claim or consent to any entry or judgment which does not include as an
            unconditional term thereof the giving by the claimant or the plaintiff
            to the Indemnified  Party of a release from all liability with respect
            to such claim which , as to any matters other than  monetary  payments
            will not be unreasonably  withheld or delayed.  The Indemnified  Party
            shall not settle or compromise any claim by a third party for which it
            is entitled to  indemnification  hereunder  without the prior  written
            consent  of the  Indemnifying  Party,  unless  suit  shall  have  been
            instituted and the Indemnified Party shall have assumed the control of
            defense of such claim in accordance with Section 8.2(b).
  
       (d)  Notwithstanding the foregoing,  the parties acknowledge and agree that
            O'Connor,  Broude & Aronson,  Fenwick & West LLP and Lucash,  Gesmer &
            Updegrove,  LLP shall be acceptable  counsel to defend, or participate
            in the defense of, claims hereunder.
  
       (e)  Before seeking indemnification hereunder, the Indemnifying Party shall
            use its  reasonable  efforts to obtain the proceeds of any  applicable
            insurance  policies and apply such proceeds to the satisfaction of any
            claims.  Such  insurance  proceeds  shall offset the  liability of the
            Indemnifying Party hereunder.
  
  8.4  PAYMENT  FOR  INDEMNIFICATION.  The  Indemnifying  Party  shall  pay to the
       Indemnified  Party the amount of  established  claims  for  indemnification
       within fifteen (15) days after the  establishment  thereof (the "DUE DATE")
       in cash or by certified  check.  The parties hereby agree that with respect
       to claims  where ILCT  and/or CPI are the  Indemnifying  Party,  such claim
       shall be  satisfied  first,  by  releasing  shares  held  under the  Escrow
       Agreement (the "Escrowed  Shares") in the amount of such claim,  calculated
       using a value per share of $22.22, and second, if the amount of such claim
  
                                        -29-
  is in excess of the value of the  Escrowed  Shares  determined  as provided
       above,  by  delivery  of cash or a  certified  check in the  amount of such
       excess,  and where ASTeX and/or AAC are the Indemnifying  Party, such claim
       shall be satisfied  by delivery of cash or a certified  check in the amount
       of such claim.  Any amounts not paid by  Indemnifying  Party when due under
       this Section 8 shall bear interest from the Due Date thereof until the date
       paid at the lower of eighteen  percent  (18%) per annum or the highest rate
       allowed by law. The  Indemnifying  Party shall be required to indemnify the
       Indemnified Party for any claims or liabilities  hereunder unless and until
       the aggregate of such claims exceeds  $75,000,  whereupon the  Indemnifying
       Party shall be required to indemnify the Indemnified  Party for the excess,
       if any, of the full amount of all such claims over  $75,000 up to an amount
       not to exceed $6,350,000.
  
  8.5  SURVIVAL OF INDEMNIFICATION. The indemnification provided in this Section 8
       shall survive the Closing as set forth in Section 11.1.
  
  8.6  INTENT OF  PARTIES.  The  parties  hereto  intend  for the  indemnification
       provisions of this Section 8 to be construed as a full  indemnification  in
       accordance with its terms,  notwithstanding the use of any "SUBSTANTIAL" or
       "MATERIAL"  standard  contained  elsewhere in this  Agreement.  The parties
       acknowledge  and agree that subject to the  provisions of the last sentence
       of this  Section  8.6,  the  provisions  of this  Section  8 shall be their
       exclusive  remedy for any monetary claims arising out of or related to this
       Agreement and that no party shall have any other right to money damages for
       breach of this Agreement,  or in contract, tort or otherwise arising out of
       or  related  to this  Agreement,  except as  described  in this  Section 8.
       Notwithstanding  the  foregoing,  nothing in the preceding  sentence  shall
       preclude  any party  from  bringing  a claim or claims  based on common law
       fraud or other similar remedies.
  
  8.7  CALCULATION OF CLAIM AMOUNT.
  
       (a)  For purposes of this Section 8, damages,  losses and expenses suffered
            by AAC and ASTeX shall mean only the portion  thereof that exceeds the
            policy  limits  of  any  applicable  insurance.   Notwithstanding  the
            foregoing,  AAC or  ASTeX  shall  be  entitled  to  file a  claim  for
            indemnification  hereunder  and a Claim  under  the  Escrow  Agreement
            regardless of whether such claim is covered by insurance. For purposes
            of  this  Section  8,  should  CPI or  ILCT  be  required  to pay  any
            consideration  to AAC or ASTeX under this  Section 8 (whether in cash,
            by return of ASTeX Shares, or other consideration  acceptable to ASTeX
            or AAC), CPI or ILCT shall pay to AAC the full amount due hereunder.
  
       (b)  The amount of any Claim shall be (i)  increased to take account of any
            net tax cost  incurred  by AAC or ASTeX  arising  from the  receipt of
            indemnity  payments  hereunder (grossed up for such increase) and (ii)
            reduced to take  account  of any net tax  benefit  realized  by AAC or
            ASTeX  arising  from the  incurrence  or  payment  of any such  Claim,
            provided  that for  purposes of this Section 8, tax costs and benefits
            shall not be deemed to occur to the extent that an  indemnity  payment
            results in a reduction  or increase in the basis of an asset of AAC or
            ASTeX, provided further, that the amount of any Claim shall be reduced
            by the amount of any tax benefit, as the case
  
                                        -30-
  may be,  when  and  only to the  extent  that  AAC or  ASTeX  actually
            realizes such tax benefit, provided, however, that such tax benefit is
            realized prior to the end of ASTeX's 1999 fiscal year.
  
       (c)  Any payments made to AAC or ASTeX  pursuant to the  provisions of this
            Section 8 shall be treated for tax  purposes  but not for  purposes of
            Section 2.3 as an adjustment to the Purchase Price.
  
  9.   REGISTRATION OF ADDITIONAL ASTEX SHARES.
  
  9.1  DEFINITIONS. For purposes of this Section:
  
       (a)  The term "1933 ACT" means the Securities Act of 1933, as amended;
  
       (b)  The  term  "REGISTER",  "REGISTERED",  and  "REGISTRATION"  refer to a
            registration effected by preparing and filing a registration statement
            in  compliance  with the 1933 Act and the  declaration  or ordering of
            effectiveness of such registration statement;
  
       (c)  The term  "REGISTRABLE  SECURITIES"  means any additional ASTeX Shares
            issued pursuant to Section 2.1(c) of this Agreement.
  
       (d)  The term "HOLDER" means CPI, ILCT and any person  holding  Registrable
            Securities  to whom these  registration  rights have been  transferred
            pursuant to this Section.
  
  9.2  PROCEDURE.  ASTeX shall use its best  efforts to file as soon as  practical
       after the Escrow  Release  Date but in no event later than thirty (30) days
       after the Escrow Release Date register the Registrable Securities,  subject
       to the following:
  
       (a)  ASTeX shall not be required to cause a registration statement pursuant
            to this  Section  to  become  effective  prior  to  thirty  (30)  days
            following the effective date of an underwritten registration statement
            initiated by ASTeX;
  
       (b)  ASTeX shall in no event be required to register Registrable Securities
            pursuant to this  Section  having an aggregate  market  value  (before
            deduction of underwriting discounts and expenses of sale) of less than
            One Hundred Thousand Dollars ($100,000.00).
  
       (c)  In the case of any registration effected pursuant to this Section, the
            Holders shall bear  underwriter's  discounts and commissions  (but not
            underwriter's  expenses,  or ASTeX's  legal,  accounting  or  printing
            expenses  or SEC and state  registration  and  qualification  fees and
            expenses,  which will be paid by ASTeX) with such additional  expenses
            of the  registration  being borne by all Holders pro-rata on the basis
            of the amount of securities so registered;  provided, however, that if
            any such cost of expense is attributable  solely to one selling Holder
            and  does  not   constitute  a  normal  cost  or  expense  of  such  a
            registration, such cost or expense shall be allocated to that selling
  
                                        -31-
  Holder. In addition, each selling Holder shall bear the fees and costs
            of any separate counsel it may select.
  
       (d)  ASTeX,  at its option,  may include  any of the  Holders'  Registrable
            Securities  in an  underwriting,  but only if such Holders  accept the
            terms  of the  underwriting  as  agreed  upon  between  ASTeX  and the
            underwriters  selected  by it, and then only in such  quantity as will
            not, in the opinion of the underwriters, jeopardize the success of the
            offering by ASTeX.  If the total amount of securities that all selling
            stockholders  request to be  included  in such  offering  exceeds  the
            amount  of  securities  that  the  underwriters   reasonably   believe
            compatible  with the  success  of the  offering,  ASTeX  shall only be
            required to include in the offering so many, if any, of the securities
            of the selling Holders as the underwriters believe will not jeopardize
            the  success  of  the  offering  (the  securities  so  included  to be
            apportioned pro-rata among all selling  stockholders  according to the
            total amount of securities owned by them).
  
  9.3  OBLIGATIONS OF ASTEX.  Whenever required under this Section to use its best
       efforts to effect the  registration  of any Registrable  Securities,  ASTeX
       shall, as expeditiously as reasonably possible:
  
       (a)  Prepare and file with the Securities and Exchange Commission ("SEC") a
            registration  statement on Form S-3 with  respect to such  Registrable
            Securities  and  use its  best  efforts  to  cause  such  registration
            statement to become and remain effective;  provided,  however, that in
            connection  with any  proposed  registration  intended  to  permit  an
            offering of any securities from time to time,  ASTeX shall in no event
            be obligated to cause any such registration to remain effective beyond
            such time as the Registrable  Securities are eligible for resale under
            Rule 144 of the 1933 Act.
  
       (b)  Prepare and file with the SEC such  amendments and supplements to such
            registration statement and the prospectus used in connection with such
            registration  statement  as  may  be  necessary  to  comply  with  the
            provisions  of the 1933 Act with  respect  to the  disposition  of all
            securities covered by such registration statement.
  
