content: SECURITIES AND EXCHANGE COMMISSION
  
                        WASHINGTON, DC  20549
                          ________________
  
  
                              FORM 8-K
  
                           CURRENT REPORT
  
               Pursuant to Section 13 or 15(d) of the
                   Securities Exchange Act of 1934
  
  
                           March 22, 1996
  
  
                         COMPTEK RESEARCH,INC.
          __________________________________________________
          (Exact Name of Registrant as Specified in Charter)
            
        New York             1-8502                   16-0959023
    ________________      _________________       ____________________     
    (State of Other       (Commission File         (IRS Employer 
    Jurisdiction of         Number)                 Identification No.)
     Incorporation)                        
            
  
  
              2732 Transit Road,             
              Buffalo, New York            14224-2523
             ____________________        _______________
            (Address of Principal           (Zip Code)
             Executive Offices)
  
  Registrants telephone number, including area code:       (716) 677-4070
                                                          _________________
  
  
                                 Not Applicable
          ___________________________________________________________
          (Former Name or Former Address, if Changed Since Last Year)
  
  
  Item 2.   ACQUISITION OR DISPOSITION OF ASSETS
  
            On   March  7,  1996,  Comptek  Research,  Inc.    (the
            "Company")   concluded  the  acquisition  of   Advanced
            Systems  Development, Inc. ("ASDI"), a privately  held,
            supplier   of   simulation,  training,   and   software
            validation  systems related to electronic  warfare  for
            domestic  and  international markets.  The  acquisition
            was  accomplished  by the merger of  ASDI,  having  its
            principal place of business in East Elmhurst, New York,
            into  Comptek  Federal Systems, Inc.,  a  wholly  owned
            subsidiary  of  the  Company.   As  a  result  of   the
            transaction,   the   Company  acquired   all   of   the
            outstanding  shares of stock of ASDI  in  exchange  for
            $329,842.50 in cash and 623,862 shares of common  stock
            of  the Company.  The number of shares issued was based
            upon  the average closing price of the Company's common
            stock for the 30 days prior to March 1, 1996, resulting
            in  a  total  negotiated stock consideration  value  of
            $4,905,950.  The amount of consideration paid was based
            upon  arms-length negotiations between the Company  and
            the principals of ASDI.
  
                   In   connection  with  the  completion  of   the
            acquisition, the Company restructured the existing debt
            of  the  Company  and of ASDI with $15,000,000  of  new
            credit  facilities.   Prior  to  the  acquisition,  the
            Company had approximately $2,500,000 outstanding  on  a
            $7,000,000   revolving  credit  facility.    ASDI   had
            approximately  $2,000,000 outstanding on  a  $3,000,000
            working  capital facility and approximately  $3,800,000
            of  long term debt.  The new financing package included
            a   $5,000,000,  five-year  term  loan,  bearing   8.5%
            interest  with monthly principal payments beginning  in
            April  1996 and a $10,000,000 two-year revolving credit
            facility.   The Company, subsequent to the  acquisition
            had   approximately  $3,300,000  outstanding   on   the
            $10,000,000 revolving credit facility.  The residual is
            available  for  future  working  capital  requirements.
            Interest  on the revolving credit facility  is  at  the
            Company's option either LIBOR plus 2.5%, or PRIME  plus
            .25%.  This compares with the Company's prior revolving
            credit facility of $7,000,000 bearing an interest  rate
            of LIBOR plus 2.25% or PRIME.  The entire loan facility
            is secured by substantially all of the Company's assets
            including those acquired from ASDI.
  
            The acquisition will be accounted for as a purchase  as
            of March 1, 1996.
  
            The  Company intends to continue the operation  of  the
            business of ASDI from its East Elmhurst location  as  a
            part  of  Comptek Federal Systems, Inc. and to continue
            to use the assets and facilities of ASDI in furtherance
            of such operations.
            
  Item 7.   FINANCIAL  STATEMENTS, PRO FORMA FINANCIAL  INFORMATION
            AND EXHIBITS.
  
       (a) and (b).   It  is  currently impracticable to  file  the
                      required   financial   statements   for   the
                      business  acquired, as well as  the  required
                      pro-forma  financial  information  respecting
                      the  acquisition at the time that this report
                      was  filed.  The omitted information will  be
                      filed as soon as practicable, but in no event
                      later  than sixty (60) days after this report
                      is required to be filed.
  
                 (c).       The following exhibit is filed as  part
                 of   this report:
  
                      Exhibit  2.1, Merger Agreement  dated  as  of
                      January   25,  1996  by  and  among   Comptek
                      Research,  Inc.,  Comptek  Federal   Systems,
                      Inc.,  Advanced  Systems  Development,  Inc.,
                      Michael   Gross,   Matilda   Gross,    Nichan
                      Tchorbajian and Larry Diamond, as amended.
  
  
  
  
                             SIGNATURES
  
  Pursuant  to the requirements of the Securities Exchange  Act  of
  1934, the registrant has duly caused this report to be signed  on
  its behalf by the undersigned hereunto duly authorized.
  
         COMPTEK RESEARCH
  Date:  March 22, 1996          By:      /S/ John R. Cummings
         ______________                   ______________________
                                           John R. Cummings
                                           Chairman, President
                                           and CEO
  
  <PAGE>    1
  
                          MERGER AGREEMENT
  
                          TABLE OF CONTENTS
  
  
  
  Section 1.1    Merger                                       6
  
       (a)  CRI to Provide Stock and Cash.                    6
       (b)  Agreement and Plan of Merger                      6
       (c)  Pro-rata Distribution                             7
       (d)  Effect on CFS Shares.                             7
       (e)  Filings                                           7
  
  Section 1.2    Pre-Closing Statement and Purchase Price
                 Adjustment                                   7
  
       (a)  Pre-Closing Statement.                            7
       (b)  Net Asset Value.                                  8
       (c)  Closing Statement                                 8
       (d)  The Closing                                       8
       (e)  CRI Stock Price Floor                             9
  
  Section 1.3    Escrow                                       9
  
       (a)  Delivery of CRI Stock to Escrow Agent.            9
       (b)  Indemnification                                   9
       (c)  Notice to Escrow Agent                            10
       (d)  Release of CRI Stock to the Shareholders          10
       (e)  Escrow Dispute Resolution                         10
       (f)  Authority of Escrow Agent                         11
       (g)  Escrow Agent                                      11
       (h)  Valuation of CRI Stock in Escrow                  11
  
  Section 2.1    Representations and Warranties by ASDI
                 and the Shareholders                         11
  
       (a)  Organization and Qualification                    11
       (b)  Capitalization                                    12
       (c)  Authority Relative to Agreement                   12
       (d)  Lack of Conflict with Other Agreements            13
       (e)  Consents                                          13
       (f)  Financial Statements and Accounts Receivable      13
       (g)  Undisclosed Liabilities                           14
       (h)  Events Subsequent to Balance Sheet Date           15
       (i)  Litigation and Proceedings                        16
       (j)  Employee Benefit Plans                            16
       (k)  Brokers                                           23
       (l)  Environmental Matters                             23
       (m)  Material Contracts                                28
       
  <PAGE>    2
  
       (n)  Government Contracts; Backlog                     30
       (o)  Intellectual Property                             32
       (p)  Labor Relations.                                  33
       (q)  Legal Compliance                                  35
       (r)  Taxes                                             36
       (s)  Licenses, Permits and Authorizations              38
       (t)  Books and Records                                 39
       (u)  Insurance                                         39
  
  Section 2.2    Representations and Warranties by
                 CFS and CRI.                                 40
  
       (a)  Organization and Qualification                    40
       (b)  Authority Relative to Agreements                  40
       (c)  Lack of Conflicts with Other Agreements           41
       (d)  Consents                                          41
       (e)  Brokers                                           41
       (f)  Public Reports                                    41
  
  Section 3.1    Shareholder Approval                         42
  
  Section 3.2    Conduct of ASDI's Business                   42
  
       (a)  Business Conducted in Ordinary Course             42
       (b)  Consent of CFS for Changes in Conduct of Business 45
  
  Section 3.3    Other Actions                                45
  
  Section 3.4    Inquiries and Negotiations                   46
  
  Section 3.5    Notification of Certain Matters              46
  
  Section 3.6    Access to Information                        46
  
       (a)  Confidentiality                                   46
       (b)  Evaluation Materials                              47
       (c)  Mandatory Disclosure                              48
       (d)  Termination of the Agreement                      48
  
  Section 3.7    Public Announcements                         48
  
  Section 3.8    CRI Stock Acquired by the Shareholders       49
  
       (a)  Disclosure of Information                         49
       (b)  Investment Experience                             49
       (c)  Restricted Securities                             49
       (d)  Further Limitations on Disposition                50
       (e)  Legends                                           50
       (f)  Accredited Investor                               51
       
  <PAGE>    3
  
  Section 3.9    Restriction on Transferability of Shares,
                 Compliance with Securities Act of 1933       51
  
       (a)  Restrictions on Transferability                   51
       (b)  Certain Definitions                               51
       (c)  Required Registration                             53
       (d)  Indemnification by CRI                            54
       (e)  Indemnification by the Shareholder                56
       (f)  Cooperation, Furnishing of Information            56
       (g)  Expense                                           56
       (h)  Notice of Sale                                    57
  
  Section 4.1    Conditions to the Merger                     57
  
       (a)  Shareholder Approval by ASDI                      58
       (b)  No Injunction                                     58
       (c)  Accuracy of Representations and Warranties;
            Compliance with Covenants; and Absence of
            Material Adverse Change                           58
       (d)  Satisfaction of Conditions Precedent by ASDI
            and the Shareholders                              58
       (e)  Consents Required to be Obtained by ASDI          58
       (f)  Employment Agreements                             59
       (g)  Material Changes to Operations of ASDI            59
       (h)  Accuracy of ASDI Representations and Warranties   59
       (i)  Financing                                         59
       (j)  Corporate Records of ASDI                         60
       (k)  Transactional Materials of ASDI                   60
       (l)  Sick Leave                                        60
       (m)  Vacation                                          60
  
  Section 4.2    Conditions to the Merger                     60
  
       (a)  No Injunction                                     60
       (b)  Accuracy of Representations and Warranties;
            Compliance with Covenants; and Absence of
            Material Adverse Change                           61
       (c)  Satisfaction of Conditions Precedent by
            CRI and CFS                                       61
       (d)  Employment Agreements                             61
       (e)  Transactional Materials of CFS and CRI            61
       (f)  Assumption of Debt Obligations of the
            Shareholders                                      61
       (g)  Lease of East Elmhurst Facility                   62
  
  Section 5.1    Termination by Mutual Consent                63
  
  Section 5.2    Termination by ASDI or CFS and CRI           63
  
  Section 5.3    Termination by ASDI                          63
  
  Section 5.4    Termination by CFS and CRI                   64
  
  <PAGE>    4
  
  Section 5.5    Effect of Termination                        64
  
  Section 5.6    Amendment                                    65
  
  Section 5.7    Waiver                                       65
  
  Section 6.1    Notices                                      65
  
  Section 6.2    Counterparts                                 67
  
  Section 6.3    Headings                                     67
  
  Section 6.4    Survival of Representations or Warranties    67
  
  Section 6.5    Indemnification                              67
  
  Section 6.6    Entire Agreement                             69
  
  Section 6.7    Cooperation                                  69
  
  Section 6.8    No Rights to Third Parties                   69
  
  Section 6.9    No Assignment                                69
  
  Section 6.10   Governing Law                                70
  
  Section 6.11   Consent to Jurisdiction                      70
  
  Certain Definitions                                         70
  
  LIST OF SCHEDULES                                           77
  
  <PAGE>    5
                                  
                          MERGER AGREEMENT
  
  
  
        THIS  AGREEMENT, dated as of January 25, 1996, by and among
  COMPTEK  RESEARCH, INC., a New York corporation having an  office
  and  principal  place of business at 2732 Transit Road,  Buffalo,
  New  York  14224  (hereinafter  called  "CRI"),  COMPTEK  FEDERAL
  SYSTEMS,  INC.,  a  New  York corporation having  an  office  and
  principal  place of business at 2732 Transit Road,  Buffalo,  New
  York   14224   (hereinafter  called  "CFS"),   ADVANCED   SYSTEMS
  DEVELOPMENT,  INC., a New York corporation having an  office  and
  principal  place of business at 96-10 23rd Avenue, East Elmhurst,
  New  York  11369-1230  (hereinafter called "ASDI"),  and  MICHAEL
  GROSS,  MATILDA GROSS, NICHAN TCHORBAJIAN and LARRY DIAMOND.  The
  foregoing  individuals other than Matilda Gross  are  hereinafter
  collectively referred to as the "Shareholders".
  
        WHEREAS,  the  Shareholders are the owners of  all  of  the
  issued and outstanding shares of capital stock of ASDI; and
  
        WHEREAS, CRI and the Shareholders desire to effect the tax-
  free  merger hereinafter set forth under Section 368(a)(2)(d)  of
  the Internal Revenue Code whereunder ASDI will merge into CFS,  a
  wholly  owned  subsidiary of CRI, and all outstanding  shares  of
  capital stock of ASDI (hereinafter called "Shares") will  by  the
  merger be converted into shares of capital stock of CRI and  cash
  upon the terms and conditions set forth herein;
  
        NOW,  THEREFORE,  for and in consideration  of  the  mutual
  covenants  and  agreements hereinafter  set  forth,  the  parties
  hereto agree as follows:
  
  <PAGE>    6
                              ARTICLE I
                               MERGER
  
  Section 1.1    Merger
  
             (a)   CRI  to Provide Stock and Cash.  At the Closing,
  CRI  will deliver common stock of CRI (the "CRI Stock") and  cash
  to effectuate the Merger.
  
            (b)  Agreement and Plan of Merger.  On the Closing Date
  (as  hereinafter  defined),  ASDI shall  be  merged  (hereinafter
  sometimes  called the "Merger") into CFS, a New York  corporation
  and  a  wholly  owned subsidiary of CRI, in accordance  with  the
  terms of this Agreement and the statutory merger requirements  of
  the  New  York  Business  Corporation  Law.   CFS  shall  be  the
  corporation  surviving the Merger and the separate  existence  of
  ASDI shall cease as of the Merger.  CFS shall then be vested with
  and  possess  all  of  the assets, property, rights,  privileges,
  immunities,  powers,  franchises and authority  of  ASDI  without
  further act or deed and shall have assumed and be liable for  all
  obligations  of  ASDI  as  set forth in this  Agreement.  In  the
  Merger,  the Shares owned by Matilda Gross shall be automatically
  converted into the right to receive $329,842.50 in cash, and  the
  Shares owned by the Shareholders shall be automatically converted
  into  the right to receive a number of shares of CRI common stock
  equal in value to $4,905,950, valued at the average closing price
  for  thirty  (30)  days prior to the Closing.   At  the  Closing,
  shares  of  CRI  stock  valued  at $1,060,000  under  the  method
  aforesaid, shall be delivered into escrow pursuant to  the  terms
  of  the  provisions of Section 1.3, and the balance  of  the  CRI
  Stock shall be delivered to the Shareholders.
  
  <PAGE>    7
  
            (c)  Pro-rata Distribution.  The CRI common stock shall
  be  issued  to  each  Shareholder pro-rata in proportion  to  the
  number of Shares held by him.
  
             (d)   Effect  on CFS Shares.  None of  the  shares  of
  common stock of CFS issued and outstanding at the effective  time
  of  the Merger shall be converted as a result of the Merger,  but
  all of such shares shall remain issued and outstanding shares  of
  common stock of CFS.
  
            (e)  Filings.  On or about the date of the Closing, the
  parties hereto shall cause to be filed the Certificate of  Merger
  and  such other documents with the Secretary of the State of  New
  York,   as   shall   be  necessary  for  the   consummation   and
  effectiveness  of  the Merger as contemplated hereby  as  of  the
  Closing Date.
  
  Section   1.2      Pre-Closing  Statement  and   Purchase   Price
  Adjustment
  
             (a)   Pre-Closing Statement.  At least three (3)  days
  prior to Closing, the Shareholders shall cause ASDI to prepare  a
  pre-closing  statement  (the "Pre-Closing Statement")  reflecting
  the  Net  Asset  Value of ASDI as defined in  (b)  below,  as  of
  January 31, 1996.  The Pre-Closing Statement shall be prepared on
  a  basis  consistent  with  the  September  30,  1995,  Certified
  Financial Statements, copies of which are referenced on  Schedule
  1.2(a).   To  the  extent the Net Asset Value as of  January  31,
  1996,  (as  reflected on the Pre-Closing Statement) is less  than
  $282,985,  then the value of the CRI stock set forth  in  Section
  1.1(c)  shall be adjusted downward on a dollar-for-dollar  basis.
  Although  the purchase price will not be increased by excess  net
  worth,  the  excess  net  worth will be added  to  the  liability
  cushion defined in Section 1.3(b) of this Agreement.
  