       (c)  Furnish  to the  Holders  such  numbers  of  copies  of a  prospectus,
            including  a   preliminary   prospectus,   in   conformity   with  the
            requirements  of the 1933 Act,  and such other  documents  as they may
            reasonably   request  in  order  to  facilitate  the   disposition  of
            Registrable Securities owned by them.
  
       (d)  Use its best efforts to register and qualify the securities covered by
            such  registration  statement under such other  securities or Blue Sky
            laws of such jurisdictions as shall be reasonably  appropriate for the
            distribution of the securities covered by the registration  statement,
            provided that ASTeX shall not be required in  connection  therewith or
            as a condition  thereto to qualify to do business or to file a general
            consent to service of process in any such states or jurisdictions, and
            further  provided  that  (anything  in this  Agreement to the contrary
            notwithstanding  with  respect  to the  bearing  of  expenses)  if any
            jurisdiction in which the securities are to be qualified shall require
            that expenses  incurred in connection  with the  qualification  of the
            securities in that jurisdiction be borne by selling shareholders, then
  
                                        -32-
  such expenses shall be payable by selling  shareholders  pro-rata,  to
            the extent required by such jurisdiction.
  
  9.4  CONDITION  PRECEDENT.  It shall be a condition precedent to the obligations
       of ASTeX to take any action pursuant to this Section that the Holders shall
       furnish to ASTeX such  information  regarding  themselves,  the Registrable
       Securities  held by them,  and the intended  method of  disposition of such
       securities  as ASTeX shall  reasonably  request and as shall be required in
       connection with the action to be taken by ASTeX.
  
  9.5  INDEMNIFICATION.  In the event any Registrable Securities are included in a
       registration statement under this Section:
  
       (a)  To the extent permitted by law, ASTeX will indemnify and hold harmless
            each Holder  requesting or joining in a registration,  any underwriter
            (as  defined in the 1933 Act) for it,  and each  person,  if any,  who
            controls  such  Holder or  underwriter  within the meaning of the 1933
            Act, against any losses,  claims,  damages,  or liabilities,  joint or
            several,  to  which  they may  become  subject  under  the 1933 Act or
            otherwise, insofar as such losses, claims, damages, or liabilities (or
            actions in respect thereof) arise out of or are based on any untrue or
            alleged  untrue  statement  of any  material  fact  contained  in such
            registration statement,  including any preliminary prospectus or final
            prospectus contained therein or any amendments or supplements thereto,
            or arise out of or are based upon the omission or alleged  omission to
            state  therein a  material  fact  required  to be stated  therein,  or
            necessary to make the  statements  therein not misleading or arise out
            of any violation by ASTeX of any rule or regulation promulgated under,
            or any provision of, the 1933 Act  applicable to ASTeX and relating to
            action  or  inaction  required  of ASTeX in  connection  with any such
            registration;  and will reimburse each such Holder,  such underwriter,
            or  controlling  person  for any  legal or other  expenses  reasonably
            incurred by them in  connection  with  investigating  or defending any
            such loss, claim, damage,  liability,  or action;  provided,  however,
            that the indemnity  agreement  (contained  in this Section)  shall not
            apply to amounts paid in settlement of any such loss,  claim,  damage,
            liability,  or action  if such  settlement  is  effected  without  the
            written  consent  of ASTeX  which  consent  shall not be  unreasonably
            withheld nor shall ASTeX be liable in any such case for any such loss,
            claim, damage, liability or action to the extent that it arises out of
            or is based upon an untrue  statement or alleged  untrue  statement or
            omission or alleged omission made in connection with such registration
            statement,  preliminary prospectus, final prospectus, or amendments or
            supplements   thereto,   in  reliance  upon  and  in  conformity  with
            information  furnished in  connection  with  registration  by any such
            Holder, underwriter, or controlling person.
  
       (b)  To the extent permitted by law, each Holder requesting or joining in a
            registration  will  indemnify  and hold  harmless  ASTeX,  each of its
            directors,  each of its  officers  who have  signed  the  registration
            statement,  each person, if any, who controls ASTeX within the meaning
            of the 1933 Act, and each agent, advisor and any underwriter for ASTeX
            (within  the  meaning of the 1933 Act)  against  any  losses,  claims,
            damages, or liabilities to which ASTeX or any such director,  officer,
            controlling person, agent, advisor, or underwriter may become subject,
            under  the 1933 Act or  otherwise,  insofar  as such  losses,  claims,
            damages, or liabilities to which ASTeX or any such director,  officer,
            controlling person,  agent, advisor or underwriter may become subject,
            under the 1933 Act or otherwise, insofar  as such  losses,  claims,
  
                                        -33-
  damages,  or liabilities (or actions in respect  thereto) arise out of
            or are based upon any untrue  statement or alleged untrue statement of
            any material fact contained in such registration statement,  including
            any preliminary  prospectus or final prospectus  contained  therein or
            any  amendments or supplements  thereto,  or arise out of or are based
            upon the omission or alleged omission to state therein a material fact
            required  to be stated  therein or  necessary  to make the  statements
            therein  not  misleading,  in each case to the extent that such untrue
            statement or alleged untrue  statement or omission or alleged omission
            was  made  in  such  registration  statement,   preliminary  or  final
            prospectus, or amendments or supplements thereto, in reliance upon and
            in  conformity  with  information  furnished by such Holder for use in
            connection with such registration, and each such Holder will reimburse
            any legal or other expenses  reasonably  incurred by ASTeX or any such
            director,  officer,  controlling person, agent, advisor or underwriter
            in connection with  investigating  or defending any such loss,  claim,
            damage,  liability, or action;  provided,  however, that the indemnity
            agreement  (contained in this Section) shall not apply to amounts paid
            in settlement of any such loss, claim, damage, liability, or action if
            such settlement is effected  without the consent of such Holder (which
            consent shall not be unreasonably withheld) and provided further, that
            the total amounts  payable in indemnity  (including  reimbursement  of
            expenses incurred referred to above) by a Holder under this Section in
            respect of any violation shall not exceed the net proceeds received by
            such Holder in the  registered  offering  out of which such  violation
            arises.
  
       (c)  Promptly after receipt by an  indemnified  party under this Section of
            notice of the commencement of any action, such indemnified party will,
            if a claim in respect  thereof is to be made against any  indemnifying
            party under this subsection,  notify the indemnifying  party who shall
            have the right to participate in, and, to the extent the  indemnifying
            party so desires,  jointly with any other indemnifying party similarly
            notified,   to  assume  the  defense  thereof  with  counsel  mutually
            satisfactory  to the parties  provided,  however,  that an indemnified
            party  shall have the right to retain its own  counsel,  with the fees
            and expenses to be paid by the indemnifying  party, if  representation
            of such indemnified  party by the counsel retained by the indemnifying
            party would be  inappropriate  due to actual or potential  conflict of
            interest   between  such   indemnified   party  and  any  other  party
            represented by such counsel in such proceeding.  The failure to notify
            an indemnifying party promptly of the commencement of any such action,
            if  prejudicial  to his ability to defend such action,  shall  relieve
            such  indemnifying  party of any  liability to the  indemnified  party
            under this subsection,  but the omission so to notify the indemnifying
            party will not  relieve him of any  liability  that he may have to any
            indemnified party otherwise than under this Section.
  
       (d)  In  order  to  provide  for  just  and   equitable   contribution   in
            circumstances  in  which  the  indemnification  provided  for  in  the
            foregoing  paragraphs  of this Section 8 is  applicable  in accordance
            with its  terms  but for any  reason  is held to be  unavailable  from
            ASTeX, the Holder or the underwriters, the Company, the Holder and the
            underwriters will contribute to the total losses, claims, liabilities,
            expenses and damages  (including  any  investigative,  legal and other
            expenses  reasonably  incurred in connection with, and any amount paid
            in  settlement  of,  any  action,  suit  or  proceeding  or any  claim
            asserted,  but after deducting any  contribution  received by ASTeX or
            the Holder from persons other than  underwriters,  such as persons who
            control ASTeX or the Holder within the meaning of the Act, officers of
            ASTeX who signed the registration statement and directors of ASTeX who
            also may be liable for contribution) to which ASTeX or the Holders and
            any one or
  
                                        -34-
  more of the underwriters may be subject in such proportion as shall be
            appropriate to reflect the relative benefits received by ASTeX and any
            selling  stockholders  other  than the  Holder on the one hand and the
            Holder on the other.  If, but only if, the allocation  provided by the
            foregoing  sentence is not permitted by applicable law, the allocation
            of contribution  shall be made in such proportion as is appropriate to
            reflect not only the relative  benefits  referred to in the  foregoing
            sentence  but  also  the  relative  fault  of  ASTeX  and the  selling
            stockholders  other than the Holders if any, on the one hand,  and the
            Holder,  on the other,  with  respect to the  statements  or omissions
            which resulted in such loss, claim, liability,  expenses or damage, or
            action in respect  thereof,  as well as any other  relevant  equitable
            considerations  with respect to such  offering.  Such  relative  fault
            shall be  determined  by  reference  to whether  the untrue or alleged
            untrue statement of a material fact or omission or alleged omission to
            state a material fact relates to information  supplied by ASTeX, other
            selling  stockholders,  the underwriters and the Holder, the intent of
            the parties and their relative  knowledge,  access to information  and
            opportunity  to correct or prevent such  statement or omission.  In no
            event shall the sums due by Holder exceed the net proceeds received by
            such Holder in the  registered  offering  out of which such  violation
            arises.
  
  9.6  TRANSFERABILITY.  The registration rights of the Holders under this Section
       may  be  transferred  to  any  transferee  of  any  Registrable  Securities
       provided,  however, that ASTeX is given written notice by the Holder at the
       time of such transfer  stating the name and address of the  transferee  and
       identifying  the  securities  with  respect to which the rights  under this
       Section are being transferred.
  
  9.7  RULE  144  EXCEPTION.  Notwithstanding  anything  to the  contrary  in this
       Section, ASTeX shall not be required to register any Registrable Securities
       that, at the time such  registration  would occur,  may be sold pursuant to
       Rule 144 under the 1933 Act.
  