  
  <PAGE>    8
  
             (b)  Net Asset Value.  For purposes of this Agreement,
  equity   determined   in  accordance  with   generally   accepted
  accounting  principles applied on a basis consistent  with  those
  applied  in the preparation of the September 30, 1995,  Certified
  Financial Statements.
  
             (c)  Closing Statement.  Within 15 business days after
  the  Closing  Date, the Shareholders and ASDI shall cooperate  in
  the  preparation and deliver to CFS a Balance Sheet  showing  the
  Net  Asset  Value  of ASDI as of the Closing Date  (the  "Closing
  Statement").  The Closing Statement shall be prepared on a  basis
  consistent with the September 30, 1995, Financial Statements.  To
  the  extent the Net Asset Value of ASDI on the Closing  Statement
  is  less  than the amount set forth on the Pre-Closing Statement,
  then the value of CRI stock set forth in Section 1.1(b) shall  be
  adjusted  downward on a dollar-for-dollar basis by  reducing  the
  stock held in escrow pursuant to Section 1.1(b). Disputes in  the
  preparation  of the Closing Statement shall be resolved  in  good
  faith, and if not so resolved shall be conclusively determined by
  Price  Waterhouse, with the fees of such firm to be borne by  the
  parties  in  the proportion in which they have not prevailed,  so
  that  for  example  if  a  dispute  involves  $10,000  and  Price
  Waterhouse  rules in favor of CRI on $8,000 of this  amount,  the
  Shareholders will bear 80% of such fees and CRI will bear 20%  of
  the  such fees. Shareholders shall be obligated to indemnify  CRI
  and  CFS  under  Section 6.5 (and subject to the limitations  set
  forth  therein)  to  the  extent that ASDI  writes  off  accounts
  receivable  in  excess of the bad debt reserve  therefor  on  the
  Closing Statement.
  
             (d)   The Closing.  Subject to the provisions of  this
  Agreement,  a closing (the "Closing") shall be held on  March  1,
  1996, or on such other date not later than the 45th day after the
  date hereof as the parties shall agree (the "Closing Date") at
  10:00 a.m.
  
  <PAGE>    9
  
  local time) at the offices of CRI and CFS, or at such other  time
  or place as the parties hereto may agree.
  
            (e)  CRI Stock Price Floor.  If the CRI Stock shall, at
  the  later  to occur of (i) the first anniversary of the  Closing
  Date  and  (ii)  the  date  on which the  registration  statement
  referred  to in Section 3.9 (the "registration statement")  shall
  have  been  declared  effective by the SEC, when  valued  at  the
  average closing price for the previous thirty (30) days, be  less
  than  sixty-five percent (65%) of the value set forth in  Section
  1.1(c)  of this Agreement, then CRI shall forthwith pay  to  each
  Shareholder an amount equal to the shortfall from such 65%.  Such
  amount  shall be paid in cash, or, at the option of CRI and  CFS,
  in  CRI  stock  which  is  subject to an  effective  registration
  statement and which has a then value equal to the shortfall.
  
  Section 1.3    Escrow
  
             (a)  Delivery of CRI Stock to Escrow Agent.   The  CRI
  stock  to  be delivered in escrow under Section 1.1(b)  shall  be
  delivered in escrow to Purchaser's counsel (the "Escrow  Agent"),
  together with stock powers therefor endorsed in blank.
  
             (b)  Indemnification.  If ASDI or any  Shareholder  is
  obligated  to  indemnify CRI and CFS under any  Section  of  this
  Agreement,  specifically including but not  limited  to  Sections
  2.1(f)  and 2.1(n), Gross (as representative of the Shareholders)
  shall  join  with CRI and CFS in a joint notice to  Escrow  Agent
  wherein CRI and CFS and Gross jointly direct the Escrow Agent  to
  first  apply  such  indemnified  amounts  against  the  liability
  cushion, if any, until it is exhausted.  For the purposes of this
  Agreement, the "liability cushion" shall mean $100,000  plus  any
  amount  by  which  the Net Asset Value of ASDI  at  the  time  of
  Closing exceeds
  
  <PAGE>    10
  
  $282,985.   If  the  liability cushion is exhausted,  the  Escrow
  Agent shall release to CRI and CFS shares of CRI Stock which have
  a  value (as set forth in Section 1.1(b)) equal to the amount  of
  such indemnity liability.
  
            (c) Notice to Escrow Agent.  If ASDI or any Shareholder
  is obligated to make any adjusting payment under any provision of
  this  Agreement,  Gross (as representative of  the  Shareholders)
  shall  join  with CRI and CFS in a joint notice to  Escrow  Agent
  wherein CRI and CFS and Gross jointly direct the Escrow Agent  to
  exhaust  the liability cushion, if any, then release to  CRI  and
  CFS  CRI shares of CRI Stock which have a value (as set forth  in
  Section 1.1(b)) equal to the amount of such adjustment.
  
            (d)   Release of CRI Stock to the Shareholders.  On the
  first  anniversary  of  the  date of this  Agreement,  Gross  (as
  representative of the Shareholders) agrees to join with  CRI  and
  CFS in a joint notice to Escrow Agent wherein the persons signing
  such  notice  direct  the Escrow Agent to exhaust  the  liability
  cushion, if any, then release to the respective Shareholders  (in
  accordance  with their ownership as reflected in  the  Disclosure
  Schedule)  the CRI Stock then held in escrow, less any CRI  Stock
  theretofore released under any other provision of this  Agreement
  or as to which there is a dispute.
  
             (e)  Escrow Dispute Resolution.  In the event  of  any
  dispute on whether any such notice is required to be signed, such
  dispute  shall  be determined exclusively by arbitration  by  the
  American Arbitration Association ("AAA") at the Buffalo, New York
  area offices of CRI and CFS, or at such site as the parties shall
  agree.
  
  <PAGE>    11
  
             (f) Authority of Escrow Agent.  The Escrow Agent shall
  act  only  in accordance with a joint notice as aforesaid  or  in
  accordance with a binding and final arbitration award.
  
             (g)  Escrow Agent.  The parties acknowledge that Oscar
  D.  Folger  has acted as counsel to ASDI and the Shareholders  in
  connection with this transaction, and that he may continue so  to
  act notwithstanding any dispute hereunder. The Escrow Agent shall
  be  permitted  to  rely  on  any notice  he  believes  have  been
  genuinely signed. He may resign as Escrow Agent at any  time  and
  thereafter hold the escrow assets as custodian until the  parties
  jointly  appoint  a  successor escrow agent.  He  may  interplead
  disputing  parties in actions filed by him hereunder in  the  New
  York  Federal  or state courts. The parties hereby indemnify  the
  Escrow  Agent  for  all  actions  taken  by  him  on  good  faith
  hereunder.
  
            (h) Valuation of CRI Stock in Escrow.  For the purposes
  of  this Section 1.3, each share of CRI Stock shall be deemed  to
  have a value as set forth in Section 1.1(b) of this Agreement.
  
                             ARTICLE II
                   REPRESENTATIONS AND WARRANTIES
  
  Section  2.1     Representations and Warranties by ASDI  and  the
  Shareholders.  ASDI and the Shareholders warrant to CRI  and  CFS
  as follows:
  
              (a)   Organization  and  Qualification.   ASDI  is  a
  corporation duly organized, validly existing and in good standing
  under  the laws of New York and has all requisite corporate power
  and  authority to own or lease and operate its properties and  to
  carry  on  its business as now conducted.  ASDI is duly qualified
  as a foreign corporation to do business, and is in good standing,
  in each jurisdiction in which the nature of its business or the
  
  <PAGE>    12
  
  ownership  or  leasing of its properties makes such qualification
  necessary, except for such jurisdictions where the failure to  so
  qualify  would  not  have  a Material Adverse  Effect.   For  the
  purposes of this Agreement, a "Material Adverse Effect"  means  a
  material  adverse effect on the business, operations or financial
  condition of ASDI.  ASDI has furnished or made available  to  CFS
  accurate and complete copies of the Articles of Incorporation and
  By-laws of ASDI.  At the Closing, ASDI will provide a Certificate
  of  Good  Standing from the State of New York and from any  other
  jurisdiction in which it is qualified, or needs to be  qualified,
  to do business.
  
             (b)  Capitalization.  The authorized capital stock  of
  ASDI  consists of (i) 1,000 Shares of Common Stock, of which  505
  shares  are issued and outstanding, par value $.01.  All of  such
  issued  and outstanding Shares of ASDI Common Stock were  validly
  issued  and  are  fully paid and non-assessable.   There  are  no
  outstanding   options,  warrants,  rights  or  other   securities
  exercisable  or  exchangeable for  any  capital  stock  or  other
  securities of ASDI, any other commitments or agreements providing
  for  the  issuance  of additional shares, the  sale  of  treasury
  shares,  or  for the repurchase of redemption of shares  of  ASDI
  capital  stock, or any agreements of any kind which may  obligate
  ASDI  to  issue, purchase, register for sale, redeem or otherwise
  acquire  any  of  its securities or other equity  interests.  The
  foregoing  does  not take into account a shareholders'  agreement
  which the Shareholders agree to terminate as of the Closing.
  
             (c)   Authority Relative to Agreement.  ASDI  has  all
  requisite  corporate power and authority to execute  and  deliver
  this  Agreement  and  the  requisite  approval  to  perform   its
  obligations    hereunder   and   consummate   the    transactions
  contemplated hereby.  This Agreement has been approved by each of
  the Shareholders.  No other corporate proceedings on the part  of
  ASDI  are  necessary to authorize the Merger  Transaction.   This
  Agreement has been duly
  
  <PAGE>    13
  
  executed  and delivered by ASDI and this Agreement constitutes  a
  valid and binding obligation of ASDI enforceable against ASDI  in
  accordance with its terms.
  
             (d)   Lack  of  Conflict with Other  Agreements.   The
  execution  and  delivery  of  this  Agreement  by  ASDI  and  the
  consummation by ASDI of the Merger Transaction will not  conflict
  with  any  provision of the Articles of Incorporation or By-laws,
  as  amended,  of ASDI or result in any violation  of  or  default
  under,  or  permit the acceleration of any obligation under,  any
  mortgage, indenture, lease, agreement or other instrument, permit
  concession,  grant, franchise, license, judgment, order,  decree,
  statute, law, ordinance, rule or regulation applicable to ASDI.
  
              (e)   Consents.   No  consent,  approval,  order   or
  authorization  of, or registration, declaration of  riling  with,
  any  Federal, state, local or foreign governmental or  regulatory
  authority  is  required  to  be  obtained  or  made  by  ASDI  in
  connection  with the execution and delivery of this Agreement  by
  ASDI  or  the  consummation by ASDI of  the  Merger  Transaction,
  except  for  the  filing of the Certificate of  Merger  with  the
  Secretary of State of the State of New York.
  
             (f)  Financial Statements and Accounts Receivable.  To
  the  best  knowledge of ASDI and the Shareholders, the  financial
  statements  of ASDI have been prepared in accordance with  United
  States  generally  accepted accounting principles  applied  on  a
  consistent basis ("GAAP") (except as may be indicated therein  or
  in  the  notes thereto) and fairly present the financial position
  of  ASDI as at the date thereof and the results of its operations
  and  changes  in financial position for the periods  then  ended.
  The  Shareholders will reasonably cooperate with ASDI in  seeking
  to  prepare financial statements which comply with Regulation S-X
  of  the  Securities Exchange Act of 1934 so that CRI may  make  a
  timely
  
  <PAGE>    14
  
  filing  on  Form 8-K with the Securities and Exchange Commission.
  To the best of ASDI's and the Shareholders' knowledge and belief,
  the  aggregate  gross receivables reflected in the September  30,
  1995,  Certified  Financial Statements of ASDI  represented  bona
  fide claims against debtors for sales or other charges arising on
  or  before  that date and are not subject to offset or  discount,
  except  for  normal  cash  discounts.   The  amount  carried  for
  doubtful accounts
  and   allowances  in  such  Certified  Financial  Statements   is
  sufficient  to provide for any losses which may be  sustained  on
  realization of such receivables.  The above notwithstanding,  any
  aggregate deficiency in accounts receivable for work done through
  the  Closing Date, either billed or unbilled at the Closing Date,
  with  Elettronica, Rainford and Deutsche Aerospace  which  arises
  before  June  30,  1997, shall be charged against  the  liability
  cushion  described in Section 1.3 of this Agreement until  it  is
  exhausted,  and then against the escrow amount as  set  forth  in
  Section 1.3 of this Agreement.
  
            (g)  Undisclosed Liabilities.  To the best knowledge of
  the  Shareholders and of the management of ASDI,  and  except  as
  disclosed in this Agreement or any Schedule hereto:
  
                  (i)   ASDI does not have any material liabilities
  or  obligations  (whether absolute or contingent,  liquidated  or
  unliquidated,  or  due  or  to become due)  of  a  type  normally
  reflected  on a balance sheet prepared in accordance  with  GAAP,
  except  for liabilities and obligations (A) reflected or reserved
  for  on  the balance sheet of ASDI as of September 30, 1995  (the
  "Balance Sheet Date"), or (B) that have arisen since the  Balance
  Sheet  Date  in  the  ordinary course of  the  operation  of  the
  business and consistent with the past practice of ASDI (which are
  disclosed  on Schedule 2.1(g) hereto) and which are reflected  on
  the Closing Statement.
  
                  (ii)  Set forth on Schedule 2.1(g) is the current
  Reasonable Best Estimate (as hereinafter defined) of ASDI of all
  <PAGE>    15
  
  
  program  cost  reserves  of ASDI with  respect  to  the  Material
  Contracts referenced in Section 2.1(m) pursuant to which ASDI  is
  required   to  perform  services,  deliver  products   or   both.
  "Reasonable Best Estimate" means an estimate as to which there is
  a  reasonable  basis and in no event shall it be construed  as  a
  guarantee of other assurance of a future result.  At the Closing,
  ASDI  shall deliver to CFS Certifications signed by each  of  the
  Shareholders of the Reasonable Best Estimate of the program  cost
  reserves for each of the Material Contracts.
  
                  (iii) Schedule 2.1(g) references a New York State
  Department  of  Labor dispute against ASDI.   On  or  before  the
  Closing  Date,  ASDI will record an additional liability  in  the
  amount of $25,000 to reflect potential losses in this matter  and
  for other similar situations.  The Shareholders have no liability
  if actual losses exceed $25,000.
  
             (h)  Events Subsequent to Balance Sheet Date.  To  the
  best knowledge of the Shareholders and of the management of ASDI,
  since the date of the Balance Sheet Date, (i) there has not  been
  any   Material  Adverse  Effect,  or  any  event,  condition   or
  contingency  that  is,  in  the  reasonable  judgment  of  senior
  management  of ASDI and the Shareholders, likely to result  in  a
  Material  Adverse Effect, other than any changes in the prospects
  of  the business of ASDI which result from developments affecting
  the  defense industry generally, and (ii) ASDI has not (A)  sold,
  transferred,  leased, pledged, or mortgaged any material  assets,
  properties or rights, except in the ordinary course of operations
  of  their  respective businesses, consistent with past practices,
  (B)  made any change in any method of accounting, or (C) made any
  capital  expenditures  or  commitments for  capital  expenditures
  which exceed $10,000 in any case, or $50,000 in the aggregate.
  
  <PAGE>    16
  
             (i)   Litigation and Proceedings.  Except as disclosed
  in  this Agreement or any Schedule hereto, there are no lawsuits,
  actions, suits, claims or other proceedings at law or in  equity,
  or  to  the knowledge of ASDI or the Shareholders, investigations
  (including, without limitation, investigations by any  government
  involving any Governmental Contract wherein a claim for  improper
  charges  was  made)  before  or  by  any  court  or  governmental
  authority or instrumentality or before any arbitrator pending or,
  to  the knowledge of ASDI or the Shareholders, threatened against
  ASDI.   To the knowledge of ASDI and the Shareholders, there  are
  no  investigations (including, without limitation, investigations
  by  any  governmental  body  or agent  involving  any  Government
  Contract   wherein  a  claim  for  improper  charges  was   made)
  involving, directly or indirectly, ASDI.  There is no unsatisfied
  judgment,  order or decree or any outstanding injunction  binding
  upon ASDI.
  
            (j)  Employee Benefit Plans.
  
                  (i)  Definitions.  The following terms, when used
  in  this Section 2.1(j), shall have the following meanings.   Any
  of  these  terms may, unless the context otherwise  requires,  be
  used in the singular or the plural depending on the reference.
  
                         (A)     Benefit   Arrangement.    "Benefit
  Arrangement" shall mean any employment, consulting, severance  or
  other  similar  contract, arrangement or policy  and  each  plan,
  arrangement  (written or oral), program, agreement or  commitment
  providing  for  insurance coverage (including without  limitation
  any self-insured arrangements), workers' compensation, disability
  benefits,  supplemental unemployment benefits, vacation benefits,
  retirement   benefits,  life,  health,  disability  or   accident
  benefits  (including without limitation any "voluntary employees'
  beneficiary association" as defined in Section 501(c)(9)  of  the
  Code  providing for the same or other benefits) or  for  deferred
  compensation,
  
  <PAGE>    16
  
  profit-sharing  bonuses, stock options, restricted  stock,  stock
  appreciation rights, stock purchases or other forms of  incentive
  compensation   or  post-retirement  insurance,  compensation   or
  benefits  which  (1)  is  not a Welfare  Plan,  Pension  Plan  or
  Multiemployer Plan, (2) is contributed to, as the case may be, by
  ASDI  or  any ERISA Affiliate (with respect to their relationship
  with any such entity).
  
                       (B)  Employee Plans.  "Employee Plans" shall
  mean all Benefit Arrangements, Multiemployer Plans, Pension Plans
  and Welfare Plans.
  
                       (C)  ERISA.  "ERISA" shall mean the Employee
  Retirement Income Security Act of 1974, as amended.
  
                       (D)   ERISA  Affiliate.   "ERISA  Affiliate"
  shall  mean any entity which is (or at any relevant time  was)  a
  member  of  a  "controlled  group of  corporations"  with,  under
  "common  control"  with,  or a member of an  "affiliated  service
  group" with ASDI as defined in Section 414(b), (c), (m) or (o) of
  the Code.
  
                        (E)   Multiemployer  Plan.   "Multiemployer
  Plan"  shall mean any "Multiemployer plan," as defined in Section
  4001(a)(3)  of  ERISA,  (1) which ASDI  or  any  ERISA  Affiliate
  maintains,   administers,  contributes  to  or  is  required   to
  contribute  to,  and  (2)  which covers any  employee  or  former
  employee  of ASDI or any ERISA Affiliate (with respect  to  their
  relationship with such entities).
  
                       (F)   PBGC.   "PBGC" shall mean the  Pension
  Benefit Guaranty Corporation.
  
                      (G)  Pension Plan.  "Pension Plan" shall mean
  any "employee pension benefit plan" as defined in Section 3(2) of
  
  <PAGE>    18
  
  ERISA  (other than a Multiemployer Plan) (1) which  ASDI  or  any
  ERISA  Affiliate  maintains, administers, contributes  to  or  is
  required  to contribute to, and (2) which covers any employee  or
  former  employee of ASDI or any ERISA Affiliate (with respect  to
  their relationship with such entities).
  
                      (H)  Welfare Plan.  "Welfare Plan" shall mean
  any "employee welfare benefit plan" as defined in Section 3(1) of
  ERISA,   (1)   which  ASDI  or  any  ERISA  Affiliate  maintains,
  administers, contributes to or is required to contribute to,  and
  (2)  which covers any employee or former employee of ASDI or  any
  ERISA  Affiliate  (with respect to their relationship  with  such
  entities).
  
                  (ii)  Disclosure; Delivery of Copies of  Relevant
  Documents and Other Information.  ASDI maintains a complete  list
  of  Employee  Plans, true and correct copies of which  have  been
  previously furnished or made available to CRI and CFS.
  
                   (iii)       Representations.    ASDI   and   the
  Shareholders represent and warrant as follows:
  
                      A.   Pension Plans.
  
                           (1)  No "accumulated funding deficiency"
  (for which an excise tax is due or would be due in the absence of
  a  waiver) as defined in Section 412 of the Code or as defined in
  Section  302(a)(2)  of  ERISA,  whichever  may  apply,  has  been
  incurred  with  respect to any Pension Plan with respect  to  any
  plan  year,  whether or not waived.  Neither ASDI nor  any  ERISA
  Affiliate  has failed to pay when due any "required installment,"
  within  the  meaning of Section 214(m) of the  Code  and  Section
  302(e)  of ERISA, whichever may apply with respect to any Pension
  Plan.   Neither  ASDI nor any ERISA Affiliate is subject  to  any
  lien imposed under
  
  <PAGE>    19
  
  Section  412(n) of the Code or Section 302(f) or 4068  of  ERISA,
  whichever  may  apply,  with respect to any  Pension  Plan.   All
  "benefit  liabilities" within the meaning of Section  4001(a)(16)
  of ERISA, are fully funded as of the Closing Date with respect to
  each Pension Plan, if any, on a termination basis.
  
                             (2)    Neither  ASDI  nor  any   ERISA
  Affiliate is required to provide security to a Pension Plan under
  Section 401(a)(29) of the Code.
  
                            (3)  Each Pension Plan and each related
  trust agreement, annuity contract or other funding instrument  is
  qualified  and  tax  exempt  under the  provisions  of  the  Code
  Sections 401(a) and 501(a) and each has been so determined by the
  Internal Revenue Service.
  
                            (4)   Each Pension Plan, related  trust
  agreement,  annuity contract or other funding  instrument  is  in
  material  compliance with its terms and, both as to form  and  in
  operation,  with  the  requirements prescribed  by  any  and  all
  statutes,  orders, rules and regulations which are applicable  to
  such  Pension  Plan, including without limitation ERISA  and  the
  Code,  and  there exists no tax, penalty or other liability  with
  respect to such Pension Plan.
  
                           (5)  ASDI or an ERISA Affiliate has paid
  all  premiums  (and  interest  charges  and  penalties  for  late
  payment,  if  applicable) due to the PBGC with  respect  to  each
  Pension Plan which is covered by Title IV of ERISA for each  plan
  year  thereof for which such premiums are required.  Neither ASDI
  nor  any  ERISA  Affiliate has engaged in, or is a  successor  or
  parent  corporation  to  an  entity  that  has  engaged   in,   a
  transaction  which is described in Section 4069 of ERISA.   There
  has  been no unreported "reportable event" (as defined in Section
  4043(b) of ERISA and the PBGC
  
  <PAGE>    20
  
  regulations under such Section) requiring notice to the PBGC with
  respect to any Pension Plan.  No filing has been made by ASDI  or
  any  ERISA  Affiliate with the PBGC, and no proceeding  has  been
  commenced  by  the  PBGC,  to terminate  any  Pension  Plan.   No
  condition  exists and no event has occurred that could constitute
  grounds  for the termination of any Pension Plan by the PBGC,  or
  which could reasonably be expected to result in liability of ASDI
  or  any  ERISA Affiliate to the PBGC with respect to any  Pension
  Plan, other than liabilities for premium payments.  Neither  ASDI
  nor  any  ERISA Affiliate has, at any time, (a) ceased operations
  at  a  facility  so  as to become subject to  the  provisions  of
  Section 4062(e) of ERISA, (2) withdrawn as a substantial employer
  so  as  to  become subject to the provisions of Section  4063  of
  ERISA,  or  (3)  ceased making contributions  on  or  before  the
  Closing  Date to any Pension Plan subject to Section  4064(a)  of
  ERISA  to  which  ASDI or any ERISA Affiliate made  contributions
  during the six years prior to the Closing Date.
  
                       (B)   Multiemployer  Plans.   There  are  no
  Multiemployer Plans, and neither ASDI nor any ERISA Affiliate has
  ever  maintained, contributed to, or participated  or  agreed  to
  participate in any Multiemployer Plan.
  
                      (C)  Welfare Plans.
  
                            (1)   Each Welfare Plan is in  material
  compliance  with  its terms and, both as to form  and  operation,
  with the requirements prescribed by any and all statutes, orders,
  rules  and regulations which are applicable to such Welfare Plan,
  including without limitation ERISA and the Code, and there exists
  no  tax,  penalty or other liability with respect to such Welfare
  Plan.
  
  <PAGE>    21
  
                            (2)   There are no liabilities of  ASDI
  and or any ERISA Affiliate for providing retiree life and medical
  benefits coverage to active and retired employees of ASDI and any
  ERISA  Affiliates. ASDI has the right to modify and to  terminate
  Welfare Plans, including the right to modify or terminate Welfare
  Plans,  including the right to modify or terminate Welfare  Plans
  that provide coverage or benefits for retired or active employees
  or their beneficiaries.
  
                           (3)  Each Welfare Plan which is a "group
  health  plan,"  as defined in Section 607(1) of ERISA,  has  been
  operated  in  material compliance with provisions of  Part  6  of
  Title I, Subtitle B of ERISA and Section 4980B of the Code at all
  times.
  
                       (D)   Benefit  Arrangements.   Each  Benefit
  Arrangement is in material compliance with its terms and with the
  requirements  prescribed by any and all statutes,  orders,  rules
  and regulations which are applicable to such Benefit Arrangement,
  including without limitation the Code, and there exists  no  tax,
  penalty   or  other  liability  with  respect  to  such   Benefit
  Arrangement.
  
                        (E)    Fiduciary   Duties  and   Prohibited
  Transactions.   ASDI  has  no  liability  with  respect  to   any
  transaction in violation of Sections 404 or 406 of ERISA, or  any
  "prohibited transaction," as defined in Section 4975(c)(1) of the
  Code, for which no exemption exists under Section 408 of ERISA or
  Section  4975(c)(2) or (d) of the Code to which any Welfare  Plan
  or  Pension  Plan is subject.  To the knowledge of ASDI  and  the
  Shareholders, neither ASDI nor any of its ERISA Affiliates or any
  other party has participated in a violation of Part 4 of Title I,
  Subtitle B of ERISA by any plan fiduciary of any Welfare Plan  or
  Pension Plan and has no unpaid civil penalty under Section 502(1)
  of ERISA.
  
  <PAGE>    22
  
                        (F)   Litigation.   There  is  no  material
  action,  order, writ, injunction, judgment or decree  outstanding
  or   claim,   suit,  litigation,  proceeding,  arbitral   action,
  governmental  audit  or  investigation  relating  to  or  seeking
  benefits  under  any Employee Plan that is pending,  or,  or  the
  knowledge of ASDI, threatened or anticipated against ASDI or  any
  ERISA Affiliate.
  
                       (G)  Unpaid Contributions.  Neither ASDI nor
  any  ERISA  Affiliate has any liability for unpaid  contributions
  with  respect  to any Employee Plan.  ASDI has made all  required
  contributions  under each Employee Plan for all  periods  through
  and including the Closing Date, or proper accruals have been made
  and  are reflected on the appropriate balance sheet and books and
  records.
  
                       (H)   Copies  of  Documentation.   ASDI  has
  delivered pursuant to this Agreement a true and complete  set  of
  copies  of  (a) all Employee Plans and related trust  agreements,
  annuity  contracts  or  other funding instruments  as  in  effect
  immediately  prior  to  the  Closing  Date,  together  with   all
  amendments thereto which shall become effective at a later  date;
  (b)  the  latest  Internal Revenue Service  determination  letter
  obtained  with  respect to any such Employee  Plan  qualified  or
  exempt  under Section 401 or 501 of the Code; (c) forms 5500  and
  certified  financial statements for the most  recently  completed
  three  fiscal years for each Employee Plan required to file  such
  form,  together  with the most recent actuarial report,  if  any,
  prepared  by  the  Employee's Plan's enrolled  actuary;  (d)  all
  summary  plan  descriptions for each Employee  Plan  required  to
  prepare, file and distribute summary plan descriptions;  (3)  all
  summaries furnished or made available to employees, officers  and
  directors  of  ASDI  or  any  ERISA Affiliate  of  all  incentive
  compensation, other plans and fringe benefits for which a summary
  plan description is not required; and (f) the
  
  <PAGE>    23
  
  notifications to employees of their rights under Section 4980B of
  the Code.
  
             (k)  Brokers.  No broker, finder, or investment banker
  is entitled to any brokerage, finder's or other fee or commission
  in connection with the Merger Transaction based upon arrangements
  made by or on behalf of ASDI or the Shareholders.
  
            (l)  Environmental Matters.
  
                 (i)  Environmental Definitions.
  
                       (A)  Environment.  "Environment" means soil,
  land,   land   surface  or  subsurface  strata,  surface   waters
  (including  navigable  waters and ocean waters),  ground  waters,
  drinking  water  supply, stream sediments, ambient  air  and  any
  other environmental medium;
  
                        (B)    Environmental,  Health  and   Safety
  Liabilities.   "Environmental,  Health  and  Safety  Liabilities"
  means   any   loss,  cost,  expense,  claim,  demand,  liability,
  obligation or other responsibility of whatever kind or otherwise,
  based upon Environmental Law relating to:
  
                           (1)  any environmental, health or safety
  matters or conditions (including, but not limited to, on-site  or
  off-site  contamination,  occupational  safety  and  health,  and
  regulation of chemical substances or products);
  
                             (2)    fines,  penalties,   judgments,
  awards,   settlements,   legal  or  administrative   proceedings,
  damages,  losses,  claims,  demands  and  response,  remedial  or
  inspection costs and expenses arising under Environmental Law;
  
  <PAGE>    24
  
                             (3)   financial  responsibility  under
  Environmental  law  for  cleanup  costs  or  corrective   action,
  including  for  any removal, remedial or other response  actions,
  and for any nature resource damages;
  
                           (4)  any other compliance, corrective or
  remedial measures required under Environmental Law.
  
                        The   terms   "removal,"   "remedial"   and
  "response"  action shall include the types of activities  covered
  by   the  United  States  Comprehensive  Environmental  Response,
  Compensation, and Liability Act, 42 U.S.C. Section 9601 et  seq.,
  as amended ("CERCLA");
  
                       (C)  Environmental Law.  "Environmental Law"
  means  any provision of past or present federal, state, local  or
  any   other  legally  enforceable  governmental  law,  directive,
  statute, ordinance, rule, regulation or standard, common  law  or
  any  judgment,  order,  writ, notice,  decree,  permit,  license,
  approval,  consent or injunction, relating to any  environmental,
  health  or  safety  matters  or conditions,  Hazardous  Materials
  (hereinafter   defined),   pollution   or   protection   of   the
  Environment, including, but not limited to, on-site  or  off-site
  contamination, occupational safety and health and  regulation  of
  chemical  substances or products, emissions, discharges, releases
  or  threatened release of pollutants, contaminants, chemicals, or
  industrial, toxic, radioactive or Hazardous Materials  or  wastes
  into  the  Environment, or otherwise relating to the manufacture,
  processing,  distribution,  use,  treatment,  storage,  disposal,
  transport   or  handling  of  Hazardous  Materials,   pollutants,
  contaminants,  chemicals, or industrial,  toxic,  radioactive  or
  hazardous substances or wastes;
  
  <PAGE>    25
  
                      (D)  Facilities.  "Facilities" means any real
  property, leaseholds or other interests owned by ASDI and/or  any
  buildings, plants, structures or equipment of ASDI;
  
                        (E)    Hazardous   Materials.    "Hazardous
  Materials" means and includes, but shall not be limited  to,  any
  (i)  "hazardous  substance,"  "pollutant"  or  "contaminant"  (as
  defined  in  Section 101(14), (33) of CERCLA, 42  U.S.C.  Section
  9701(14), (33) or the regulations designated pursuant to  Section
  102 of CERCLA, 42 U.S.C. Section 9602 and found at 40 C.F.R. Part
  302),  including  any  element, compound, mixture,  solution,  or
  substance which is designated pursuant to Section 102 of  CERCLA;
  (ii)  all  substances  which are designated pursuant  to  Section
  311(b)(2)(A)  of  the  Federal Water Pollution  Control  Act,  33
  U.S.C.  Section 1251, 1321(b)(2)(A), as amended ("FWPCA");  (iii)
  any   hazardous  waste  having  the  characteristics  which   are
  identified  under  or  listed pursuant to  Section  3001  of  the
  Resource  Conservation and Recovery Act, 42 U.S.C. Section  6901,
  6921,   as  amended  ("RCRA");  (iv)  any  substances  containing
  petroleum, as that term is defined in Section 9001(8) of RCRA, 42
  U.S.C.  Section  991(8)  or 40 C.F.R. Part  280;  (v)  any  toxic
  pollutant  which is listed under Section 307(a) of the FWPCA,  33
  U.S.C.  Section 1317(a); (vi)) any hazardous air pollutant  which
  is  listed  under  Section 112 of the Clean Air  Act,  42  U.S.C.
  Sections  7401, 7412, as amended; (vii) any imminently  hazardous
  chemical  substance or mixture with respect to which  action  has
  been  or  may  be  taken  pursuant to  Section  7  of  the  Toxic
  Substances Control Act, 15 U.S.C. Section 2601, 2602, as amended;
  (ix)  waste  oil and other petroleum products; (x) any  asbestos,
  asbestos  containing  material or urea formaldehyde  or  material
  which   contains   it;  or  (xi)  any  other   toxic   materials,
  contaminants  or hazardous substances or wastes pursuant  to  any
  Environmental Law;
  
                      (F)  Release.  "Release" means any releasing,
  spilling, leaking, pumping, pouring, emitting, emptying,
  
  <PAGE>    26
  
  discharging, injecting, escaping, leaching, disposing or  dumping
  into the Environment;
  
                       (G)  Threat of Release.  "Threat of Release"
  means a substantial likelihood of a Release which, to the best of
  ASDI's  knowledge, might require action in order  to  prevent  or
  mitigate  damage to the Environment that might result  from  such
  Release;
  
                 (ii) Compliance with Environmental Laws.
  