  10.  CONFIDENTIALITY.
  
  10.1 ACKNOWLEDGEMENT  OF  CONFIDENTIALITY.  Each of CPI and ILCT  recognize  and
       acknowledge  that (i) all plans,  systems,  methods,  designs,  procedures,
       books  and  records  relating  to  CPI's  business  operations,   technical
       information  (including functional and technical  specifications,  designs,
       drawings, analysis,  research,  processes,  computer programs,  algorithms,
       methods,  ideas and the like),  business  information  (sales and marketing
       research,  materials,  plans,  accounting and financial information and the
       like) personnel and practices (whether  instituted or commenced prior to or
       subsequent  to  the  date  hereto)  and  other  information  designated  as
       confidential  expressly  or by the  circumstances  in which it is provided,
       (ii) all other records,  documents and information  concerning its business
       activities, practices, and procedures, and any name or style under which it
       shall  have  been  operated  prior  hereto,  and  (iii)  any  logo or other
       descriptive  or  illustrative  form thereof,  as they may have existed from
       time-to-time,  constitute and will constitute valuable,  special and unique
       assets to be transferred to AAC hereunder (collectively (i), (ii) and (iii)
       are referred to as the  "Confidential  Information").  Each of CPI and ILCT
       therefore covenants and agrees that it will not, following the date of this
       Agreement, disclose any part thereof that is confidential, or use or permit
       to be used any such name, style,  logo or form, to or by any person,  firm,
       corporation,  association  or  other  entity,  for any  reason  or  purpose
       whatsoever. Confidential Information does not include information ILCT and
  
                                        -35-
  can prove by clear and  convincing  evidence  as (i) in the  public  domain
       through no  wrongful  act of ILCT or CPI,  or (ii)  received by ILCT or CPI
       from a third  party  who  was not  known  to ILCT or CPI to be  bound  by a
       confidentiality agreement relating to such information.
  
  10.2 COVENANT NOT TO DISCLOSE.  With  respect to the  Confidential  Information,
       ILCT  and  CPI  hereby  agree  that  at all  times  they  shall  not  sell,
       commercialize  or disclose such  Confidential  Information to any person or
       entity.
  
  10.3 REMEDIES FOR BREACH OF  CONFIDENTIALITY.  CPI and ILCT acknowledge that the
       unauthorized  use,  commercialization  or  disclosure  of the  Confidential
       Information  would cause  irreparable  harm. CPI and ILCT  acknowledge that
       remedies at law would be  inadequate  to redress  the actual or  threatened
       unauthorized  use,  commercialization  or disclosure  of such  Confidential
       Information  and  that  the  foregoing  restrictions  may  be  enforced  by
       temporary  and  permanent  injunctive  relief.  In  addition,  any award of
       injunctive  relief shall include  recovery of associated costs and expenses
       (including attorneys' fees).
  
  10.4 REVERSE  ENGINEERING AND MODIFICATIONS.  Neither ILCT nor CPI shall develop
       or market  products  or  systems,  etc.  similar  to the  Assets  that were
       developed in whole or in part by reverse engineering or otherwise imitating
       the functionality of the Assets.  Neither ILCT nor CPI shall have the right
       at any time to modify or permit  modification of the Assets so as to create
       derivative works, without the prior written consent of ASTeX and AAC.
  
  10.5 REMEDIES.   Nothing  contained  in  this  Section  shall  be  construed  as
       prohibiting  ASTeX or AAC from  pursuing  any other  remedies  available to
       either of them for any such breach or threatened  breach of the  provisions
       of  this  Section  10,  including  recovery  of  damages  and an  equitable
       accounting of all earnings,  profits and other  benefits  arising from such
       violation.
  
  10.6 SURVIVAL.  The terms of this Section 10 shall survive the Closing and shall
       not be subject to the limitations on indemnification  provided in Section 8
       or the limitations on survival of representations, warranties and covenants
       contained in Section 11.1.
  
  11.  GENERAL.
  
  11.1 SURVIVAL OF REPRESENTATIONS,  WARRANTIES AND COVENANTS. The representations
       and  warranties  of  any  party  contained  herein  or in any  Schedule  or
       certificate delivered hereunder,  shall remain in full force and effect and
       shall be unaffected by any investigation made by AAC or ASTeX hereunder and
       shall  survive  the  Closing  and  the  consummation  of  the  transactions
       contemplated hereby for a period of eighteen (18) months; PROVIDED that the
       representations  and  warranties  described in Section 3.8(a) and (b) shall
       survive the  Closing  until the  expiration  of any  applicable  statute of
       limitations   relating  thereto  and  the  representations  and  warranties
       described in Section  3.8(c) shall  survive the Closing for a period of two
       (2)  years,  and the  covenants  described  in  Section  10  shall  survive
       indefinitely.  All claims and actions for  indemnity  pursuant to Section 8
       for  breach  of  any  representation  or  warranty  shall  be  asserted  or
       maintained in  writing  on  or prior to  the expiration  of the applicable
  
                                        -36-
  period.  All  covenants  and  agreements  contained  herein which are to be
       performed or fulfilled  after the Closing  shall survive and remain in full
       force and effect.
  
  11.2 PRESS RELEASES. No party shall issue any press release or written statement
       for general circulation  relating to the transactions  contemplated hereby,
       (except for such filings with the Securities and Exchange Commission as are
       as  required  by law in the  opinion  of its  counsel),  without  the prior
       written consent of ILCT and ASTeX,  which consent shall not be unreasonably
       withheld or delayed.
  
  11.3 PAYMENT OF EXPENSES.  Whether or not the transactions  contemplated  hereby
       are consummated, ASTeX shall pay its and AAC's own expenses, and ILCT shall
       pay its  own and  CPI's  expenses,  in  connection  with  the  negotiation,
       authorization,  preparation,  execution and  performance of this Agreement,
       including,  without limitation, all fees and expenses of investment banking
       firms, agents, representatives, counsel and accountants.
  
  11.4 GOVERNING LAW. This Agreement shall be governed in all respects, whether as
       to validity,  construction,  capacity,  performance  or  otherwise,  by the
       internal laws of the  Commonwealth  of  Massachusetts  in which it has been
       executed and in which it has a situs. ILCT and CPI consent to the exclusive
       jurisdiction of the courts of the  Commonwealth of  Massachusetts,  and any
       federal court located therein,  and to the  appropriateness of the venue of
       such courts,  in connection  with any dispute  which may arise  pursuant to
       this Agreement or is related to the transactions contemplated hereby.
  
  11.5 NOTICES.  Any  payments,   notices  or  other  communications  required  or
       permitted  hereunder  shall be given in  writing  and  deemed  to have been
       properly given if and when  delivered  personally or sent by certified mail
       or recognized overnight delivery service, return receipt requested, postage
       prepaid, addressed as follows:
  
       if to ASTeX and AAC:  Applied Science and Technology, Inc.
                             35 Cabot Road
                             Woburn, Massachusetts 01801
                             Attention: Richard S. Post, Ph.D., President
                             Mr. John M. Tarrh, Senior Vice President
  
       with a copy to:       O'Connor, Broude & Aronson
                             950 Winter Street, Suite 2300
                             Waltham, Massachusetts 02154
                             Attention:  Neil H. Aronson, Esquire
  
      if to CPI and ILCT:    Converter Power, Inc.
                             148 Sohier Road
                             Beverly, Massachusetts 01915
                             Attention: Steve Joyner
                             Chief Operating Officer
  
                                        -37-
  and if to ILCT:       ILC Technology, Inc.
                             399 Java Drive
                             Sunnyvale, California 94089
                             Attention: Richard D. Capra
                             Chief Operating Officer
  
       with copies to:       Fenwick & West LLP
                             Two Palo Alto Square
                             Palo Alto, California 943306
                             Attention:  Kathy Tallman Schuda, Esquire
  
                             Lucash, Gesmer & Updegrove, LLP
                             40 Broad Street
                             Boston, Massachusetts 02110
                             Attention: Jill Swaim, Esquire
  
       or such other  address as shall be furnished  in writing by any party,  and
       any such payment, notice or communication shall be deemed to have been made
       or given three business days after the date so mailed (except that a notice
       of change of address shall not be deemed to have been given until  received
       by the addressee) or on the date of actual receipt, whichever first occurs.
  
  11.6 SUCCESSORS  AND  ASSIGNS.  This  Agreement  shall be binding upon and shall
       inure to the  benefit  of the  parties  and  their  respective  successors,
       assigns,  heirs,  executors,   administrators  and  legal  representatives,
       provided,  however,  that  ILCT and CPI  shall  not  delegate  any of their
       obligations hereunder to any party without the prior written consent of AAC
       and ASTeX other than in accordance with a transfer of  registration  rights
       described in Section 9.6.
  
  11.7 ARBITRATION.  Any dispute,  controversy or claim arising out of or relating
       to this Agreement,  including, but not limited to, any breach, or as to its
       existence,  validity,   interpretation,   performance  or  non-performance,
       breach, or damages,  including claims in tort, shall be decided by a single
       neutral  arbitrator  in  binding  arbitration  pursuant  to the  commercial
       Arbitration Rules of the American  Arbitration  Association then in effect.
       The arbitration shall take place in Boston, Massachusetts,  and in no other
       place. The parties to any such arbitration  shall be limited to the parties
       to this  Agreement (or any successor  thereof).  The  arbitration  shall be
       conducted  in  accordance  with the  procedural  laws of the United  States
       Federal Arbitration Act, as amended. The written decision of the arbitrator
       shall be final and binding, and may be entered and enforced in any court of
       competent jurisdiction and each party specifically  acknowledges and agrees
       to waive any right to a jury  trial in any such  forum.  Each  party to the
       arbitration shall pay its fees and expenses, unless otherwise determined by
       the arbitrator.
  
  11.8 HEADINGS.  The  descriptive  headings  of  the  several  Sections  of  this
       Agreement are inserted for convenience only and do not constitute a part of
       this Agreement.
  
                                        -38-
  11.9 COUNTERPARTS.  This Agreement may be executed in one or more  counterparts,
       all of which together shall considered one and the same agreement.
  
  11.10WAIVER.  The failure of any party to this Agreement at any time or times to
       required performance of any provision hereof shall in no manner affect such
       party's  right at a later time to enforce the same.  No waiver by any party
       of any condition, or of the breach of any term, covenant, representation or
       warranty contained in this Agreement,  whether by conduct or otherwise,  in
       any one or more  instances  shall be deemed to be or construed as a further
       or  continuing  waiver of any such  condition  or breach or a waiver of any
       other condition or the breach of any other term,  covenant,  representation
       or warranty of this Agreement.
  
  11.11SEVERABILITY.  The parties intend that in the event that any one or more of
       the  provisions  contained  herein  shall,  for any  reason,  be held to be
       invalid,  illegal,  or  unenforceable  in any respect,  then such  invalid,
       illegal or unenforceable provision shall not affect the other provisions of
       this Agreement,  and this Agreement shall be construed as if such provision
       had never been contained herein.
  
  11.12FORCE MAJEURE.  Notwithstanding  any other provision of this Agreement,  no
       party shall be deemed in default of this Agreement or bear liability to the
       other  parties  for any delay,  failure  in  performance,  loss,  or damage
       arising  from causes  beyond its  reasonable  control,  including,  but not
       limited to the following:  fire, work stoppage,  embargo,  explosion, power
       failure,  earthquake,  nuclear accident, volcanic action, flood, war, civil
       disturbance,  interventions  of military  authority,  acts of God or public
       enemy,  or other  causes  beyond  its  reasonable  control,  whether or not
       similar to the foregoing.
  
  11.13ENTIRE AGREEMENT,  AMENDMENTS. This Agreement contains the entire agreement
       among the parties  hereto  with  respect to the  transactions  contemplated
       herein,  and supersedes all prior  agreements and  understandings,  whether
       written or oral,  among the  parties  hereto  with  respect to the  subject
       matter of this Agreement.  This Agreement may be  supplemented,  amended or
       revised only in writing and signed by all of the parties hereto.
  
  11.14ADDITIONAL  ACTIONS.  At any time and from time to time after the  Closing,
       upon request and without further consideration, either party promptly shall
       execute  and  deliver  such  instruments  of  sale,  transfer,  conveyance,
       assignment  and  confirmation  and take such other action as may reasonably
       requested  to more  effectively  transfer,  convey and assign to AAC and to
       confirm AAC's title to, all of the Assets,  to put AAC in actual possession
       and operating control thereof,  to assist AAC in exercising all rights with
       respect  thereto and to carry out the purpose and intent of this Agreement,
       and all agreements referenced herein.
  
  11.15WAIVER OF BULK SALES  COMPLIANCE.  The parties  acknowledge  and agree that
       CPI and ILCT have not complied with notification and other  requirements of
       the bulk  sales laws in force in the  jurisdictions  where such laws may be
       applicable to CPI, ILCT or the transactions contemplated by this Agreement.
  
                                        -39-
  11.16NO SUCCESSOR LIABILITY.  It is expressly understood that the parties intend
       that neither AAC nor ASTeX shall be considered a successor to CPI by reason
       of any  theory  of law or  equity,  and that AAC and  ASTeX  shall  have no
       liability except as otherwise provided in this Agreement for any obligation
       or liability of CPI.  Nothing in this Agreement will be construed as giving
       any  person,  firm,  corporation  or other  entity,  other than the parties
       hereto and their  successors and permitted  assigns,  any right,  remedy or
       claim under or in respect of this Agreement or any provision hereof.
  
                                        -40-
  IN WITNESS  WHEREOF,  this  Agreement has been signed by a duly  authorized
       officer  of each of AAC,  ASTeX,  CPI and ILCT as of the day and year first
       above written.
  
  ASTeX/CPI ACQUISITION CORP.                   CONVERTER POWER, INC.
  
  By:                                           By:
        Richard S. Post, Ph.D.                       Steven Joyner
        President                                    President
  
  APPLIED SCIENCE AND TECHNOLOGY, INC.          ILC TECHNOLOGY, INC.
  
  By:                                           By:
        Richard S. Post, Ph.D.                       Richard D. Capra
        President                                    President
  
                                        -41-
  EXHIBIT A
  ESCROW AGREEMENT
  
       This Escrow Agreement (the  "Agreement") is entered into as of this 9th day
  of  May  1997  by  and  among  ASTeX/CPI   Acquisition  Corp.,  a  Massachusetts
  corporation  having its  principal  place of business at 35 Cabot Road,  Woburn,
  Massachusetts 01801 ("AAC"), Converter Power, Inc., a Massachusetts corporation,
  having  its   principal   place  of  business  at  148  Sohier  Road,   Beverly,
  Massachusetts 01915 ("CPI"), and O'Connor, Broude & Aronson, having an office at
  950 Winter  Street,  Suite  2300,  Waltham,  Massachusetts  02154  (the  "Escrow
  Agent").  All capitalized terms used herein but not otherwise defined shall have
  the meanings assigned to them in the Asset Purchase Agreement, as defined below.
  
                                      RECITALS
  
       WHEREAS,  Applied Science and Technology,  Inc.  ("ASTeX"),  AAC, Converter
  Power,  Inc.  ("CPI"),  and ILC  Technology,  Inc.  have  entered  into an Asset
  Purchase  Agreement  dated  May  9,  1997  (the  "Asset  Purchase   Agreement");
  capitalized  terms  herein  have  the  meanings  assigned  to them in the  Asset
  Purchase Agreement;
  
       WHEREAS,  in connection with the Asset Purchase Agreement and following the
  Closing Date,  forty-five thousand (45,000)  unregistered shares of ASTeX Common
  Stock,  $.01 par value  (the  "Escrowed  Shares"),  will be placed in escrow and
  administered in accordance with the provisions of this Agreement;
  
       NOW, THEREFORE,  intending to be legally bound hereby, and in consideration
  of the mutual premises and the representations,  warranties and covenants herein
  contained and other good and valuable consideration, the receipt and sufficiency
  of which are hereby acknowledged, the parties hereto agree as follows:
  
  1.   ESTABLISHMENT  OF ESCROW.  CPI will  deposit  with the Escrow Agent and the
       Escrow Agent will  acknowledge,  upon receipt,  receipt of certificates for
       45,000  shares  of  common  stock  of  ASTeX   (hereafter  with  any  other
       securities, cash or other property delivered to or held by the Escrow Agent
       under the terms hereof referred to as the "Escrow Fund").  Any common stock
       of ASTeX or other  securities  from  time to time held in the  Escrow  Fund
       shall be  registered  in the name of the Escrow Agent or its  nominee.  The
       Escrow  Fund  shall be held by the  Escrow  Agent in escrow  subject to the
       terms and conditions set forth herein.
  
  2.   DIVIDENDS  AND  DISTRIBUTIONS:  INVESTMENT OF CASH:  VOTING OF SHARES.  Any
       securities or other property (except  ordinary cash dividends)  issued with
       respect to, or in exchange  for,  any  securities  held in the Escrow Fund,
       shall become a part of the Escrow Fund and shall be held hereunder upon the
       same terms as the securities  with respect to or in exchange for which such
       securities  shall  have been  issued.  Any  rights to  purchase  securities
       distributed  from time to time on the shares  held in the Escrow Fund shall
       be sold promptly by the Escrow Agent and the proceeds of such sale shall be
       added to the Escrow  Fund.  All cash  dividends on  securities  held in the
       Escrow  Fund  shall not  constitute  part of the  Escrow  Fund but shall be
       distributed  to  CPI. The Escrow  Agent shall invest any  cash held in the
  
                                        -1-
  Escrow Fund as directed in writing by CPI in U.S. Government obligations or
       bank certificates of deposit,  and it shall not be responsible for any loss
       incurred  upon  any  such   investment   made  in   accordance   with  such
       instructions.  In the event of any meeting of  stockholders of ASTeX during
       the term of this  Agreement,  the Escrow Agent shall send to CPI,  promptly
       (but in no event  later  than  seven (7) days after  receipt  from  ASTeX),
       copies of any notices,  proxies and proxy material in connection  with such
       meeting.  The  Escrow  Agent  shall  execute  and  deliver  to CPI a  proxy
       authorizing CPI to vote the whole number of shares of common stock of ASTeX
       in the Escrow Fund.  Any of the shares of common stock of ASTeX held in the
       Escrow Fund as to which the Escrow Agent receives no direction shall not be
       voted.
  
  3.   CLAIMS  AGAINST  ESCROW FUND. At any time or times prior to the  applicable
       date set forth in Section 2 of the Asset Purchase  Agreement,  AAC may make
       claims  against the Escrow Fund for  indemnification  pursuant to the Asset
       Purchase Agreement.  AAC shall notify CPI and the Escrow Agent of each such
       claim  specifying the amount and basis  thereof.  If CPI shall dispute such
       claim, it shall give written notice of such objection to AAC and the Escrow
       Agent  within  thirty  (30) days after  receipt  of notice of AAC's  claim;
       otherwise,  such  claim  shall be deemed to have  been  acknowledged  to be
       payable in the full amount  thereof and shall be paid  forthwith  to AAC by
       delivery  of shares  of  ASTeX's  common  stock or other  property  or both
       (taking  proportionately  from each class of shares or property held in the
       Escrow Fund) having a fair market value (determined as hereafter  provided)
       equal to the amount of such claim.
  
  4.   DISPUTED CLAIMS.  If CPI shall dispute an  indemnification  claim of AAC as
       above  provided,  the Escrow  Agent shall set aside a portion of the Escrow
       Fund whose fair market value is  sufficient  to pay said claim in full.  If
       the disputed claim has not been resolved or  compromised  within sixty (60)
       days after the notice of dispute of the same,  said claim shall be referred
       by   either   party   to  the   American   Arbitration   Association   (the
       "Association"),  to be settled by arbitration in Boston,  Massachusetts  in
       accordance with the commercial  arbitration  rules of the Association,  and
       judgment upon the award  rendered by the  arbitrator  may be entered in any
       court having jurisdiction  thereof.  The determination of the arbitrator as
       to the  amount,  if any,  of the  indemnification  claim  which is properly
       allowable,  shall be  conclusive  and binding  upon the parties  hereto and
       shall be  forthwith  paid by the Escrow Agent to AAC out of the Escrow Fund
       at the fair market value of the property held therein.
  