                       (A)   To  the  knowledge  of  ASDI  and  the
  Shareholders, ASDI has, at times during the ten-year period prior
  to  the  date  hereof,  been  in  material  compliance  with  all
  Environmental Laws applicable to ASDI, where any failure to so be
  in  compliance, or during the ten-year period prior to  the  date
  hereof  to have so been in compliance, would not have a  Material
  Adverse  Effect, and ASDI has not received, during the  five-year
  period prior to the date hereof, any written order or notice from
  any federal, state, or local governmental agency administering or
  enforcing  any Environmental Law, of any violation or failure  to
  comply  with  any  such Environmental Law,  or  of  any  alleged,
  actual, or potential obligation to undertake or bear the cost  of
  any Environmental, Health and Safety Liabilities with respect  to
  any  of  the  Facilities  or  any other  property  now  owned  or
  previously  owned  or  leased  by  ASDI  or  to  which  Hazardous
  Materials generated by ASDI may have been transported;
  
                       (B)   ASDI  has  received and  maintains  in
  effect   all  of the consents, licenses, permits, approvals,  and
  certificates  relating to Environmental Laws on the date  hereof,
  which,  in the reasonable judgment of senior management of  ASDI,
  constitute all of the consents, licenses, permits, approvals, and
  certificates    required,   including   those   required    under
  Environmental Laws, for
  
  <PAGE>    27
  
  ASDI to lawfully own, operate, use, and maintain their assets and
  to  conduct their businesses.  To the knowledge of ASDI, ASDI has
  at  all  times  prior  to Closing, maintained  their  assets  and
  conducted their businesses in compliance in all material respects
  with   the   terms  of  all  such  consents,  licenses,  permits,
  approvals,  and  certificates, and all required filings  and  all
  required  applications with respect to and  for  renewal  thereof
  have  been  timely made and filed.  All such consents,  licenses,
  permits, approvals, and certificates are in full force and effect
  and there are no proceedings pending or, to the best knowledge of
  ASDI,   threatened   that  seek  the  revocation,   cancellation,
  suspension, or adverse modification thereof;
  
                       (C)   To the knowledge of ASDI, ASDI has  no
  material  Environmental,  Health  and  Safety  Liabilities   with
  respect  to  the  Facilities or any other properties  and  assets
  (real, personal and mixed, tangible and intangible) in which ASDI
  has or had an interest;
  
                       (D)  To the knowledge of ASDI, ASDI has  not
  generated,  manufactured, refined, transported, treated,  stored,
  handled,  disposed,  transferred,  produced,  imported,  used  or
  processed  any toxic or Hazardous Materials except in  compliance
  in all material respects with all applicable Environmental Laws;
  
                       (E)  To the knowledge of ASDI, ASDI has  not
  received   any   notice  of  any  material   violation   of   any
  Environmental  law,  or  any  notice of  any  material  potential
  Environmental, Health and Safety Liabilities with respect to  the
  Facilities  or, to the best of ASDI's knowledge, with respect  to
  any  other  properties  and  assets (real,  personal  and  mixed,
  tangible and intangible) in which ASDI has or had an interest, or
  with  respect  to any other property or facility where  toxic  or
  Hazardous    Materials    generated,    manufactured,    refined,
  transferred, imported, used or processed by
  
  <PAGE>    28
  
  ASDI,  or  any  ASDI Subsidiary, or any other  Person  for  whose
  conduct  they  are  responsible, have been transported,  treated,
  stored, handled, disposed, transferred, recycled or received;
  
                       (F)   To  the  knowledge  of  ASDI  and  the
  Shareholders, there has been no illegal or reportable Release  or
  Threat of Release of any toxic or Hazardous Materials at or  from
  the  Facilities.  ASDI has not received any notice of any illegal
  or  reportable  release  or threat of release  of  any  toxic  or
  hazardous  materials at any other locations where  any  toxic  or
  Hazardous    Materials    generated,    manufactured,    refined,
  transferred, produced, imported, used or processed from or by the
  Facilities, or from or by any other properties and assets  (real,
  personal and mixed, tangible and intangible) in which ASDI has or
  had an interest, have been transported, treated, stored, handled,
  disposed, transferred, recycled or received, whether by  ASDI  or
  by any other Person for whose conduct it is responsible;
  
                       (G)   To  the  knowledge  of  ASDI  and  the
  Shareholders, there are no Liens or any other restrictions of any
  nature  whatsoever, resulting from any Environmental,  Health  or
  Safety   Liabilities  or  arising  under  or  pursuant   to   any
  Environmental  Law,  with  respect to or  affecting  any  of  the
  Facilities or any other properties and assets (real, personal and
  mixed, tangible and intangible) in which ASDI has an interest.
  
            (m)  Material Contracts.
  
                  (1)   A  list of all Material Contracts to  which
  ASDI is a party as of December 31, 1995, has been provided to CRI
  and  CFS.   "Contracts"  means any bids,  quotations,  proposals,
  contracts  (including, without limitation, Government Contracts),
  agreements, subcontracts, work authorizations, leases,  memoranda
  of  understanding  and  purchase orders.  For  purposes  of  this
  Agreement,
  
  <PAGE>    29
  
  the term "Material Contract" means any Contract providing for (i)
  ASDI  to  refrain from engaging in conduct which  is  competitive
  with  the business of the other party to the contract in any way,
  (ii)  the  license to or from any third party of any intellectual
  property  rights  that  are material  to  the  operation  of  the
  business  of ASDI, (iii) the repayment of money borrowed  from  a
  third party (hereinafter referred to as the "Credit Facilities"),
  (iv)  the  sale  by ASDI of goods and services  pursuant  to  any
  individual  contract in an amount greater than Two Hundred  Fifty
  Thousand Dollars ($250,000.00), (v) the purchase by ASDI of goods
  and  services  pursuant  to any individual  contract  which  ASDI
  reasonably expects will account for at least  five (5) percent of
  its  payments  to suppliers during 1995, (vi) any other  Contract
  (however named) involving a sharing of profits, losses, costs, or
  liabilities  of ASDI with any other Person, (vii)  each  Contract
  providing  for  payments to or by any Person or entity  based  on
  sales,  purchases  or  profits, other than  direct  payments  for
  goods, (viii) each power of attorney which is currently effective
  and  outstanding, (ix) each written warranty, guaranty  or  other
  similar  undertaking  with  respect  to  contractual  performance
  extended  by ASDI other than in the ordinary course of  business,
  (x)  any  other  Contract  which, in the reasonable  judgment  of
  senior  management  of  ASDI,  is material  to  the  business  or
  operations  of  ASDI,  and (xi) each legally  binding  amendment,
  supplement, and modification in respect of any of the  foregoing.
  A  list  of all material contracts to which ASDI became  a  party
  between  December  31,  1995,  and the  Closing  Date,  shall  be
  provided to CRI and CFS on or before the Closing.
  
                  (2)   ASDI has made available to CFS an  accurate
  and complete copy of each Material Contract.
  
                  (3)   All  of  the Contracts defined pursuant  to
  paragraph 2.1(m)(1) hereof (A) are in full force and effect,  (B)
  represent  the legal, valid and binding obligations of  ASDI  and
  are
  
  
  <PAGE>    30
  
  enforceable against ASDI in accordance with their terms, and  (C)
  to  the  knowledge  of  ASDI and the Shareholders  represent  the
  legal, valid and binding obligations of the other parties thereto
  and are enforceable against such parties in accordance with their
  terms.   To  the  knowledge  of ASDI  and  the  Shareholders,  no
  condition  exists  or event has occurred which,  with  notice  or
  lapse of time or both, would constitute a default under any  such
  Contract  by  ASDI or any other party thereto or  the  basis  for
  force  majeure  or the claim of excusable delay or nonperformance
  under  any  such  Contract, except where the occurrence  of  such
  event  or existence of any such condition individually or in  the
  aggregate would not have a Material Adverse Effect.
  
                  (4)   There are no renegotiations of, or, to  the
  knowledge of ASDI, attempts to renegotiate, or outstanding rights
  to  renegotiate,  any material amounts paid or  payable  to  ASDI
  under  current or completed Contracts, with any Person or  entity
  having  the  contractual or statutory right to demand or  require
  such renegotiation.  ASDI has not received any written demand for
  such  renegotiation in respect of any such Contract.  No customer
  or  government  contract officer has asserted that  any  material
  adjustments are required to the terms of any Contracts.
  
                  (5)   Except as previously disclosed  to  CFS  in
  writing, no consent of any party to any such Contract is required
  in connection with the Merger.
  
            (n)  Government Contracts; Backlog.
  
                  (1)   ASDI has not received notice of any  claim,
  suit  or  investigation asserting or alleging the  commission  of
  criminal  acts  or bribery, or other violation of applicable  law
  (either  civil or criminal), by ASDI with respect to any Contract
  between ASDI and the United States Government or a department  or
  agency thereof (a
  
  <PAGE>    31
  
  "Government Contract").  ASDI has not been debarred or  suspended
  from  participation  in the award of contracts  with  the  United
  States  government or any agency or department thereof (it  being
  understood  that  debarment  and  suspension  does  not   include
  ineligibility  to  bid  for certain contracts  due  to  generally
  applicable bidding requirements).  ASDI has not received  written
  notice  of  any  kind from the U.S. Government or any  agency  or
  department thereof alleging any violation, or notifying  ASDI  of
  any investigation of a possible violation, or any applicable law,
  rule, or regulations by ASDI, or any act for which ASDI could  be
  debarred  or  suspended from contracting with any agency  of  any
  government,  or  prohibiting or seeking  to  prohibit  ASDI  from
  conducting, or restricting or seeking to restrict ASDI's  ability
  to conduct, all or any part of its business or operations or from
  contracting  with any government.  No payment has  been  made  by
  ASDI,  or to the best knowledge of ASDI and the Shareholders,  by
  any  Person  acting  on its or their behalf,  to  any  Person  in
  connection   with  any  Government  Contract  in   violation   of
  applicable procurement laws or regulations or in violation of (or
  requiring  disclosure pursuant to) the Foreign Corrupt  Practices
  Act.   The cost accounting and procurement systems maintained  by
  ASDI  with  respect to Government Contracts are in compliance  in
  all  material respects with all applicable United States laws and
  regulations.
  
                  (2)   ASDI  has  provided to CFS in  writing  the
  current  Reasonable  Best Estimate of ASDI, as  of  November  30,
  1995,  of  the  "cost  to  complete" for each  Material  Contract
  pursuant to which ASDI is required to perform services or deliver
  products  and  ASDI's  current Reasonable Best  Estimate  of  the
  aggregate  amount  of  payments to be received  under  each  such
  Contract.   None  of  such  Contracts  has  accrued  or,  in  the
  reasonable  judgment of ASDI's senior management, is expected  by
  ASDI  to  result  in  any losses.  The above notwithstanding,  if
  there  is an aggregate loss in the firm fixed price contracts  in
  place at the Closing Date with
  
  <PAGE>    32
  
  Elettronica,  Rainford,  Loral,  Boeing,  Thomson   CSF,   Hughes
  Training,  Hughes  Aircraft and Manufacturing  Technology,  Inc.,
  such  loss  shall first be charged against the liability  cushion
  (described  in  Section  1.3  of  this  Agreement)  until  it  is
  exhausted,  and then against the escrow amount as  set  forth  in
  Section  1.3  of  this  Agreement.  At the  Closing,  ASDI  shall
  deliver  to CFS Certifications signed by each of the Shareholders
  of  the  Reasonable Best Estimate of the "cost to  complete"  for
  each of the Material Contracts.
  
            (o)  Intellectual Property.
  
                 (1)  ASDI has provided to CFS in writing a list of
  each  material  patent,  registered and  unregistered  trademark,
  service  mark,  trade  dress, logo, trade name,  copyright,  mask
  work,  and  registration or application for any of the  foregoing
  (the  foregoing,  together  with  all  material  know-how,  trade
  secrets,    confidential   information,    software,    technical
  information,  process  technology,  plans,  drawings,  and   blue
  prints,  being  hereinafter  collectively  referred  to  as   the
  "Intellectual Property"), owned by ASDI.
  
                  (2)  The Contracts as described in Section 2.1(m)
  include all license or sublicense agreements with respect to  any
  Intellectual  Property to which ASDI is  a  party  and  which  is
  material  to  the  business and operations of ASDI  as  presently
  being conducted.
  
                       (A)   ASDI  has good title to each  item  of
  Intellectual Property owned by it, free and clear of any Lien;
  
                       (B)   ASDI  owns  or has the  right  to  use
  pursuant  to  license, sublicense, agreement  or  permission  all
  items of
  
  <PAGE>    33
  
  Intellectual  Property used in the operation of the  business  of
  ASDI, as presently conducted;
  
                       (C)  ASDI's use of the Intellectual Property
  and   other   trade   rights,  trade  secrets,  designs,   plans,
  specifications  and  other proprietary  rights,  whether  or  not
  registered  ("Proprietary Rights"), is not to  the  knowledge  of
  ASDI  infringing  upon  or  otherwise violating  the  Proprietary
  Rights of any third party in or to such rights;
  
                       (D)   no  claims have been asserted  by  any
  Person  against ASDI with respect to the use of any  Intellectual
  Property  or  Proprietary  Rights used  by  ASDI  challenging  or
  questioning the validity or effectiveness of such use or any such
  right, license or agreement;
  
                       (E)   to  the  knowledge  of  ASDI  and  the
  Shareholders,  no  Person has a right to  a  royalty  or  similar
  payment,  or has any other rights, in respect of any Intellectual
  Property or Proprietary Rights; and
  
                       (F)  ASDI is not in breach of any license or
  sublicense with respect to any item of Intellectual Property.
  
            (p)  Labor Relations.
  
                  (1)   The  Contracts  listed on  Schedule  2.1(p)
  include all written or oral employment or severance agreements to
  which  ASDI  is  a party with respect to any employee  or  former
  employee,  and which may not be terminated at will, or by  giving
  notice  of  30 days or less, without cost or penalty.   ASDI  has
  made  available to CFS true, correct, and complete copies of each
  such Contract, as amended to date.  ASDI is not in breach of  any
  term of any such Contract.
  
  <PAGE>    34
  
                 (2)  Except as set forth on Schedule 2.1(p):
  
                       (A)   ASDI  has complied with the applicable
  laws  relating  to  the employment of labor,  including,  without
  limitation,   those  relating  to  wages,  hours,  unfair   labor
  practices, discrimination and immigration;
  
                      (B)  ASDI has not engaged in any unfair labor
  practice and there are no complaints against ASDI pending  before
  the  National Labor Relations Board or any similar state or local
  labor agency by or on behalf of any current or former employee of
  ASDI;
  
                       (C)   there are no representation questions,
  arbitration proceedings, labor strikes, slow downs or  stoppages,
  grievances  or other labor disputes pending or, to the  knowledge
  of  ASDI  or  the  Shareholders, threatened with respect  to  the
  employees of ASDI;
  
                       (D)   other  than as set forth  on  Schedule
  2.1(p),  ASDI  has  not  entered into any  severance  or  similar
  arrangement in respect of any present employee of ASDI that  will
  result in any obligation (absolute or contingent) of CFS or  ASDI
  to  make  any  payment to any present employee of ASDI  following
  termination of employment;
  
                       (E)   ASDI has complied in all respects with
  all  laws,  rules  and regulations relating to employment,  equal
  employment  opportunity, nondiscrimination,  immigration,  wages,
  hours,  benefits,  collective bargaining, the payment  of  social
  security  and similar taxes, occupational safety and health,  and
  plant  closing  (hereinafter  collectively  referred  to  as  the
  "Employment Laws").
  