  5.   FAIR MARKET VALUE OF ESCROW FUND. For the purposes of this  Agreement,  the
       fair market value of the property (other than shares of ASTeX Common Stock)
       held in the Escrow  Fund  shall be  conclusively  determined  by the Escrow
       Agent at the time of each  payment  or  distribution  to be made out of the
       Escrow  Fund and at the time of  setting  aside of a portion  of the Escrow
       Fund for such  payments;  provided,  that  shares of common  stock of ASTeX
       shall be valued at $22.22 per share.
  
  6.   TERMINATION.  The Escrow Fund shall be  distributed  as provided in Section
       2.3 of the Asset Purchase Agreement.  This Agreement shall terminate on the
       date set forth in Section 2.1(b) of the Asset Purchase Agreement; PROVIDED,
       HOWEVER, that if there are outstanding indemnification claims on such date,
  
                                         -2-
  this Agreement  shall continue in effect until all  indemnification  claims
       made by AAC pursuant to Section 3 hereof prior to said date shall have been
       disposed of. At such time as all remaining indemnification claims hereunder
       have been resolved,  the Escrow Agent shall distribute the remaining Escrow
       Fund, if any, to CPI within five (5) business days of the resolution of the
       last indemnification claim hereunder.
  
  7.   THE ESCROW  FUND.  Notwithstanding  anything  herein to the  contrary,  the
       Escrow Agent shall  promptly  dispose of all or any part of the Escrow Fund
       as directed by a writing  signed by CPI and AAC.  The  reasonable  fees and
       expenses of the Escrow Agent,  including the fees and  disbursements of its
       counsel, in connection with its performance of this Agreement shall be paid
       by AAC and, unless so paid, shall be deducted from any payments to AAC from
       the  Escrow  Fund.   The  Escrow  Agent  shall  be  jointly  and  severally
       indemnified  and held  harmless by AAC and CPI for all losses,  damages and
       expenses that it may incur as a result of its  acceptance of this Agreement
       and any action taken in connection herewith;  PROVIDED,  HOWEVER,  that the
       Escrow Agent shall not be  indemnified  hereunder  and may be liable to the
       parties  hereto for any action taken in  connection  herewith by the Escrow
       Agent that constitutes gross negligence or willful  misconduct.  The Escrow
       Agent may act upon any instrument or signature reasonably believed by it to
       be genuine and may assume that any person  purporting to give any notice or
       instruction hereunder, reasonably believed by it to be authorized, has been
       duly  authorized  to do so. The Escrow  Agent's  duties shall be determined
       solely with reference to this Escrow Agreement and applicable laws, and the
       Escrow  Agent  is  not  charged   with   knowledge  of  or  any  duties  or
       responsibilities in connection with any other document or agreement.
  
  8.   RESIGNATION  OF ESCROW AGENT.  The Escrow Agent shall have the right at any
       time to resign hereunder by giving written notice of its resignation to the
       parties  hereto at the  addresses set forth herein or at such other address
       as the parties shall  provide,  at least thirty (30) business days prior to
       the  date  specified  for such  resignation  to take  effect;  and upon the
       effective date of such resignation,  all shares of ASTeX's common stock and
       other  payments  and all  other  property  then  held by the  Escrow  Agent
       hereunder  shall be  delivered by it to such  successor  escrow agent or as
       otherwise  shall be  designated  in writing by the parties  hereto.  In the
       event that no  successor  Escrow Agent is  appointed  and no other  written
       designation  is received by the end of the thirty (30)  business day notice
       period, the Escrow Agent may apply to a court of competent jurisdiction for
       such appointment.
  
  9.   INTERPLEADER.  In the  event  that the  Escrow  Agent  shall at any time be
       confronted with inconsistent  claims or demands by the parties hereto,  the
       Escrow Agent shall have the right to  interplead  said parties in any court
       of  competent  jurisdiction  and  request  that such court  determine  such
       respective  rights of the parties with respect to this Agreement,  and upon
       doing  so,  the  Escrow  Agent  automatically  shall be  released  from any
       obligations  or liability as a  consequence  of any such claims or demands,
       except that the Escrow Agent shall not be released  from any  liability for
       its gross negligence or willful  misconduct  occurring during the time that
       it served as Escrow Agent.
  
                                         -3-
  10.  REMOVAL OF ESCROW AGENT. Both CPI and AAC, acting together,  shall have the
       right to remove the Escrow Agent  hereunder by giving  notice in writing to
       the Escrow  Agent,  specifying  the date upon which such removal shall take
       effect.  In the event of such  removal,  the parties agree that the parties
       effecting such removal will jointly appoint a successor Escrow Agent within
       thirty  (30) days  after the giving of such  notice  and the  Escrow  Agent
       hereby agrees that, upon receiving joint written  instructions from CPI and
       AAC, it shall turn over and deliver to such  successor  Escrow Agent all of
       the Escrow Fund,  and other  property held by it pursuant to this Agreement
       in accordance with the terms of such written instructions.
  
  11.  SUCCESSOR  ESCROW  AGENT.  Upon receipt of the Escrow  Fund,  undistributed
       interest,  and any other amounts held by the Escrow Agent  pursuant to this
       Agreement,  the successor  escrow agent shall  thereupon be bound by all of
       the provisions hereof and the term "Escrow Agent" as used herein shall mean
       such a successor escrow agent.
  
  12.  MISCELLANEOUS.  This Agreement shall be construed under and governed by the
       laws of The Commonwealth of Massachusetts and shall inure to the benefit of
       and  be  binding  upon  the   successors,   assigns,   heirs  and  personal
       representatives  of the parties hereto. The Escrow Agent may execute any of
       its powers or  responsibilities  hereunder  and  exercise any of its rights
       hereunder either directly or by or through its agents or attorneys. Nothing
       in this Agreement  shall be deemed to impose upon the Escrow Agent the duty
       to  qualify to do  business  or to act as  fiduciary  or  otherwise  in any
       jurisdiction other than The Commonwealth of Massachusetts.
  
  13.  NOTICES.  Any notice to a party hereto  pursuant to this Agreement shall be
       given by  overnight  courier,  registered  or certified  mail  addressed as
       follows:
  
       if to AAC:                ASTeX/CPI Acquisition Corp.
                                 35 Cabot Road
                                 Woburn, Massachusetts 01801
                                 Attention: Richard S. Post, President
                                 Facsimile: (617) 933-0750
  
       with a copy to:           O'Connor, Broude & Aronson
                                 950 Winter Street, Suite 2300
                                 Waltham, Massachusetts  02154
                                 Attention: Neil H. Aronson, Esquire
                                 Facsimile:  (617) 890-9261
  
       and if to CPI:            Converter Power, Inc.
                                 148 Sohier Road
                                 Beverly, Massachusetts 01915
                                 Attention: Steve Joyner
                                 Facsimile: (508) 927-9727
  
                                         -4-
  with copies to:           Lucash, Gesmer & Updegrove, LLP
                                 40 Broad Street
                                 Boston, Massachusetts 02110
                                 Attention: Jill Swaim, Esquire
                                 Facsimile: (617) 350-6878
  
       and                       Fenwick & West LLP
                                 Two Palo Alto Square
                                 Palo Alto, California 94306
                                 Attention: Kathy Tallman Schuda, Esquire
                                 Facsimile: (415) 494-1417
  
      If to Escrow Agent:        O'Connor, Broude & Aronson
                                 950 Winter Street, Suite 2300
                                 Waltham, Massachusetts 02154
                                 Attention: Neil H. Aronson
                                 Facsimile: (617) 890-9261
  
  or to such other address of which any party may by certified or registered  mail
  notify all other parties.
  
  14.  COUNTERPARTS.  This Agreement may be executed in one or more  counterparts,
       all of which documents shall be considered one and the same document.
  
  15.  CONSENTS.  WAIVERS  AND  ACTIONS  BY  CPI.  Each of the  parties  expressly
       acknowledges and agrees that any consent or approval  required or permitted
       to be given under this Agreement may be given, and any term or condition of
       this  Agreement may be amended,  and the  performance  or observance by any
       party of any term of this  Agreement  or any other  agreement  executed  in
       connection with the transactions contemplated hereby, may be waived (either
       generally  or  in a  particular  instance  and  either  retrospectively  or
       prospectively),  only in  writing  by the  party to be  charged  with  such
       consent, waiver or approval.
  
  16.  MERGER OR  CONSOLIDATION  OF ESCROW AGENT.  Any corporation  into which the
       Escrow Agent or any  successor  Escrow Agent may be merged or with which it
       may be  consolidated,  or any law firm or  corporation  resulting  from any
       merger or  consolidation  to which the Escrow Agent or any successor Escrow
       Agent shall be a party,  or any  corporation  succeeding  to the  corporate
       trust business of the Escrow Agent or any successor Escrow Agent,  shall be
       the successor to the Escrow Agent under this Escrow  Agreement  without the
       execution  or filing of any paper or any  further act on the part of any of
       the parties hereto,  provided that such  corporation  would be eligible for
       appointment as a successor Escrow Agent under the provisions hereof.
  
                                         -5-
  IN  WITNESS  WHEREOF,  this  Escrow  Agreement  has been  signed  by a duly
  authorized  officer of each of AAC,  CPI and the Escrow  Agent as of the day and
  year first above written.
  
                                         ASTEX/CPI ACQUISITION CORP.
  
                                         By:___________________________________
                                         Printed:________________________________
                                         Its: _________________
  
                                         CONVERTER POWER, INC,
  
                                         By:___________________________________
                                         Printed:________________________________
                                         Its: _________________
  
                                         O'CONNOR, BROUDE & ARONSON
  
                                         By:___________________________________
                                         Printed:________________________________
                                         Its: _________________
  
                                         -6-
  EXHIBIT B
  WARRANTY BILL OF SALE
  
       KNOW ALL BY THESE  PRESENTS,  that Converter  Power,  Inc., a Massachusetts
  corporation  ("Grantor"),  pursuant to appropriate  corporate action  heretofore
  taken by the Grantor and an Asset Purchase Agreement dated as of May 9, 1997(the
  "Agreement"),  by and among Grantor,  Applied  Science and  Technology,  Inc., a
  Delaware corporation,  ASTeX/CPI Acquisition Corp., a Massachusetts  corporation
  ("Grantee")  and ILC  Technology,  Inc.,  a California  corporation,  for and in
  consideration  of the payment by the Grantee to the Grantor in  accordance  with
  the terms and  conditions  as provided in the  Agreement  and for other good and
  valuable  consideration,  the receipt of which is hereby  acknowledged,  Grantor
  hereby sells, conveys,  transfers,  assigns and delivers to Grantee, and Grantee
  hereby purchases and acquires from Grantor, all of the right, title and interest
  in and to the Assets of Grantor  (as defined in the  Agreement)  subject to, and
  with the benefit of, the warranties,  representations and terms set forth in the
  Agreement including the Schedules thereto.
  
       Grantor  hereby  covenants  to execute  and  deliver to  Grantee,  upon its
  request  therefore,  such  further  instruments  of  assignment  and transfer as
  Grantee shall  prepare and submit to Grantor and as may be reasonably  necessary
  to: (a) pass to Grantee title to the properties,  assets and rights assigned and
  transferred or attempted to be assigned and transferred,  or otherwise  provided
  for herein or in the  Agreement;  (b) evidence  such  assignment  or transfer to
  Grantee; or (c) otherwise fulfill and discharge Grantor's  obligations under the
  Agreement.
  
       This  Warranty  Bill of Sale shall in all events be construed  consistently
  with the terms of the  Agreement  and shall not  alter,  diminish  or expand the
  identity of the assets acquired.
  
       IN WITNESS WHEREOF,  Converter Power, Inc. has caused this instrument to be
  signed  and its  corporate  seal to be hereto  affixed  by its  proper  officers
  hereunto duly authorized as of this 9th day of May 1997.
  
  Attest:                                    CONVERTER POWER, INC.
  
                                             By:
                                                       , President
  
  (SEAL)
  
                                        -1-
  COMMONWEALTH OF MASSACHUSETTS
  
  COUNTY OF MIDDLESEX                            ss:
  
       BEFORE ME, the  undersigned  authority,  on this day personally  appeared ,
  President of Converter Power,  Inc., and acknowledged to me that he executed the
  foregoing instrument for the purposes and consideration therein expressed and as
  the act and deed of said corporation.
  
       GIVEN, under my hand and seal of office on this 9th day of May 1997.
  
                                       Notary Public
                                       My commission expires:
  
                                        -2-
  EXHIBIT C
  ASSIGNMENT AND ASSUMPTION AGREEMENT
  
       THIS ASSIGNMENT AND ASSUMPTION  AGREEMENT (the "Agreement") is entered into
  on  this  9th day of May,  1997,  by and  between  ASTeX/CPI  Acquisition  Corp.
  ("AAC"),  a  Massachusetts  corporation and Converter  Power,  Inc.  ("CPI"),  a
  Massachusetts corporation.
  
       For good and valuable  consideration,  the receipt and sufficiency of which
  is hereby  acknowledged,  CPI hereby  assigns  and  transfers  to AAC all of its
  right, title and interest,  powers, remedies,  benefits,  options and privileges
  in, to and  under,  at law and in equity,  all  contract,  leases,  instruments,
  licenses,  and other  agreements  described in Section 1.1 of the Asset Purchase
  Agreement  by  and  among  Applied  Science  and  Technology,   Inc.,  AAC,  ILC
  Technology,  Inc. and CPI (the "Contracts").  Nothing in this Agreement shall be
  construed to be a modification  of, or limitation on, any provision of the Asset
  Purchase  Agreement,  including the  representations  and  warranties  set forth
  therein.
  
       Subject to the terms and conditions of the Asset Purchase Agreement and the
  Escrow  Agreement  (as  defined  in the Asset  Purchase  Agreement),  AAC hereby
  assumes  and  agrees  to pay,  perform  and  discharge  when  due,  the  duties,
  liabilities  and  obligations of CPI in accordance with the terms of Section 2.4
  of the Asset  Purchase  Agreement.  AAC  agrees to  defend,  indemnify  and hold
  harmless CPI (including any director, officer, employee representative or agent)
  and their successors, assigns or legal representatives, from and against any and
  all damages,  losses, costs, expenses or liabilities suffered or incurred by CPI
  resulting from AAC's failure to pay,  perform or discharge when due, in whole or
  in part, the duties,  liabilities and obligations arising subsequent to the date
  hereof under the Contracts.
  
       IN  WITNESS  WHEREOF,   the  parties  have  executed  this  Assignment  and
  Assumption Agreement on the date set forth above.
  
  CONVERTER POWER, INC.                        ASTEX/CPI ACQUISITION CORP.
  
  By:                                          By:
  
        Duly Authorized                              Duly Authorized
  EXHIBIT D
  SALES REPRESENTATIVE AGREEMENT
  
       This Sales  Representative  Agreement (the  "Agreement") is entered into on
  May 9, 1997 by and between ILC Technology ("ILC"), a California corporation with
  its principal place of business at 399 Java Drive, Sunnyvale,  California 94089,
  and ASTeX/CPI  Acquisition Corp.  ("AAC"), a Massachusetts  corporation with its
  principal place of business at 148 Sohier Road, Beverly, Massachusetts 01915 and
  a wholly-owned subsidiary of Applied Science and Technology, Inc. ("ASTeX").
  
                                     DEFINITIONS
  
       "EXISTING   TECHNOLOGY"  shall  mean  all  of  either  party's  technology,
  information, data, know-how, ideas, designs, inventions,  documentation, and all
  other  tangible  and  intangible  items,  which  exist  as of the  date  of this
  Agreement relating to the Products, and all Intellectual Property Rights therein
  and thereto.
  
       "INTELLECTUAL  PROPERTY" shall mean any idea,  design,  concept,  creation,
  information, data, expression, device, method, process, discovery, modification,
  improvement,  know-how or trade secret whether or not  protection  under patent,
  copyright, trademark, design protection or other law is available or sought.
  
       "ORDER"  shall  mean  any  purchase   order,   release  or  other  document
  (electronic or written) requesting AAC to deliver Product or Services.
  
       "PRODUCTS"  shall  mean  those  products  set  forth on  EXHIBIT  A to this
  Agreement including future  modifications,  enhancements and additions as agreed
  by the parties under this Agreement.
  
       "PROPRIETARY DATA" (used synonymously with "PROPRIETARY INFORMATION") shall
  mean the trade secrets,  technical and marketing knowledge and other information
  used by the parties to maintain a competitive advantage, and which neither party
  wants disclosed.
  
                                 PURPOSE AND INTENT
  
       This Agreement describes the business relationship that is to exist between
  ILC and AAC after execution of the Asset Purchase  Agreement between ASTeX, ILC,
  Converter  Power,  Inc.  and AAC for the  acquisition  of all of the  assets  of
  Converter Power,  Inc. by AAC. In the event of any conflict between the terms of
  this Agreement and the terms of the Asset Purchase Agreement,  the terms of this
  Agreement will take  precedence as regards the subject matter of this Agreement.
  ILC  considers AAC a key supplier for its customers and wishes to act as a sales
  representative  for these products for AAC on fair and reasonable terms, and AAC
  wishes to retain ILC as a sales representative for certain of its products.
  
       NOW THEREFORE,  IN CONSIDERATION  of the mutual  undertakings and intent of
  the parties, and or other good and valuable  consideration,  the sufficiency and
  receipt whereof are hereby acknowledged, it is agreed as follows:
  
                                         -1-
  1.   SCOPE OF AGREEMENT.
  
       (a)  SALES OF EXISTING POWER SUPPLIES TO EXISTING ILC CUSTOMERS. ILC hereby
            assigns,  without charge,  to AAC all of its existing  purchase orders
            listed on EXHIBIT A, for those  products  currently  sold by Converter
            Power,  Inc. (the "EXISTING  PRODUCTS")  which  Existing  Products AAC
            shall  sell  directly  to  those  existing  customers  (the  "EXISTING
            CUSTOMERS")  as set  forth  in  EXHIBIT  A.  During  the  term of this
            Agreement, ILC will assist AAC in the sales of these Existing Products
            to these customers and will transfer all purchase orders from Existing
            Customers for such Existing  Products.  For sales to customers  during
            the period  through  April 30, 1998,  ILC will  receive no  additional
            consideration  for the sale by AAC of  Existing  Products  to Existing
            Customers.  For sales of Existing Products to Existing Customers after
            May 1, 1998, ILC shall receive a commission equal to five percent (5%)
            of the Net Invoice Price of such orders, such commission to be payable
            within forty-five (45) days after the receipt of payment by AAC of the
            purchase  price for such orders.  "NET  INVOICE  PRICE" shall mean the
            price for such Existing Products charged to the customer,  net of tax,
            shipping, insurance, taxes, and customs charges.
  
       (b)  SALES OF NEW PRODUCTS AND SALES TO NEW CUSTOMERS. With regard to sales
            of Existing  Products to  customers  not listed on Exhibit A (the "NEW
            CUSTOMERS")  or those  products  not  listed  on  Exhibit  A (the "NEW
            PRODUCTS"),  ILC will receive a commission  equal to ten percent (10%)
            of the  Net  Invoice  Price,  such  commission  to be  payable  within
            forty-five  (45)  days  after the  receipt  of  payment  by AAC of the
            purchase price for such orders.  Such  commission  rate will apply for
            the  first  $500,000  in  sales  for  New  Products  or  sales  to New
            Customers,  based on the Net Invoice Price for such sales. Thereafter,
            the  commission  rate shall be reduced to five percent (5%) of the Net
            Invoice Price for the remainder of the term of this Agreement.
  