  <PAGE>    35
  
                  (3)  ASDI is not liable for the payment of taxes,
  fines,  penalties  or  other  amounts,  however  designated,  for
  failure to comply with any of the Employment Laws.
  
                 (4)  On or before the Closing Date, no employee of
  ASDI  shall be permitted to have accumulated more than  ten  (10)
  days  of sick leave.  To the extent individual employees of  ASDI
  had accumulated more than ten (10) days of sick leave, ASDI shall
  reduce each of the employees' sick leave to ten (10) days in such
  a manner as shall be acceptable to CFS.
  
                  (5)   On  or before the Closing Date, ASDI  shall
  recognize  as  a  liability  on its  Balance  Sheet  all  accrued
  vacation  benefits and make a payment to each employee such  that
  ASDI shall have no vacation obligations to any individual.
  
             (q)   Legal  Compliance.  Except with respect  to  (1)
  compliance   with  Environmental  Laws  (as  to   which   certain
  representations  and  warranties are  made  pursuant  to  Section
  2.1(l)),  (2)  compliance  with  laws  applicable  to  Government
  Contracts (as to which certain representations and warranties are
  made  pursuant  to  Section  2.1(n)),  and  (3)  compliance  with
  Employment   Laws  (as  to  which  certain  representations   and
  warranties  are  made pursuant to Section 2.1(p)),  to  the  best
  knowledge  of the Shareholders and ASDI management,  ASDI  is  in
  material   compliance   with  all  laws  (including   rules   and
  regulations  thereunder)  of federal, state,  local  and  foreign
  governments (and all agencies thereof) applicable thereto.
  
  <PAGE>    36
  
            (r)  Taxes.
  
                  (1)   All  federal, state, local and foreign  tax
  returns  of ASDI and those of the Shareholders relating  to  ASDI
  ("Tax  Returns"), including those Tax Returns relating to income,
  employment, franchise, property, sales and use, and excise taxes,
  and any other taxes due from and/or withheld by or required to be
  withheld  by  ASDI (collectively, "Taxes") for all prior  periods
  have  been  duly  filed,  and are correct  and  complete  in  all
  material  respects.  With respect to the personal Tax Returns  of
  the  Shareholders, each Shareholder makes this representation and
  warranty only to his personal Tax Returns, and not those  of  any
  other Shareholder.
  
                  (2)  All Taxes or estimates thereof that are  due
  have been timely paid.
  
                  (3)  None of the Tax Returns has been audited  or
  is being audited by any taxing authority.
  
                  (4)  No assessment, audit or other proceeding  by
  any  taxing authority, court, or other governmental or regulatory
  authority is proposed, pending, or, to the knowledge of  ASDI  or
  the  Shareholders, threatened with respect to the  Taxes  or  Tax
  Returns  of  ASDI  or  the Shareholders.  Neither  ASDI  nor  any
  Shareholders  have  made any act or omission  which  has  in  any
  material way violated the Subchapter S election of ASDI.
  
                 (5)  There are no outstanding agreements, waivers,
  or  arrangements to indemnify any Shareholder or any other person
  for  any  tax  liability whatsoever, or extending  the  statutory
  period  of limitations applicable to any claim for or the  period
  for  the  collection or assessment of Taxes due for  any  taxable
  period.
  
  <PAGE>    37
  
                  (6)   No  consent to the application  of  Section
  341(f)(2) of the Code (or any predecessor thereof) has been  made
  or filed by or with respect to ASDI or the Shareholders of any of
  their assets and properties.
  
                  (7)  None of the assets and properties of ASDI is
  an  asset  or property that CFS or CRI is or will be required  to
  treat  as  being  (i) owned by any other Person pursuant  to  the
  provisions of Section 168(f)(8) of the Internal Revenue  Code  of
  1954,  as amended, and in effect immediately before the enactment
  of  the  Tax Reform Act of 1986, or (ii) tax-exempt use  property
  within the meaning of Section 168(h)(l) of the Code.
  
                 (8)  No closing agreement pursuant to Section 7121
  of  the  Code  (or  any  predecessor provision)  or  any  similar
  provision  of  any state, local, or foreign law has been  entered
  into by or with respect to ASDI or any assets thereof.
  
                  (9)   All positions taken on Federal Tax  Returns
  that  could give rise to a penalty for substantial understatement
  pursuant to Section 6662 of the Code have been disclosed on  such
  Tax  Returns, or there is or was substantial authority  for  such
  treatment.
                  (10)  ASDI  has  not made any  payments,  is  not
  obligated  to make any payments, nor is a party to any  agreement
  that  under certain circumstances could obligate it to  make  any
  payments  that will not be deductible under Section 280G  of  the
  Code or under Section 162(m) of the Code.
  
                  (11) ASDI is not a party to, is not bound by, nor
  has  any  obligation under any tax sharing agreement  or  similar
  agreement and no such agreement shall be entered into or  amended
  by  ASDI  prior to the Closing.  ASDI does not have any liability
  for
  
  <PAGE>    38
  
  the Taxes of any Person under Treasury Regulation Section 1.1502-
  6  (or any similar provision of state, local, or foreign law), as
  a transferee or successor, by contract, or otherwise.
  
                 (12) ASDI is not a partner in any partnership.
  
                  (13) ASDI has not agreed to or is not required to
  make  any  adjustment pursuant to Section 481(A) of the  Code  by
  reason  of  any change in any accounting method.  ASDI  does  not
  have  application  pending with any taxing  authority  requesting
  permission for a change in any accounting method.
  
             (s)   Licenses, Permits and Authorizations.  ASDI  has
  provided  to  CFS  in  writing a list of all  material  licenses,
  franchises  and  other  permits  of  or  with  any  governmental,
  regulatory or administrative authority, whether foreign, federal,
  state  or  local,  which are held by ASDI.   All  such  licenses,
  franchises  and  other permits are in full force and  effect  and
  there are no proceedings pending or, to the knowledge of ASDI  or
  the   Shareholders,   threatened  that   seek   the   revocation,
  cancellation,  suspension or adverse modification thereof.   Such
  licenses, approvals, consents, franchises and permits constitute,
  in  the reasonable judgment of senior management of ASDI, all  of
  the   material  licenses,  approvals,  consents,  franchises  and
  permits  necessary  to  permit ASDI  to  own,  operate,  use  and
  maintain  their  assets  in the manner  in  which  they  are  now
  operated and maintained and to conduct the business of ASDI.  All
  required  filings  with  respect  to  such  licenses,  approvals,
  consents, franchises, and permits have been timely made  and  all
  required applications for renewal thereof have been timely  filed
  except  as  to  instances wherein the failure to so  timely  file
  would  not  constitute a material noncompliance.   Prior  to  the
  Closing  Date,  ASDI will procure and maintain software  licenses
  for all computer software in its possession.
  
  <PAGE>    39
  
             (t)  Books and Records.  The books of account, all  of
  which  have been made available to CFS, are complete and  correct
  in  all  material respects and have been maintained in accordance
  with ordinary business practices, including, but not limited  to,
  the  maintenance  of  a reasonable system of  internal  controls.
  There  has been no material failure by ASDI to follow the  system
  of  internal controls as this system has been disclosed  to  CFS.
  The minute books of ASDI contain records of all meetings held of,
  and corporate action taken by, the Shareholders and the Board  of
  Directors  of ASDI, and no meetings of such Shareholders  or  any
  such  Board  of Directors has been held at which any  significant
  action was taken for which minutes have not been prepared and are
  not  contained  in such minute books.  To the extent  the  minute
  books and other corporate records of ASDI are not complete as set
  forth  herein,  the  Directors  of  ASDI  and  the  Shareholders,
  including  Matilda  Gross, shall adopt such  resolutions  as  are
  necessary  to bring the minute books and other corporate  records
  of ASDI into compliance with the requirements of this Section 2.1
  (t).
  
            (u)  Insurance.
  
                   (1)    Schedule   2.1(u)  contains   a   summary
  description  of  all  policies of property,  fire  and  casualty,
  product liability, workers' compensation, and all other forms  of
  insurance  held  by ASDI.  True, correct and complete  copies  of
  such insurance policies have been made available to CFS.
  
                  (2)   All  policies described  in  paragraph  (1)
  hereof (A) are valid, outstanding, and enforceable policies,  (B)
  provide  adequate  insurance coverage  for  the  assets  and  the
  operations  of  ASDI  for  all material  risks  normally  insured
  against  by  a Person or entity carrying on the same business  as
  ASDI,  and  (C)  will not terminate or lapse  by  reason  of  the
  transactions contemplated by this Agreement.
  
  <PAGE>    40
  
                  (3)   ASDI  has  not received (A) any  notice  of
  cancellation of any policy described in paragraph (1)  hereof  or
  refusal of coverage thereunder, (B) any notice that any issuer of
  such  policy has filed for protection under applicable bankruptcy
  laws  or  is otherwise in the process of liquidating or has  been
  liquidated,  or  (C) any other notice that such policies  are  no
  longer  in  full force or effect or that the issuer of  any  such
  policy  is  no longer willing or able to perform its  obligations
  thereunder.
  
  Section  2.2     Representations and Warranties by CFS  and  CRI.
  CFS   and  CRI  each  represent  and  warrant  to  ASDI  and  the
  Shareholders, as follows:
  
             (a)  Organization and Qualification.  CFS and CRI  are
  each  corporations duly organized, validly existing and  in  good
  standing  under the laws of their jurisdictions of  incorporation
  and  have all requisite corporate power and authority to  own  or
  lease and operate their properties and to carry on their business
  as  it  is  now  being conducted.  CRI owns beneficially  and  of
  record all of the issued and outstanding capital stock of CFS.
  
             (b)  Authority Relative to Agreements.  Except as  set
  forth  herein with respect to approval by their respective Boards
  of  Directors, CFS and CRI have all requisite corporate power and
  authority  to  enter  into  this Agreement  and  to  perform  its
  obligations  hereunder.   The  execution  and  delivery  of  this
  Agreement by CFS and CRI and the consummation by CFS and  CRI  of
  the Merger Transaction shall be subject to approval by the Boards
  of Directors of CFS and CRI.  Once the Boards of Directors of CFS
  and  CRI  approve the Merger Transaction and this  Agreement  has
  been  duly  executed and delivered by CFS and CRI, this Agreement
  constitutes a valid and binding obligation of CFS and CRI, as the
  case  may be, enforceable against CFS and CRI in accordance  with
  its terms.
  
  <PAGE>    41
  
             (c)   Lack  of  Conflicts with Other Agreements.   The
  execution and delivery of this Agreement by CFS and CRI  and  the
  consummation  by CFS and CRI of the Merger Transaction  will  not
  (i)  conflict with any provision of the Articles of Incorporation
  or  By-laws of CFS or CRI or (ii) result in any violation  of  or
  default  under,  or  permit the acceleration  of  any  obligation
  under,  any  mortgage,  indenture,  lease,  agreement  or   other
  instrument,   permit,  concession,  grant,  franchise,   license,
  judgment,  order,  decree,  statute,  law,  ordinance,  rule   or
  regulation applicable to CFS or CRI, which violation, default  or
  acceleration  would  have  a  material  adverse  effect  on   the
  business, operations or financial condition of CFS or CRI, except
  for  the  Revolving  Credit Agreement  by  and  between  CRI  and
  Manufacturers and Traders Trust Company.  CRI shall use its  best
  efforts to obtain a waiver of any default.
  
              (d)   Consents.   No  consent,  approval,  order   or
  authorization  of, or registration, declaration or  filing  with,
  any  Federal, state, local or foreign governmental or  regulatory
  authority  is required to be made or obtained by CFS  or  CRI  in
  connection  with the execution and delivery of this Agreement  by
  CFS  or  CRI  or  the consummation by CFS or CRI  of  the  Merger
  Transaction, except for filing with the Secretary of State of the
  State of New York.
  
             (e)  Brokers.  No broker, finder, or investment banker
  is entitled to any brokerage, finder's or other fee or commission
  in connection with the Merger Transaction based upon arrangements
  made by or on behalf of CFS or CRI.
  
             (f)  Public Reports.  The SEC and other public filings
  of  CRI  are materially correct and accurate to the best  of  the
  knowledge of CFS and CRI.
  
  <PAGE>    42
  
                             ARTICLE III
                        ADDITIONAL COVENANTS
  
  Section 3.1    Shareholder Approval.
  
            As soon as reasonably practicable following the date of
  this  Agreement, ASDI and the Shareholders shall take all  action
  necessary in accordance with the applicable law and its  Articles
  of Incorporation and By-laws to call a meeting (the "Meeting") of
  its  shareholders to seek Shareholder Approval and for such other
  purposes as may be appropriate.
  
  Section 3.2    Conduct of ASDI's Business.
  
             (a)  Business Conducted in Ordinary Course.  ASDI  and
  the  Shareholders  agree  that from the date  of  this  Agreement
  through  the Closing, unless CFS shall otherwise agree in writing
  or  as  otherwise expressly contemplated by this Agreement,  ASDI
  shall  conduct its business only in the ordinary course and shall
  use   all   reasonable   efforts  to  preserve   their   business
  organizations,   maintain  their  rights  and  franchises,   keep
  available  the  services  of their officers  and  employees,  and
  preserve their relationships with customers, suppliers and others
  having  material business dealings with them.  Specifically,  and
  without limiting the generality of the foregoing, ASDI shall  not
  without  the  written  consent  of  CFS,  which  shall   not   be
  unreasonably withheld or delayed:
  
                   (i)   directly  or  indirectly  do  any  of  the
  following:  (A) issue, sell, pledge, dispose of or  encumber  any
  material assets other than in the ordinary course of its business
  consistent with past practice, (B) amend or propose to amend  its
  Articles  of  Incorporation or By-laws,  (C)  split,  combine  or
  reclassify  any  outstanding shares  of  its  capital  stock,  or
  declare, set aside or
  
  <PAGE>    43
  
  pay any dividend in stock, property or otherwise with respect  to
  such  shares, (D) redeem, purchase, acquire or offer  to  acquire
  any  shares of its capital stock, or (E) enter into any agreement
  with  respect  to  any of the matters set forth in  this  Section
  3.2(a);
  
                  (ii)  (A) issue, sell, pledge or dispose  of,  or
  agree to issue, sell, pledge or dispose of, any additional shares
  of,  or  securities  convertible  or  exchangeable  for,  or  any
  options, warrants or rights of any kind to acquire any shares of,
  its  capital  stock  of  any class or other  property  or  assets
  whether  pursuant  to  any  rights  agreement,  stock  plan,   or
  otherwise,  (B) acquire (by merger, consolidation or  acquisition
  of  stock  or  assets)  any  corporation,  partnership  or  other
  business   organization  or  division  thereof,  (C)  incur   any
  indebtedness  for  borrowed money or issue any  debt  securities,
  except in the ordinary course of its business, (D) enter into any
  new Material Contract or modify any existing Material Contract in
  any  material  respect  except in  the  ordinary  course  of  its
  business  consistent with past practice, (E)  terminate,  modify,
  assign, waive, release or relinquish any material contract rights
  or amend any material rights or claims not in the ordinary course
  of  its  business  consistent with past  practice  or  except  as
  expressly provided herein, or (F) dissolve or liquidate;
  
                  (iii)      grant  any increase in the  salary  or
  other  compensation of its employees or grant any  bonus  to  any
  employee,   except  in  the  ordinary  course  of  its   business
  consistent with past practice;
  
                  (iv) enter into any employment agreement or  make
  any  loan to or enter into any material transaction of any  other
  nature with any officer or other executive employee;
  
  <PAGE>    44
  
                   (v)   take  any  action  to  institute  any  new
  severance  or  termination  pay practices  with  respect  to  any
  directors,  officers  or employees or to  increase  the  benefits
  payable under its severance or termination pay practices;
  
                  (vi)  hire any new employees except for employees
  having  an  annualized  salary  of  less  than  $50,000  who  are
  terminable at will;
  
                  (vii)      adopt or amend, in any respect, except
  as  may  be required by applicable law or regulation, any  bonus,
  profit  sharing,  compensation, stock option,  restricted  stock,
  pension,  retirement, deferred compensation, employment or  other
  employee benefit plan, agreement, trust, fund, or arrangement for
  the  benefit or welfare of any directors, officers or  employees,
  except  in  the  ordinary course of its business consistent  with
  past practice;
  
                 (viii)    mortgage, pledge or otherwise subject to
  any lien, security interest, encumbrance or charge of any nature,
  any  of  its material assets, or become committed so  to  do,  or
  permit or suffer any of such material assets to become subject to
  any  mortgage,  pledge, lien, security interest,  encumbrance  or
  charge  of any nature other than liens for current taxes not  yet
  due and payable, or become committed to do so;
  
                   (ix)   make  any  new  commitments  for  capital
  expenditures in excess of $25,000 individually, or $75,000 in the
  aggregate,  except  for expenditures for maintenance  of  capital
  assets  in  the  ordinary course of its business consistent  with
  past practice.
  