  2.   TERM.  This Agreement  shall be in effect for Orders placed by ILC from May
       9, 1997 ("COMMENCEMENT  DATE") through April 30, 1999 ("EXPIRATION  DATE").
       This  Agreement may be extended  only with the prior  written  consent of a
       duly  authorized  officer  of each of AAC and ILC.  This  Agreement  may be
       terminated  by AAC in its  sole  discretion  at any  time,  and may also be
       partially terminated by AAC as regards specific customers,  except that AAC
       will be obligated to honor any then issued and outstanding  purchase orders
       which have been properly submitted by ILC.
  
  3.   PRICING AND TERMS OF SALE. Prices for Products shall be fixed in accordance
       with EXHIBIT A for existing  purchase  orders for  Existing  Customers  for
       Existing Products. In all other respects,  AAC shall be free to set pricing
       in its sole discretion. AAC will not be obligated to accept purchase orders
       from ILC  customers  for  products  based on any  prior  published  pricing
       schedule if the  delivery  date for shipment of the product to the customer
       is greater  than ninety (90) days from the  effective  date of the proposed
       price increase.  The parties  understand and acknowledge that certain sales
       opportunities  may arise which are  strategic  to AAC's  business and which
       require lower than desired Net Invoice  Prices and margins.  In such cases,
       ILC  agrees  to  consider  all  reasonable  requests  for  modification  of
       commission  payments lower than those described above.  Prices set forth in
       EXHIBIT A are exclusive of any and all shipping charges and taxes.
  
  4.   CONFIDENTIAL  AND  PROPRIETARY  INFORMATION.  ILC and AAC will  continue to
       observe and be bound by the mutual  obligations with regard to confidential
       and proprietary information in accordance with the terms and conditions of
  
                                         -2-
  the Asset Purchase  Agreement,  and any  additional  agreement set forth by
       attachment  hereto. ILC may use proprietary  information  received from AAC
       only for the purpose of purchasing  Products,  parts or components from AAC
       and  marketing,  integrating,  installing,  and servicing such Products for
       ILC's  customers.  This  Article 5  includes,  but is not  limited  to, all
       confidential  and  proprietary  information  known to the parties  prior to
       execution of the Asset Purchase Agreement between ILC and ASTeX.
  
  5.   OWNERSHIP AND USE OF INTELLECTUAL  PROPERTY.  ILC shall at no time have any
       rights or license to AAC or Converter Power, Inc.'s  Intellectual  Property
       or Proprietary  Information  including marketing data,  designs,  drawings,
       specifications to use for its own benefit or to sell products or items that
       utilize such  Intellectual  or Proprietary  Information to any third party.
       Upon  termination  of this  Agreement,  ILC  will  return  all  Proprietary
       Information to AAC.  Notwithstanding this requirement,  ILC may destroy any
       Proprietary  Information of AAC that has become obsolete or outdated (e.g.,
       financial projections,  forecasts, marketing data, etc.), provided that ILC
       verifies the appropriateness of such destruction.
  
  6.   NON-COMPETE.  Recognizing  that  ILC and CPI each  now  sell  power  supply
       products which are entirely  manufactured  and sold  independently  of each
       other's  organizations,  it is difficult to define an exclusive arrangement
       for either party;  however,  ILC can certainly agree not to act in a manner
       which would jeopardize any of CPI's existing accounts.  Also, ILC can agree
       to give CPI the first opportunity to address any new requirements which ILC
       encounters which cannot be addressed by any of ILC's existing products.  If
       it is determined that CPI cannot meet the specified  requirements of price,
       schedule and  performance,  or if CPI  otherwise  chooses not to pursue any
       particular new opportunity presented by ILC's sales organization,  ILC will
       be free to address such opportunities independently of CPI. Notwithstanding
       the  foregoing,  if ILC is  requested  by any  Existing  Customer  to  sell
       products  which  compete  with  the  Existing  Products  directly  to  that
       customer, ILC will:
  
       (i)  Inform the customer that AAC is the appropriate  distribution  channel
            for Existing  Products  and not solicit any purchase  orders from such
            customer for a product which  competes  with the Existing  Products or
            encourage  such customer to purchase a product which competes with the
            Existing Product from a third party;
  
       (ii) Inform AAC that the customer has directly approached ILC; and
  
       (iii)Agree  with  AAC  on  an  appropriate   approach  for  satisfying  the
            customer.  If despite the foregoing actions,  such Customer insists on
            purchasing Products directly from other vendors,  ILC shall be allowed
            to sell products to said  customer.  The  non-compete  provisions  set
            forth above apply only to the Existing  Customers set forth on Exhibit
            A.  Neither  party shall be otherwise  constrained  from selling to or
            purchasing  from any other  customer or supplier,  except as otherwise
            provided in Article 1 herein.  The  provisions  of this Section  shall
            survive any termination of this Agreement prior to May 1, 1999.
  
                                         -3-
  7.   RELATIONSHIP  OF  PARTIES.  AAC is an  independent  contractor  under  this
       Agreement.  This  Agreement  shall not be  construed as creating an agency,
       partnership or joint venture or any other form of legal association between
       the parties.  When  applicable ILC shall inform its customers of the change
       in relationship between AAC and ILC subsequent to the effective date of the
       Asset  Purchase  Agreement,  and shall  assume all  normal  and  reasonable
       responsibilities  with  respect  to  marketing,  sales and  service  of ILC
       products to those customers.
  
  8.   NOTICES.  Any notices or other  communications  required or permitted to be
       given under this  Agreement  will be in writing and deemed to be given when
       sent if  delivered  by hand,  mailed by first  class mail,  certified  with
       postage  prepaid,  or  transmitted by fax or similar  electronic  means and
       confirmed by first class mail, postage prepaid and addressed as follows:
  
             ILC                       ILC Technology, Inc.
                                       399 West Java Drive
                                       Sunnyvale, California  94089
                                       ATTENTION:  Kathy Pettis
                                       Phone:  (408) 745-7900
                                       Fax:      (408) 744-0829
  
              AAC:                     ASTeX/CPI, Inc.
                                       148 Sohier Road
                                       Beverly, Massachusetts  01915
                                       ATTENTION:  Barry Essig
                                       Phone:  (508) 927-6700
                                       Fax:      (508) 927-9727
  
             with a copy to:           Applied Science and Technology, Inc.
                                       35 Cabot Road
                                       Woburn, Massachusetts  01801
                                       ATTENTION: Mr. John M. Tarrh,
                                                  Senior Vice President
                                       Phone:  (617) 935-5560
                                       Fax:      (617) 937-6261
  
       The  requirement  for notices under this clause  relates to  contractual or
  administrative  issues  under this  Agreement  and is not intended in any way to
  restrict  normal and reasonable day to day  interactions  between the parties in
  executing the intent and logistics of this Agreement.
  
  9.   TERMINATION.
  
  9.1  TERMINATION FOR  CONVENIENCE.  Either party may terminate this Agreement by
       providing  written  notice  six  (6)  months  in  advance  of  the  desired
       termination  date.  Neither party may terminate this Agreement  during Year
       One (1) of the  Agreement  without the written  consent of the other party.
       Obligations  and liabilities of the parties which extend beyond the six (6)
       month notice period shall not be discharged by virtue of such termination,
  
                                         -4-
  unless mutually agreed as part of the final termination settlement.
  
  9.2  TERMINATION  FOR  CAUSE.  In the event that a party to this  Agreement  (a)
       admits in writing its  insolvency  or inability to pay its debts or perform
       its obligations as they mature, or (b) becomes the subject of any voluntary
       or  involuntary  proceeding  in  liquidation,  dissolution,   receivership,
       attachment  or  composition  or  general  assignment  for  the  benefit  of
       creditors  or pursues  any other  remedy  under any other law  relating  to
       relief  for  debtors,  then such  party will  promptly  provide  reasonable
       assurances,  as may be  requested  from the other  party from time to time,
       that it can and will perform its obligations under this Agreement.  If such
       assurances are not timely  received or are not reasonably  satisfactory  to
       the party  receiving the  assurances,  then such party may  terminate  this
       Agreement in whole or in part.
  
  9.3  TERMINATION  FOR DEFAULT.  Either party may, by written  notice,  terminate
       this  Agreement in whole or in part if the other party fails to perform any
       of its obligations under this Agreement. In such event, and if either party
       intends to pursue  termination  under this clause,  the  terminating  party
       shall provide such notice in writing,  and shall allow the defaulting party
       a  reasonable  period of time not to exceed 60 days (the "Cure  Period") to
       cure the default  situation.  If after  expiration of the Cure Period,  the
       defaulting party has not cured the default situation,  then the terminating
       party may at its option elect to terminate this Agreement.
  
  9.4  SURVIVAL  OF CERTAIN  PROVISIONS.  The  provisions  of Articles 4, 5, and 6
       shall survive any termination of this Agreement.
  
  10.  ARBITRATION.  If any dispute or claim arises  hereunder,  the parties shall
       first  attempt  to  resolve  the  dispute   through   negotiation.   Should
       negotiation and consultation fail to settle the dispute, such dispute shall
       be  subject  to final and  binding  arbitration  in  Boston,  Massachusetts
       conducted in accordance  with the Rules of the United States Council of the
       International  Chamber of Commerce,  located 103 Park Avenue, New York, New
       York (the  "Rules").  Each party shall appoint an  arbitrator,  and the two
       arbitrators shall mutually appoint a third  arbitrator,  who shall preside.
       If selection of a third  arbitrator  fails,  the third  arbitrator shall be
       appointed in  accordance  with the Rules.  The decision of the  arbitration
       panel shall be final and binding upon the parties.
  
  11.  ENTIRE AGREEMENT.  This Agreement  constitutes the entire agreement between
       the parties and there are no other representations,  warranties,  covenants
       or  obligations  except  as set  forth in this  Agreement.  This  Agreement
       supersedes  all  prior  and  contemporaneous  agreements,   understandings,
       negotiations and  discussions,  written or oral, or the parties relating to
       any transaction contemplated by this Agreement.
  
                                         -5-
  12.  GOVERNING  LAW.  This  Agreement  shall be  governed  by,  subject  to, and
       construed in accordance with the laws of the Commonwealth of Massachusetts,
       excluding conflict of law rules.
  
       IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE 9TH DAY
  OF MAY, 1997.
  
                                   ILC TECHNOLOGY, INC.
  
                                   By:  _______________________________
                                        duly authorized
  
                                   ASTEX/CPI ACQUISITION CORP.
  
                                   By:  _______________________________
                                         John M. Tarrh, Vice President
  
                                         -6-
  EXHIBIT E
  CERTIFICATE OF
                                ILC TECHNOLOGY, INC.
  
       This  certificate  is  furnished  in  accordance  with the  Asset  Purchase
  Agreement  by  and  among  Applied  Science  and  Technology,   Inc.,  ASTeX/CPI
  Acquisition Corp., Converter Power, Inc. and ILC Technology, Inc. ("ILC").
  
       The undersigned  being a duly elected officer of ILC, hereby certifies that
  the  representations  and  warranties of ILC contained in the Agreement are true
  and correct in all  respects  with the same effect as if made on the date hereof
  and ILC has  performed  all  obligations  and complied  with all  covenants  and
  conditions  required by the Agreement to be performed or complied with by ILC at
  or prior to the date hereof.
  
       IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of May, 1997.
  
                                    ILC Technology, Inc.
  
                                    By:______________________________________
                                        Richard D. Capra, President
  
                                        -1-
  CERTIFICATE OF
                                CONVERTER POWER, INC.
  
       This  certificate  is  furnished  in  accordance  with the  Asset  Purchase
  Agreement  by  and  among  Applied  Science  and  Technology,   Inc.,  ASTeX/CPI
  Acquisition Corp., Converter Power, Inc. ("CPI") and ILC Technology, Inc.
  
       The undersigned  being a duly elected officer of CPI, hereby certifies that
  the  representations  and  warranties of CPI contained in the Agreement are true
  and correct in all  respects  with the same effect as if made on the date hereof
  and CPI has  performed  all  obligations  and complied  with all  covenants  and
  conditions  required by the Agreement to be performed or complied with by CPI at
  or prior to the date hereof.
  
       IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of May, 1997.
  
                                   CONVERTER POWER, INC.
  
                                    By:______________________________________
                                        Duly Authorized
  
                                    Name:___________________________________
  
                                    Title:____________________________________
  
                                        -2-
  CERTIFICATE OF
                             ASTEX/CPI ACQUISITION CORP.
  
       This  certificate  is  furnished  in  accordance  with the  Asset  Purchase
  Agreement  by  and  among  Applied  Science  and  Technology,   Inc.,  ASTeX/CPI
  Acquisition Corp. ("AAC"), Converter Power, Inc. and ILC Technology, Inc.
  
       The undersigned  being a duly elected officer of AAC, hereby certifies that
  the  representations  and  warranties of AAC contained in the Agreement are true
  and correct in all  respects  with the same effect as if made on the date hereof
  and AAC has  performed  all  obligations  and complied  with all  covenants  and
  conditions  required by the Agreement to be performed or complied with by AAC at
  or prior to the date hereof.
  
       IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of May, 1997.
  
                                ASTeX/CPI ACQUISITION CORP.
  
                                By:______________________________________
                                    Richard S. Post, Ph.D., President
  
                                        -3-
  EXHIBIT F
  ASTEX/ CPI ACQUISITION CORP.
  
                                 CLERK'S CERTIFICATE
  
       The undersigned,  John M. Tarrh,  Clerk of ASTeX/CPI  Acquisition  Corp., a
  Massachusetts  corporation (the  "Corporation"),  does hereby certify that he is
  the Clerk and Treasurer of the Corporation,  and that, as such, he is authorized
  and directed to execute and deliver this  Certificate  in the name and on behalf
  of the Corporation, and further certifies as follows:
  
  1.   That  attached  hereto  as  EXHIBIT  A is a true  and  correct  copy of the
       Articles of Organization of the Corporation.
  
  2.   That attached hereto as EXHIBIT B is a true and correct copy of the By-Laws
       of the Corporation as in effect on the date hereof.
  
  3.   That attached  hereto as EXHIBIT C is a true and correct copy of votes duly
       adopted by the Board of  Directors of the  Corporation  and that such votes
       have not been modified or rescinded and remain in full force and effect.
  
  4.   That Richard S. Post, Ph.D. is the duly elected and acting President of the
       Corporation and that the signature set forth opposite his name below is his
       genuine signature.
  
                               Richard S. Post, Ph.D.
  
       IN WITNESS  WHEREOF,  I have executed this Certificate as the duly elected,
  qualified and acting Clerk of said Corporation hereunto duly authorized this 9th
  day of May, 1997.
  
                                John M. Tarrh, Clerk
  
       The undersigned, Neil H. Aronson, hereby certifies that he is the Assistant
  Clerk of the  Corporation  and that John M. Tarrh is the duly elected and acting
  Clerk and  Treasurer of the  Corporation  and that the signature set forth above
  his name is his genuine signature.
  
                          Neil H. Aronson, Assistant Clerk
  
                                        -1-
  FORM OF RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS OF
                     ASTEX/CPI ACQUISITION CORP. ON MAY 6, 1997
  
  RESOLVED: That the  Corporation  be, and hereby is,  authorized  and directed to
       enter  into an Asset  Purchase  Agreement  by and  among  the  Corporation,
       Applied  Science  and  Technology,  Inc.,  Converter  Power,  Inc.  and ILC
       Technology,  Inc., in substantially  the form annexed hereto;  and that the
       President  and/or the Senior Vice President be, and each of them hereby is,
       authorized  and directed to negotiate the terms of said Agreement with such
       changes  therein or  modifications  thereto as such officer may in his sole
       discretion approve,  which approval shall be evidenced  conclusively by the
       execution   thereof  and  to  execute  said  Agreement  on  behalf  of  the
       Corporation.
  
  FURTHER  RESOLVED:  That  in  connection  with  the  preceding  resolution,  the
       Corporation  be, and hereby is,  authorized  and directed to enter into any
       and all other  agreements  regarding the  acquisition by the Corporation of
       Converter Power, Inc., including, but not limited to an Escrow Agreement by
       and among the  Corporation,  ILC Technology,  Inc., and O'Connor,  Broude &
       Aronson  and an  Assignment  and  Assumption  Agreement  by and between the
       Corporation and Converter  Power,  Inc.; and that the President  and/or the
       Senior  Vice  President  be,  and each of them  hereby is,  authorized  and
       directed to  negotiate  the terms of said  Agreement(s)  with such  changes
       therein or modifications thereto as such officer may in his sole discretion
       approve,  which approval shall be evidenced  conclusively  by the execution
       thereof and to execute said Agreement(s) on behalf of the Corporation.
  
  FURTHER RESOLVED: That the officers of the Corporation,  or any of them, be, and
       hereby are, authorized,  empowered and directed to take any and all actions
       and to execute and deliver any and all  documents and  instruments,  in the
       name and on behalf of the  Corporation,  and  under its  corporate  seal or
       otherwise, and to do any and all things they deem necessary or advisable to
       carry out the intent of the foregoing resolutions.
  
                                        -2-
  EXHIBIT G
  APPLIED SCIENCE AND TECHNOLOGY, INC.
  
                               SECRETARY'S CERTIFICATE
  
       The  undersigned,   John  M.  Tarrh,   Secretary  of  Applied  Science  and
  Technology,  Inc.,  a Delaware  corporation  (the  "Corporation"),  does  hereby
  certify that he is the Secretary and Treasurer of the Corporation,  and that, as
  such, he is authorized  and directed to execute and deliver this  Certificate in
  the name and on behalf of the Corporation, and further certifies as follows:
  
  1.   That  attached  hereto  as  EXHIBIT  A is a true  and  correct  copy of the
       Certificate of Incorporation, as amended, of the Corporation.
  
  2.   That attached hereto as EXHIBIT B is a true and correct copy of the By-Laws
       of the Corporation as in effect on the date hereof.
  
  3.   That attached  hereto as EXHIBIT C is a true and correct copy of votes duly
       adopted by the Board of  Directors of the  Corporation  and that such votes
       have not been modified or rescinded and remain in full force and effect.
  
  4.   That Richard S. Post, Ph.D. is the duly elected and acting President of the
       Corporation and that the signature set forth opposite his name below is his
       genuine signature.
  
                             Richard S. Post, Ph.D.
  
       IN WITNESS  WHEREOF,  I have executed this Certificate as the duly elected,
  qualified and acting Secretary of said Corporation hereunto duly authorized this
  9th day of May, 1997.
  
                              John M. Tarrh, Secretary
  
       The undersigned, Neil H. Aronson, hereby certifies that he is the Assistant
  Secretary  of the  Corporation  and that John M. Tarrh is the duly  elected  and
  acting  Secretary  and Treasurer of the  Corporation  and that the signature set
  forth above his name is his genuine signature.
  
                        Neil H. Aronson, Assistant Secretary
  
                                        -1-
  FORM OF RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS OF
                 APPLIED SCIENCE AND TECHNOLOGY, INC. ON MAY 6, 1997
  
  RESOLVED: That the  Corporation  be, and hereby is,  authorized  and directed to
       enter  into an Asset  Purchase  Agreement  by and  among  the  Corporation,
       ASTeX/CPI  Acquisition  Corp.,  Converter  Power,  Inc. and ILC Technology,
       Inc.,  in  substantially  the form annexed  hereto;  and that the President
       and/or the Senior Vice President be, and each of them hereby is, authorized
       and directed to  negotiate  the terms of said  Agreement  with such changes
       therein or modifications thereto as such officer may in his sole discretion
       approve,  which approval shall be evidenced  conclusively  by the execution
       thereof and to execute said Agreement on behalf of the Corporation.
  
  FURTHER RESOLVED: That the officers of the Corporation,  or any of them, be, and
       hereby are, authorized,  empowered and directed to take any and all actions
       and to execute and deliver any and all  documents and  instruments,  in the
       name and on behalf of the  Corporation,  and  under its  corporate  seal or
       otherwise, and to do any and all things they deem necessary or advisable to
       carry out the intent of the foregoing resolutions.
  
                                        -2-