  <PAGE>    45
  
            (b)  Consent of CFS for Changes in Conduct of Business.
  Unless otherwise consented to in writing by CFS, from the Date of
  this Agreement through the Closing, ASDI shall:
  
                  (i)   use all reasonable efforts to maintain  its
  relationships with its suppliers and customers and, if  requested
  by  CFS, make reasonable arrangements as reasonably requested  by
  CFS  for  representatives  of  CFS to  meet  with  customers  and
  suppliers of ASDI;
  
                  (ii) maintain all of the assets used or useful to
  the  business  of  ASDI  in  good repair,  order  and  condition,
  maintain  in  full  force  and effect  all  material  franchises,
  licenses, permits, consents, approvals, rights, waivers and other
  authorizations,  governmental or otherwise, currently  in  effect
  and  maintain  in  full  force  all  policies  of  insurance   or
  satisfactory substitute insurance policies insuring  against  the
  risks,  damages,  and  losses covered by the  insurance  policies
  currently  in  force,  in  each case  consistent  with  its  past
  practice; and
  
                  (iii)      otherwise conduct its business in  the
  ordinary course consistent with past practice.
  
  Section   3.3     Other  Actions.   Subject  to  the  terms   and
  conditions herein provided, each of the parties hereby agrees  to
  use  reasonable efforts to take, or cause to be taken, all action
  and  to do, or cause to be done, all things necessary, proper  or
  advisable  to  consummate  and  make  effective  as  promptly  as
  practicable  the  transactions contemplated  by  this  Agreement,
  including  without limitation using reasonable efforts to  obtain
  all  necessary waivers, consents and approvals and to effect  all
  necessary registrations and filings.
  
  <PAGE>    46
  
  Section   3.4      Inquiries   and  Negotiations.    ASDI   shall
  immediately  cease any existing discussions or negotiations  with
  any  parties  conducted prior to the date of this Agreement  with
  respect  to  the  acquisition of all  or  substantially  all  the
  business of ASDI, whether by sale of assets or shares of  capital
  stock   of   ASDI,  or  by  merger,  consolidation,  or   similar
  transaction  (collectively, an "Acquisition Transaction").   ASDI
  shall   not,  and  shall  not  permit  its  officers,  employees,
  representatives or agents to, directly or indirectly, (i) solicit
  or initiate discussions or negotiations with, or provide any non-
  public  information  to,  any  person  other  than  CFS  and  CRI
  concerning an Acquisition Transaction, or (ii) otherwise  solicit
  or   initiate  inquiries  or  the  submission  of  any   proposal
  contemplating an Acquisition Transaction.
  
  Section 3.5    Notification of Certain Matters.  ASDI shall  give
  prompt  notice to CFS and CRI, and CFS and CRI shall give  prompt
  notice to ASDI of (i) the occurrence, or failure to occur, of any
  event  which such party believes would likely cause  any  of  its
  representations or warranties contained in this Agreement  to  be
  untrue or inaccurate in any material respect at any time from the
  date  of  this  Agreement through the Closing and  (ii)  material
  failure  of ASDI, the Shareholders, CFS or CRI, as the  case  may
  be,  or  any  officer, director, employee or  agent  thereof,  to
  comply with or satisfy any covenant, condition or agreement to be
  complied with or satisfied by it hereunder.
  
  Section 3.6    Access to Information.
  
             (a)   Confidentiality.  ASDI shall cause its officers,
  directors  and employees to, and shall use reasonable efforts  to
  cause   its   representatives  and  agents   (including   without
  limitation  its  attorneys and accountants) to afford,  from  the
  date  of  this  Agreement  through  the  Closing,  the  officers,
  employees  and  agents of CFS and to their respective  legal  and
  financial advisors,
  
  <PAGE>    47
  
  lenders,  financing sources, and their respective legal  advisors
  and  representatives, so long as such Persons agree  to  maintain
  the  confidentiality of such information in accordance with  this
  Agreement,  complete  access  at  all  reasonable  times  to  its
  officers, employees, agents, properties, books, records, and work
  papers, and  shall furnish CFS all financial, operating and other
  data  and information as CFS, through its officers, employees  or
  agents, may reasonably request.
  
            (b)  Evaluation Materials.  Except for any governmental
  filings   required   in  order  to  complete   the   transactions
  contemplated  herein, and except as CFS and  ASDI  may  agree  in
  writing,  each  party hereto shall keep all Evaluation  Materials
  (hereinafter  defined) confidential, and, except as  required  by
  applicable law, no party shall disclose any Evaluation  Materials
  or  any  information contained therein to any  Person;  provided,
  however, that any such information may be disclosed by any  party
  hereto   (i)  to  its  legal  and  financial  advisors,  lenders,
  financing  sources  and  their  respective  legal  advisors   and
  representatives, so long as such Persons agree  to  maintain  the
  confidentiality  of  such  information in  accordance  with  this
  Section  3.6,  and  (ii)  to  those of  such  party's  directors,
  officers, employees, agents and representatives who need to  know
  such  information for the purposes of evaluating the transactions
  contemplated  hereby  (it being understood that  such  directors,
  officers, employees, agents and representatives shall be informed
  by  such party of the confidential nature of such information and
  shall  be  directed by such party, and shall each agree to  treat
  such  information confidentially in accordance with this  Section
  3.6).   Without limiting the generality of the foregoing, in  the
  event   that  the  transactions  contemplated  hereby   are   not
  consummated,  neither  party hereto nor its directors,  officers,
  employees,  agents  or  representatives  shall  use  any  of  the
  Evaluation Materials made available to it by another party hereto
  for  any purpose.  The foregoing restrictions shall not apply  to
  any
  
  <PAGE>    48
  
  disclosure  by  CFS or CRI after the Closing of  any  information
  disclosed by ASDI.
  
            (c)  Mandatory Disclosure.  In the event that any party
  hereto  or  any of its representatives receives a request  or  is
  required  (by  applicable law, regulation or  legal  process)  to
  disclose  all  or  any part of the information contained  in  the
  Evaluation Materials, such party or its representatives,  as  the
  case  may  be, shall (i) promptly notify the disclosing party  of
  the  existence, terms and circumstances surrounding  advisability
  of  taking  legally  available steps to  resist  or  narrow  such
  request,  and  (iii)  assist the disclosing party  in  seeking  a
  protective order or other appropriate remedy.  In the event  that
  such protective order or other remedy is not obtained or that the
  disclosing  party  waives compliance with the provisions  hereof,
  (i)  such party or its representatives, as the case may  be,  may
  disclose only that portion of the Evaluation Materials which such
  party  is advised by opinion of legal counsel is legally required
  to  be  disclosed and shall exercise reasonable efforts to assist
  the  disclosing  party in obtaining assurance  that  confidential
  treatment will be accorded such and (ii) such party shall not  be
  liable for such disclosure unless disclosure to any such tribunal
  was  caused  by  or resulted from a previous disclosure  by  such
  party or its representatives not permitted by this Section 3.6.
  
             (d)   Termination of the Agreement.  If this Agreement
  is  terminated, the parties hereto shall comply with the terms of
  the Confidentiality Agreement.
  
  Section  3.7     Public  Announcements.   Except  to  the  extent
  otherwise   required  by  applicable  law,  neither   ASDI,   the
  Shareholders, CFS nor CRI shall make, issue or release  any  oral
  or  written  public  announcement  or  statement  concerning,  or
  acknowledgment  of  the  existence  of,  or  reveal  the   terms,
  conditions
  
  <PAGE>    49
  
  or   status  of,  the  Merger  Transaction  or  make  any   other
  communication  to  its  shareholders  or  the  investing  public,
  directly  or  indirectly  (including  without  limitation   press
  releases  and  statements to securities analysts), without  first
  making  a good faith attempt to obtain the prior approval of,  or
  concurrence in, the contents of such announcement, acknowledgment
  or  statement by the other of them, which approval or concurrence
  shall not be unreasonably withheld or delayed.
  
  Section 3.8    CRI Stock Acquired by the Shareholders.
  
              (a)    Disclosure  of  Information.   ASDI  and   the
  Shareholders  have received all of the information they  consider
  necessary or appropriate for deciding whether to acquire the  CRI
  Stock.   They further represent that they have had an opportunity
  to  ask  questions and receive answers from CRI and CFS regarding
  the terms and conditions of the offering of the CRI Stock.
  
             (b)  Investment Experience.  ASDI and the Shareholders
  have  substantial  experience  in  evaluating  and  investing  in
  private  placement  transactions so  that  they  are  capable  of
  evaluating  the merits and risks of its investment in CRI  Stock.
  By  reason  of  ASDI and the Shareholders' business or  financial
  experience  or  the  business or financial  experience  of  their
  professional advisors who are unaffiliated with and who  are  not
  compensated  by  CRI or any affiliate or selling  agent  of  CRI,
  directly  or indirectly, they have the capacity to protect  their
  own  interests  in  connection with the acquisition  of  the  CRI
  Stock.
  
             (c)  Restricted Securities.  ASDI and the Shareholders
  understand  that  the CRI Stock is characterized  as  "restricted
  securities" under the federal securities laws inasmuch as  it  is
  being  acquired from CRI in a transaction not involving a  public
  offering and that under such laws and applicable regulations such
  
  <PAGE>    50
  
  CRI stock may be resold without registration under the Securities
  Act only in certain limited circumstances.  In this respect, ASDI
  and  the Shareholders represent that they are familiar with  Rule
  144 promulgated under the Securities Act, as presently in effect,
  and understand  the  resale  limitations  imposed  thereby  and
  otherwise by the Securities Act.
  
             (d)   Further Limitations on Disposition.  Without  in
  any  way  limiting the representations set forth in this  Section
  3.8  or  Section 3.9, each of the Shareholders severally and  not
  jointly further agrees not to make any disposition of all or  any
  portion  of the CRI stock unless and until there is in  effect  a
  Registration  Statement under the Securities  Act  covering  such
  proposed  disposition and such disposition is made in  accordance
  with   such   Registration  Statement;  or  (i)   such   of   the
  Shareholder(s)   shall  have  notified  CRI   of   the   proposed
  disposition  and  shall  have  furnished  CRI  with  a   detailed
  statement   of   the  circumstances  surrounding   the   proposed
  disposition, and (ii) if reasonably requested by CRI, such of the
  Shareholder(s)  shall  have furnished  CRI  with  an  opinion  of
  counsel,  reasonably satisfactory to CRI, that  such  disposition
  will  not require registration under the Securities Act.   It  is
  agreed  that  CRI  will  not  require  opinions  of  counsel  for
  transactions certified by the respective Shareholder to  be  made
  in  accordance  with  Rule 144, except in unusual  circumstances.
  Any disposition of CRI Stock by a Shareholder while employed,  or
  within  three months of being employed, by CFS (or its affiliate)
  whether  or  not pursuant to an effective Registration  Statement
  shall  not  exceed  the volume limits which are applicable  under
  Rule 144 once holding period requirements have been satisfied.
  
             (e)   Legends.   It is understood that the  securities
  issued  in respect thereof or exchange therefor, may bear one  or
  all of the following legends:
  
  <PAGE>    51
  
                  (i)  "THIS SECURITY HAS NOT BEEN REGISTERED UNDER
  THE  SECURITIES  ACT OF 1933.  IT MAY NOT BE  SOLD,  OFFERED  FOR
  SALE,  PLEDGED  OR HYPOTHECATED IN THE ABSENCE OF A  REGISTRATION
  STATEMENT IN EFFECT WITH RESPECT TO THE SECURITY UNDER  SUCH  ACT
  OR  AN  OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY
  THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO
  RULE 144 OF SUCH ACT."
  
                  (ii) Any legend required by the Blue Sky laws  of
  any  state to the extent such laws are applicable to the security
  so legended.
  
             (f)   Accredited Investor.  ASDI and the  Shareholders
  are  accredited investors as defined in Rule 501(a) of Regulation
  D promulgated under the Securities Act.
  
  Section   3.9     Restriction  on  Transferability   of   Shares,
  Compliance with Securities Act of 1933.
  
            (a)  Restrictions on Transferability.  The Shares shall
  not  be  transferable  except upon the  conditions  specified  in
  Section  3.8(d)  or  in  this Section 3.9, which  conditions  are
  intended  to  insure  compliance  with  the  provisions  of   the
  Securities Act in respect of the transfer of the CRI Stock.
  
            (b)  Certain Definitions.  As used in this Section 3.9,
  the following terms shall have the following respective meanings:
  
                   "Commission"  shall  mean  the  Securities   and
  Exchange  Commission  or any other federal  agency  at  the  time
  administering the Securities Act and the Exchange Act.
  
                  "Exchange Act" shall mean the Securities Exchange
  Act  of  1934, as amended, or any successor federal statute,  and
  the
  
  <PAGE>    52
  
  rules  and regulations of the Commission thereunder, all  as  the
  same shall be in effect from time to time.
  
                  "Securities Act" shall mean the Securities Act of
  1933, as amended, or any successor federal statute, and the rules
  and  regulations of the Commission thereunder, all  as  the  same
  shall be in effect at the time.
  
                  "Registration Stock" shall mean those  shares  of
  the  CRI  Stock designated by the Shareholder pursuant to Section
  3.9  as  includable  in  the  registration  to  be  made  by  CRI
  hereunder.
  
                  "Registration Expenses" shall mean  all  expenses
  incurred  by  CRI  or  CFS  in  complying  with  Subsection  3.9,
  including,  without  limitation,  printing  expenses,  fees   and
  disbursements of counsel to CRI or CFS, the fees and expenses  in
  connection  with all registrations or exemption from registration
  under  state  securities  law  affecting  the  transfer  of   the
  Registration Stock ("Blue Sky Expenses") in New York  and  up  to
  five  other  states, and the expenses of any regular  or  special
  audits  incident  to  or required by any such registrations  (and
  including  the compensation of regular employees of  CRI  or  CFS
  involved in such registration).
  
                   "Registration  Period"  shall  mean  the  period
  beginning  on the date on which the shelf registration  is  first
  declared effective by the Commission and terminating when all  of
  the  CRI  Stock  issued  hereunder has  been  sold  or  otherwise
  transferred  or disposed of by the Shareholders but in  no  event
  later than the third anniversary of the Closing Date.
  
                  "Selling  Expenses" shall mean  all  underwriting
  discounts  and selling commissions applicable to the  sales,  and
  all   fees   and  disbursements  of  personal  counsel   to   the
  Shareholders.
  
  <PAGE>    53
  
        (c)   Required Registration.  Within nine (9) months  after
  the Closing, CRI shall forthwith proceed to:
  
             (i)   prepare  and  file with the Commission  a  Shelf
  registration with respect to the Registration Stock, use its best
  efforts  to  cause it to become and remain effective  during  the
  Registration  Period,  and  pay  all  Registration  Expenses   in
  connection therewith;
  
              (ii)  prepare  and  file  with  the  Commission  such
  amendments  and  supplements to such registration  statement  and
  prospectus  used in connection therewith as may be  necessary  to
  keep such registration statement effective and to comply with the
  provisions  of  the Securities Act with respect  to  delivery  of
  prospectuses   for  the  period  during  which  the   information
  contained in the prospectus would not have to be updated pursuant
  to  Section  10(a)(3) of the Securities Act;  provided,  however,
  that if at any time during such period of effectiveness CRI shall
  request   that   the  Shareholder  withhold   their   Shares   of
  Registration Stock from sale because of CRI's temporary inability
  to   furnish  the  Shareholder  with  a  prospectus  meeting  the
  requirements of the Securities Act (other than as a result of the
  application  of  Section  10(a)(3) of the  Securities  Act),  the
  Shareholder shall refrain from selling such Registration Stock on
  the condition that CRI shall file such amendments and supplements
  to   such   registration  statement  and  prospectus  issued   in
  connection  therewith as may be necessary in order to permit  the
  sale  of the Registration Stock to the public in compliance  with
  the  Securities Act for an additional amount of time equal to the
  period of time that the Shareholder was required to refrain  from
  selling  such  Registration Stock if  Rule  144  would  not  then
  provide an exemption from registration;
  
             (iii)      furnish to the Shareholders such number  of
  copies of a prospectus in conformity with the requirements of the
  
  <PAGE>    54
  
  Securities Act, and such other documents, as the Shareholders may
  reasonably  request  in order to facilitate the  public  sale  or
  other  disposition  of  the  Registration  Stock  owned  by   the
  Shareholders; and
  
             (iv)  use its best efforts to register or qualify  the
  Registration  Stock covered by such registration statement  under
  such  other securities or blue sky laws of such jurisdictions  as
  the Shareholders shall reasonably request (not exceeding five  in
  number  unless  otherwise agreed by CRI) as shall  be  reasonably
  appropriate  for  the  distribution  of  the  Registration  Stock
  covered  by such registration statement, provided that CRI  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 jurisdiction, and do any and all
  other  acts  and  things which may be necessary or  desirable  to
  enable  the  Shareholder to consummate the public sale  or  other
  disposition of the Registration Stock in such jurisdictions;
  
         (d)   Indemnification  by  CRI.   In  the  event  of   any
  registration of any Registration Stock under the Securities  Act,
  CRI  shall, and hereby does, indemnify and hold harmless  in  the
  case of any registration statement filed pursuant to Section 3.9,
  the  Shareholders,  each  other person  who  participates  as  an
  underwriter  in  the offering or sale of Registration  Stock  and
  each  other person, if any, who controls such seller or any  such
  underwriter  within the meaning of Section 15 of  the  Securities
  Act, against any losses, claims, damages or liabilities, joint or
  several, to which the Shareholder or any such director or officer
  or underwriter or controlling person may become subject under the
  Securities  Act  or  otherwise, insofar as such  losses,  claims,
  damages  or  liabilities  (or  actions  or  proceedings,  whether
  commenced or threatened, in respect thereof) arise out of or  are
  based  upon  any untrue statement or alleged untrue statement  of
  any material fact
  
  <PAGE>    55
  
  contained   in  any  registration  statement  under   which   the
  Registration Stock was were registered under the Securities  Act,
  any   preliminary   prospectus,  final  prospectus   or   summary
  prospectus  contained  therein, or any  amendment  or  supplement
  thereto,  or any omission or alleged omission to state therein  a
  material fact required to be stated therein or necessary to  make
  the  statements  therein in light of the circumstances  in  which
  they  were  made  not  misleading, and CRI  shall  reimburse  the
  Shareholder, and each such underwriter and controlling person for
  any  legal or any other expenses reasonably incurred by  them  in
  connection with investigating or defending any such loss,  claim,
  liability, action or proceeding; provided that CRI shall  not  be
  liable  in any such case to the extent that any such loss, claim,
  damage, liability (or action or proceeding in respect thereof) or
  expense  arises  out of or is based upon an untrue  statement  or
  alleged untrue statement or omission or alleged omission made  in
  such  registration  statement, any such  preliminary  prospectus,
  final prospectus, summary prospectus, amendment or supplement  in
  reliance   upon  and  in  conformity  with  written   information
  furnished  to  CRI  by  or on behalf of the Shareholder  or  such
  underwriter,  as  the  case may be, for use  in  the  preparation
  thereof; and provided further that CRI shall not be liable to any
  person who participates as an underwriter in the offering or sale
  of  Registration Stock or any other person, if any, who  controls
  such underwriter within the meaning of the Securities Act, in any
  such  case  to  the  extent that any such  loss,  claim,  damage,
  liability (or action or proceeding in respect thereof) or expense
  arises out of such person's failure to send or give a copy of the
  final  prospectus,  as  the  same may  be  then  supplemented  or
  amended,  to the person asserting an untrue statement or  alleged
  untrue  statement or omission or alleged omission at or prior  to
  the  written  confirmation of the sale of Registration  Stock  to
  such  person if such statement or omission was corrected in  such
  final prospectus.
  
  <PAGE>    56
  
        (e)   Indemnification by the Shareholder.  In the event  of
  any  registration of Registration Stock under Section 3.9(c), the
  Shareholder  shall, and hereby does indemnify and  hold  harmless
  (in  the  same  manner and to the same extent  as  set  forth  in
  Section 3.9(d)) severally and not jointly, CRI, each director  of
  CRI,  each  officer  of CRI and each other person,  if  any,  who
  controls  CRI within the meaning of Section 15 of the  Securities
  Act,  with  respect to any statement or alleged statement  in  or
  omission  or  alleged omission from such registration  statement,
  any   preliminary   prospectus,  final  prospectus   or   summary
  prospectus  contained  therein, or any  amendment  or  supplement
  thereto,  if  such statement or alleged statement or omission  or
  alleged omission was made in reliance upon and in conformity with
  written  information about such Shareholder furnished to  CRI  by
  such  Shareholder for use in the preparation of such registration
  statement,  preliminary  prospectus,  final  prospectus,  summary
  prospectus, amendment or supplement.
  
        (f)  Cooperation, Furnishing of Information.  It shall be a
  condition  precedent to the obligation of CRI to take any  action
  pursuant to Section 3.9(c) that the Shareholder shall (i) appoint
  a  single counsel authorized to represent all of the Shareholders
  in  connection  with registration of the Registration  Stock  and
  (ii)   furnish  to  CRI  promptly  in  writing  such  information
  regarding the Shareholder, the CRI Stock held by the Shareholder,
  and  the intended method of disposition of the Registration Stock
  as  CRI  shall  reasonably request and as shall  be  required  in
  connection with the registrations to be undertaken by CRI.
  
        (g)  Expense.  CRI shall pay all Registration Expenses,  as
  defined  herein,  and  the  Shareholder  shall  pay  all  Selling
  Expenses,  as defined herein, pro rata in accordance  with  their
  ownership  of  Registration  Stock required  in  connection  with
  registration of the Registration Stock.
  
  <PAGE>    57
  
        (h)   Notice of Sale.  Until the third anniversary  of  the
  Closing, and thereafter so long as he is an employee and a holder
  of  more than 5% of the total outstanding CRI Stock of CRI,  each
  Shareholder  shall  notify CRI, in writing,  at  least  five  (5)
  business  days  prior to the date on which he  intends  to  sell,
  offer to sell or place an order to sell any share of Registration
  Stock  ("Sale  Notice").  Upon receipt of any  Sale  Notice,  CRI
  shall  have  the  right to delay the sale of  Registration  Stock
  intended  to be sold by Shareholder if, and for such time  period
  as,  (i) in the opinion of legal counsel to CRI, such sale  would
  violate   applicable  federal  or  state  securities   laws   and
  regulations  as  a  result of any material  pending  or  proposed
  transaction  of  CRI or any of its affiliates,  or  (ii)  in  the
  opinion  of management of CRI, CRI would be required to amend  or
  supplement  the registration statement to disclose  a  previously
  undisclosed  development  in its business  or  affairs  and  such
  disclosure at such time would have a material adverse  effect  on
  CRI;  provided, however, that the aggregate period  of  all  such
  delays  during any 12-month period shall not exceed 90  days,  as
  calculated from the date on which Shareholder intends to sell any
  Registration  Stock as specified in each applicable Sale  Notice.
  CRI shall exercise its right to delay any proposed sale by giving
  written  notice  of such exercise to Shareholder within  two  (2)
  business  days  following  CRI's receipt  of  Shareholder's  Sale
  Notice.
  
                             ARTICLE IV
                      CONDITIONS TO THE MERGER
  
  Section 4.1    Conditions to the Merger.  The obligation  of  CFS
  and  CRI  to  effect  the merger is subject to the  satisfaction,
  prior  to the Closing of each of the following conditions  unless
  waived by CFS and CRI:
  
  <PAGE>    58
  
              (a)    Shareholder  Approval  by  ASDI.   Shareholder
  Approval  shall have been obtained by the requisite vote  of  the
  Shareholders.   At  the Closing, ASDI shall deliver  a  certified
  resolution reflecting the outcome of the Shareholder vote.
  
             (b)  No Injunction.  No order, decree, ruling or other
  action   of   a   court  or  governmental  agency  of   competent
  jurisdiction, restraining, enjoining or otherwise prohibiting the
  Merger Transaction, shall be in effect.
  
              (c)   Accuracy  of  Representations  and  Warranties;
  Compliance  with  Covenants;  and  Absence  of  Material  Adverse
  Change.   The  representations and warranties  of  ASDI  and  the
  Shareholders herein shall be accurate in all material respects at
  and   as  of  the  Closing  (except  to  the  extent  that   such
  representation and warranty speaks as of another date).  ASDI and
  the  Shareholders  shall have complied in all  material  respects
  with  the  covenants it has agreed herein to  undertake;  and  no
  material  adverse  change shall have occurred  to  the  business,
  operations  or  financial condition of ASDI since  September  30,
  1995.
  
             (d)  Satisfaction of Conditions Precedent by ASDI  and
  the  Shareholders.  ASDI shall have delivered to CFS certificates
  signed  by an officer of ASDI and the Shareholders, respectively,
  dated  the Closing, certifying that, to the best of the knowledge
  of  such officer and the Shareholder, the conditions specified in
  Section 4.1 as they relate to ASDI have been fulfilled.
  
             (e)   Consents Required to be Obtained by  ASDI.   Any
  consent  required  for the consummation of the Merger  under  any
  agreement, contract or license described in a schedule hereto  or
  for  the  continued  enjoyment by ASDI of  the  benefits  of  any
  agreement,  contract or license described in  a  schedule  hereto
  after
  
  <PAGE>    59
  
  the Merger shall have been obtained, except where the failure  to
  obtain such consent would not have a Material Adverse Effect.
  
              (f)    Employment   Agreements.   The   Shareholders,
  individually, shall have executed and delivered to CFS not  later
  than  the  Closing,  employment agreements on the  form  attached
  hereto as Exhibit 4.2(d).
  
            (g)  Material Changes to Operations of ASDI.  CFS shall
  not  have been informed by a member of senior management of  ASDI
  that  any customer intends to terminate or modify in any material
  respect its existing contractual relationship with ASDI after the
  effective time of the Merger.
  
             (h)   Accuracy of ASDI Representations and Warranties.
  ASDI  shall  have delivered all assignments, consents,  approvals
  and  other  documents, certificates and instruments  as  CFS  may
  reasonably request for the purpose of (i) evidencing the accuracy
  and  completeness  of any of the representations,  warranties  or
  statements,  the  performance of any covenants or  agreements  of
  ASDI or the compliance by ASDI with any of the conditions, all as
  contained  or referred to in this Agreement, or (ii) effectuating
  or  confirming the consummation of the transactions  contemplated
  hereby.
  
             (i)   Financing.  CRI or CFS shall have obtained  debt
  financing  from  an  outside lender in at least  the  amounts  of
  $5,000,000 (Five Million Dollars) in long-term debt at an  annual
  interest  rate  which  does not exceed  10%,  and  an  additional
  $2,500,000  (Two  Million Five Hundred Thousand Dollars)  in  net
  working capital at an annual interest rate which does not  exceed
  the  prime rate of interest. CRI and CFS have obtained  a  letter
  proposal,  and  have  given a copy of same to  ASDI,  from  CRI's
  lender,  Manufacturers and Traders Trust Company,  dated  January
  18, 1996, to
  
  <PAGE>    60
  
  provide  such  financing, and CRI will use its  best  efforts  to
  finalize  and effectuate such financing within 30 days after  the
  date hereof.
  
             (j)   Corporate Records of ASDI.  Prior to or  at  the
  Closing,  CFS  shall have received possession of  all  corporate,
  accounting, business and tax records of ASDI.
  
             (k)   Transactional Materials of ASDI.  The  form  and
  substance  of all actions, proceedings, instruments and documents
  required  to  consummate the transactions  contemplated  by  this
  Agreement  shall be satisfactory in all reasonable and  customary
  respects to CRI, CFS, and their counsel.
  
            (l)  Sick Leave.  Pursuant to Section 2.1(p)(4) of this
  Agreement,  at the Closing Date, no employee of ASDI  shall  have
  accumulated more than ten (10) days of sick leave.
  
             (m)   Vacation. Pursuant to Section 2.1(p)(5) of  this
  Agreement, at the Closing Date, ASDI shall have no liability  for
  vacation  on behalf of any individual, and the Balance  Sheet  of
  ASDI   shall   have  recognized  the  satisfaction  of   vacation
  liabilities.
  
  Section 4.2    Conditions to the Merger.  The obligation  of  the
  Shareholders  and  ASDI to effect the merger is  subject  to  the
  satisfaction,  prior  to the Closing of  each  of  the  following
  conditions unless waived by ASDI and the Shareholders:
  
             (a)  No Injunction.  No order, decree, ruling or other
  action   of   a   court  or  governmental  agency  of   competent
  jurisdiction, restraining, enjoining or otherwise prohibiting the
  Merger Transaction, shall be in effect.
  
  <PAGE>    61
  
              (b)   Accuracy  of  Representations  and  Warranties;
  Compliance  with  Covenants;  and  Absence  of  Material  Adverse
  Change.  The representations and warranties of CRI and CFS herein
  shall  be  accurate in all material respects at  and  as  of  the
  Closing  (except  to  the  extent that  such  representation  and
  warranty  speaks  as of another date).  CRI and  CFS  shall  have
  complied  in  all  material respects with the  covenants  it  has
  agreed herein to undertake; and no material adverse change  shall
  have  occurred to the business, operations or financial condition
  of CRI or CFS since December 29, 1995.
  
             (c)   Satisfaction of Conditions Precedent by CRI  and
  CFS.   CRI  and  CFS  shall  have  delivered  to  ASDI  and   the
  Shareholders  certificates signed by officers  of  CRI  and  CFS,
  respectively, dated the Closing, certifying that, to the best  of
  the  knowledge  of  such  officer, the  conditions  specified  in
  Section 4.2 as they relate to CRI and CFS have been fulfilled.
  
             (d)   Employment Agreements.  CFS shall have  executed
  and  delivered  the  employment agreements on the  form  attached
  hereto as Exhibit 4.2(d).
  
  
             (e)  Transactional Materials of CFS and CRI.  The form
  and  substance  of  all  actions,  proceedings,  instruments  and
  documents required to consummate the transactions contemplated by
  this  Agreement  shall  be satisfactory  in  all  reasonable  and
  customary respects to ASDI and its counsel.
  
  
              (f)    Assumption   of   Debt  Obligations   of   the
  Shareholders.   At  the Closing, CFS and CRI  shall  release  the
  Shareholders   from   identified  debts  they   have   personally
  guaranteed on behalf of ASDI.
  
  <PAGE>    62
  
             (g)   Lease of East Elmhurst Facility.  Messrs.  Gross
  and  Tchorbajian shall enter into a lease with CFS on such  terms
  and conditions as are acceptable and have already been agreed  to
  between CFS and Messrs. Gross and Tchorbajian.
  
  <PAGE>    63
                                  
                              ARTICLE V
                     TERMINATION AND ABANDONMENT
  
  Section 5.1    Termination by Mutual Consent.  This Agreement may
  be  terminated and the Merger Transaction may be abandoned at any
  time  prior  to  the  Closing, before or after  ASDI  Shareholder
  Approval or approval by the respective Boards of Directors of CFS
  and  CRI shall have been obtained, by the mutual consent of ASDI,
  CRI  and CFS (by action of the respective Boards of Directors  of
  CFS and CRI).
  
  Section  5.2     Termination  by  ASDI  or  CFS  and  CRI.   This
  Agreement  may  be terminated and the Merger Transaction  may  be
  abandoned  by  either  ASDI or CFS and CRI (by  action  of  their
  respective Boards of Directors) if (a) the Merger shall not  have
  been  consummated on or before 45 days after the date hereof,  or
  such  later  date  as may be mutually agreed to  by  the  parties
  hereto (but only if the party seeking to terminate this Agreement
  is  not otherwise in breach in any material respect of any of its
  obligations hereunder) or (b) any court or governmental agency of
  competent  jurisdiction shall have issued  an  order,  decree  or
  ruling  or  taken  any  other  action restraining,  enjoining  or
  otherwise  prohibiting  the Merger Transaction  and  such  order,
  decree,  ruling,  or  other action shall have  become  final  and
  nonappealable.
  
  Section  5.3     Termination  by ASDI.   This  Agreement  may  be
  terminated and the Merger Transaction may be abandoned by ASDI if
  (a)  CFS  or  CRI  shall have failed to comply  in  any  material
  respect with any of the covenants or agreements contained in this
  Agreement  to be complied with or performed by it or them  at  or
  prior  to the Closing and such failure has not been cured  within
  30  days  after  receipt  of notice thereof,  or  (b)  it  become
  reasonably certain that CFS and CRI will be unable to satisfy any
  material  condition to the Merger Transaction  as  set  forth  in
  Section 4.2 on or before the
  
  <PAGE>    64
  
  Closing, or (c) except as disclosed to and waived by ASDI and the
  Shareholders, there shall have occurred an event which shall have
  caused  a  Material  Adverse Effect, or the  representations  and
  warranties  of  CRI  or CFS shall have been  breached  or  become
  inaccurate in a material respect as of the Closing.
  
  Section 5.4    Termination by CFS and CRI.  This Agreement may be
  terminated and the Merger Transaction may be abandoned by CFS and
  CRI  (by action of the respective Boards of Directors of CFS  and
  CRI)  if  (a)  ASDI shall have failed to comply in  any  material
  respect with any of the covenants or agreements contained in this
  Agreement to be complied with or performed by it at or  prior  to
  the  Closing and such failure has not been cured within  30  days
  after  receipt  of  notice  thereof, (b)  it  becomes  reasonably
  certain  that  ASDI  will  be  unable  to  satisfy  any  material
  condition  to the Merger Transaction as set forth in Section  4.1
  on  or  before the 45th day after the date hereof, or  (c)  there
  shall  have occurred an event which shall have caused a  Material
  Adverse  Effect,  or the representations and warranties  of  ASDI
  have been breached or become inaccurate in a material respect  as
  of the Closing.
  
  Section  5.5     Effect of Termination.  Except  as  provided  in
  Section  3.6(b)  hereof with respect to information  obtained  in
  connection  with  the transactions contemplated  hereby,  in  the
  event of the termination of this Agreement and the abandonment of
  the  Merger  Transaction, this Agreement shall thereafter  become
  void  and  have  no effect, and no party thereto shall  have  any
  liability  to  any  other  party hereto or  its  shareholders  or
  directors or officers in respect thereof, and each party shall be
  responsible  for  its  own expenses, except that  nothing  herein
  shall  relieve  any party from liability for any  willful  breach
  thereof.    Except  as  provided  in  the  immediately  preceding
  sentence, and whether or not the Merger is consummated, all costs
  and expenses incurred in connection with
  
  <PAGE>    65
  
  this Agreement and the transactions contemplated hereby shall  be
  paid by the party incurring such expenses.
  
  Section  5.6     Amendment.  This Agreement may  not  be  amended
  except  by an instrument in writing signed on behalf of  each  of
  the parties hereto.
  
  Section 5.7    Waiver.  Any time prior to the Closing, any  party
  hereto may (a) in the case of CFS or CRI, extend the time for the
  performance of any of the obligations or other acts of  ASDI  or,
  subject to the provisions contained in Section 5.6 hereof,  waive
  compliance  with  any  of the agreements  of  ASDI  or  with  any
  conditions to the respective obligations of CFS or CRI, or (b) in
  the  case of ASDI, extend the time for the performance of any  of
  the  obligations or other acts of CFS or CRI, or waive compliance
  with any conditions to its own obligations.  Any agreement on the
  part  of a party hereto to any such extension or waiver shall  be
  valid  if set forth in an instrument in writing signed on  behalf
  of such party by a duly authorized officer.
  
                             ARTICLE VI
                            MISCELLANEOUS
  
  Section  6.1     Notices.   All notices and other  communications
  among the parties shall be in writing and shall be deemed to have
  been  duly given when (i) delivered in person, or (ii) five  days
  after  posting  in  the  United  States  mail  having  been  sent
  registered or certified mail return receipt requested,  or  (iii)
  delivered  by  facsimile and promptly confirmed  by  delivery  in
  person  or post as aforesaid in each case, with postage  prepaid,
  addressed as follows:
  
  <PAGE>    66
  
            (a)  If to CFS or CRI, to:
  
                 Comptek Federal Systems, Inc.
                 2732 Transit Road
                 Buffalo, New York   14224
                 Attention: John J. Sciuto
                 Facsimile No.: (716) 677-0014
                 With a copy to:
  
                 Comptek Research, Inc.
                 2732 Transit Road
                 Buffalo, New York   14224
                 Attention: Randy C. Fahs
                 Facsimile No.: (716) 677-0014
  
            (b)  If to ASDI, to:
  
                 Advanced Systems Development, Inc.
                 96-10 23rd Avenue
                 East Elmhurst, New York 11369-1230
                 Attention: Michael Gross
                 Facsimile No.: (718) 565-0288
  
                 With a copy to:
  
                 Oscar D. Folger, Esq
                 521 Fifth Avenue
                 New York, New York 10175
                 Facsimile No.: (212) 697-7833
  <PAGE>    67
  
  or  such other address as shall be furnished available in writing
  by  any party to the others prior to the giving of the applicable
  notice or communication.
  
  Section  6.2    Counterparts.  This Agreement may be executed  in
  more  than  one  counterpart, each of which shall  be  deemed  an
  original, but all of which together shall constitute one and  the
  same  instrument.   CFS,  CRI, ASDI, the Shareholders  (including
  Matilda  Gross) and their respective attorneys agree to  treat  a
  facsimile of a signature as fully binding the individual  in  his
  or her personal and/or corporate capacity, as the case may be.
  
  Section 6.3    Headings.  The headings herein are for convenience
  or  reference  only, do not constitute a part of this  Agreement,
  and  shall not be deemed to limit or affect any of the provisions
  of this Agreement.
  
  Section  6.4    Survival of Representations or Warranties.   Each
  of   the   representations  or  warranties,   and   the   related
  indemnities,  included or provided for herein or in any  schedule
  or  certificate  or  other document delivered  pursuant  to  this
  Agreement, shall survive after the Effective Time for all  claims
  for  which notice is given on or before June 30, 1997, and  shall
  thereafter expire.
  
  Section  6.5     Indemnification.   If,  as  a  result   of   the
  transactions  contemplated by this Agreement, and any  agreements
  related  to  or arising therefrom with respect to the transaction
  contemplated  by this Agreement, ASDI materially fails  to  fully
  and  properly perform all of its material obligations  hereunder,
  then  the  Shareholders, hereby agree to defend,  indemnify,  and
  hold  harmless  CFS,  its  officers,  directors,  employees,  and
  agents,  including those of its parent and affiliated  companies,
  in  connection  with  any  economic  loss,  and  any  threatened,
  pending,  or completed actions or proceedings or appeals therein,
  whether civil,
  
  <PAGE>    68
  
  criminal, administrative or investigative, in accordance with and
  to  the fullest extent permitted by law.  This obligation by  the
  Shareholders  to  defend,  indemnify,  and  hold  harmless  shall
  include,  but  not be limited to, advancing all costs,  expenses,
  and  attorneys' fees reasonably expected to be incurred by or  on
  behalf of CFS and CRI.
  
  All obligations of the Shareholders under this Agreement, whether
  for  representations  or  warranties, or for  indemnification  or
  otherwise,  are several (pro rata with their ownership  in  ASDI,
  except  that  Michael  Gross  shall  bear  the  liability   which
  otherwise would have attached to the 6.34% of the Shares of  ASDI
  held  by  Matilda  Gross, in addition to the  liability  for  the
  38.66%  of  the  ASDI Shares that he held.) and not  joint.   The
  procedures  for  indemnification of CRI and  CFS,  including  the
  amounts subject thereto, and the liability cushion therefor shall
  be  as are set forth in Article I of this Agreement.  In no event
  shall  any  Shareholder have any liability for any representation
  or  warranty, or any related indemnity, it being understood  that
  the  sole recourse of CRI and CFS shall be to proceed against the
  escrow.  Damages  for misrepresentations shall be  taken  at  the
  actual  amount  thereof,  without application  of  any  multiple,
  notwithstanding that multiples may have been used in  negotiating
  the  purchase  price.  Effective at the  date  of  Closing,  each
  Shareholder  and Matilda Gross expressly waive any  claims  known
  and unknown against ASDI, including but not limited to any rights
  for indemnification.
  
  The  rights  of  defense  and indemnification  pursuant  to  this
  Agreement  are  the  only rights to which  CFS,  or  any  of  its
  directors, officers, employees, or agents, or those of its parent
  and  affiliated  companies,  may now or  hereafter  be  otherwise
  entitled.
  
  <PAGE>    69
  
  CRI  and  CFS will not assert any defense, offset or counterclaim
  against the obligations of  CRI and CFS to file and maintain  the
  effectiveness of the registration statement, and to permit  sales
  of stock by the Shareholders.
  
  CRI and CFS will jointly and severally indemnify the Shareholders
  for  any  material  misrepresentation or breach  of  warranty  or
  covenant by CRI or CFS in this Agreement.
  
  Section  6.6    Entire Agreement.  This Agreement, which includes
  the   Exhibits  and  Schedules  hereto,  constitutes  the  entire
  agreement and supersedes all prior agreements and understandings,
  both  written  and oral, among the parties, with respect  to  the
  subject matter of this Agreement.
  
  Section  6.7    Cooperation.  Subject to the terms and conditions
  of  this  Agreement,  each of the parties hereto  shall  use  its
  reasonable efforts to take, or cause to be taken, such action, to
  execute and deliver, or cause to be executed and delivered,  such
  governmental   notifications   and   additional   documents   and
  instruments and to do, or cause to be done, all things necessary,
  proper  or  advisable under the provisions of this Agreement  and
  under  applicable  law  to  consummate  and  make  effective  the
  transactions contemplated by this Agreement.
  
  Section  6.8     No  Rights to Third Parties.   Nothing  in  this
  Agreement express or implied is intended to confer upon any other
  person,  other  than  the  Indemnified  Parties,  any  rights  or
  remedies under or by reason of this Agreement.
  
  Section  6.9     No  Assignment.  This  Agreement  shall  not  be
  assigned, by operation of law or otherwise.
  
  <PAGE>    70
  
  Section  6.10   Governing Law.  This Agreement shall be  governed
  in  all  respects,  including without  limitation  its  validity,
  interpretation and effect, by the law of the State  of  New  York
  applicable to contracts made and to be performed therein.
  
  Section  6.11    Consent to Jurisdiction.  Each  of  the  parties
  hereto irrevocably and unconditionally (a) agrees that any  suit,
  action  or  other legal proceeding ("Suit") arising out  of  this
  Agreement may be brought and adjudicated in Buffalo, New York, in
  the  United States District Court for the Western District of New
  York,  or,  if  such court will not accept jurisdiction,  in  any
  court of competent civil jurisdiction sitting in Erie County, New
  York,  (b) submits to the non-exclusive jurisdiction of any  such
  court for the purposes of any such Suit and (c) waives and agrees
  not  to assert by way of motion, as a defense or otherwise in any
  such  Suit, any claim that is not subject to the jurisdiction  of
  the  above  courts, that such Suit is brought in an  inconvenient
  forum  or that the venue of such Suit is improper.  Each  of  the
  parties  hereto also irrevocably and unconditionally consents  to
  the service of any process, pleadings, notices or other papers in
  a  manner  permitted  by  the notice provisions  of  Section  6.1
  hereof.
  
                             ARTICLE VII
                         CERTAIN DEFINITIONS
  
  Certain  Definitions.  As used herein, the following terms  shall
  have the following meanings:
  
  "Acquisition  Transaction" has the meaning specified  in  Section
  3.4.
  
  "ASDI Welfare Plan" has the meaning specified in Section 2.1(j).
  
  "Affiliate"  means,  with respect to any  specified  Person,  any
  Person that, directly or indirectly, controls, is controlled  by,
  or is
  
  <PAGE>    71
  
  under common control with, such specified Person, through one  or
  more intermediaries or otherwise.
  
  "Balance Sheet Date" has the meaning specified in Section 2.1(g).
  
  "Benefit  Arrangement"  has  the  meaning  specified  in  Section
  2.1(j).
  
  "CERCLA" has the meaning specified in Section 2.1(l).
  
  "Closing" has the meaning specified in Section 1(e).
  
  "Closing Date" has the meaning specified in Section 1(e).
  
  "Code" means the Internal Revenue Code of 1986, as amended.
  
  "Confidentiality  Agreement" means the  letter  agreement,  dated
  February  22,  1995,  between CFS and ASDI,  attached  hereto  as
  Schedule 7.
  
  "Contracts" has the meaning specified in Section 2.1(m).
  
  "Employee Plans" has the meaning specified in Section 2.1(j).
  
  "Employment Laws" has the meaning specified in Section 2.1(p).
  
  "Environment" has the meaning specified in Section 2.1(l).
  
  "Environmental,  Health and Safety Liabilities" has  the  meaning
  specified in Section 2.1(l).
  
  "Environmental Laws" has the meaning specified in Section 2.1(l).
  
  "ERISA" has the meaning specified in Section 2.1(j).
  
  "ERISA Affiliate" has the meaning specified in Section 2.1(j).
  
  "Evaluation  Materials" means this Agreement (together  with  the
  Schedules and Exhibits hereto) and, as to any party hereto, means
  all  other non-public information furnished or made available  to
  such  party by the other parties hereto (the "disclosing  party")
  in  connection with the transactions contemplated hereby relating
  to  the  disclosing  party or the disclosing party's  Affiliates,
  whether   furnished  or  made  available  orally  or  in  writing
  (whatever  the  form  or  data storage  medium)  or  gathered  by
  inspection  and regardless of whether specifically identified  as
  "confidential," together with analyses, compilations, studies  or
  other documents prepared by any party, or by such party's agents,
  representatives (including attorneys' accountants  and  financial
  advisors)  or employees, which contain or otherwise reflect  such
  information,  provided that the term Evaluation  Materials  shall
  not   include  information  that  (i)  is  or  becomes  generally
  available to the public other than as a result of a disclosure in
  violation  of the terms hereof or the Confidentiality  Agreement,
  (ii)  was  or  becomes  available to a party  hereto  on  a  non-
  confidential  basis  from a source other  than  any  other  party
  hereto  or  their representatives and affiliates,  provided  that
  such source is not prohibited from disclosing such information by
  a  contractual, legal or fiduciary obligation to any party hereto
  or  any of their respective representatives, or (iii) has been or
  is independently developed by the party to which such information
  was  furnished  or  made  available  and  not  derived  from  the
  Evaluation Materials.
  
  "Facilities" has the meaning specified in Section 2.1(l).
  
  "FWPCA" has the meaning specified in Section 2.1(l).
  
  "GAAP" has the meaning specified in Section 2.1(f).
  
  <PAGE>    72
  
  "Government  Contract"  has  the  meaning  specified  in  Section
  2.1(m).
  
  "Hazardous  Materials"  has  the  meaning  specified  in  Section
  2.1(l).
  
  "Intellectual  Property"  has the meaning  specified  in  Section
  2.1(o).
  
  "Knowledge"  means the actual knowledge of senior  management  of
  ASDI, CFS or CRI, respectively, after due inquiry.
  
  "Liability Cushion" has the meaning specified in Section 1.3(b).
  
  "Liens"   means   any   mortgages,  deeds  of   trust,   pledges,
  hypothecations, encumbrances, security interests, or liens of any
  kind.
  
  "Material  Adverse Effect" has the meaning specified  in  Section
  2.1(a).
  
  "Material Contracts" has the meaning specified in Section 2.1(m).
  
  "Merger" has the meaning specified in Section 1(a).
  
  "Merger Transaction" has the meaning specified in Section 1(a).
  
  "Multiemployer Plan" has the meaning specified in Section 2.1(j).
  
  "PBGC" has the meaning specified in Section 2.1(j).
  
  "Pension Plan" has the meaning specified in Section 2.1(j).
  
  "Permitted Liens" means (i) mechanics, materialmen's and  similar
  Liens  with  respect to any amounts not yet due  and  payable  or
  which  are  being  contested  in good faith  through  appropriate
  proceedings,  (ii)  Liens for Taxes not yet due  and  payable  or
  which are being
  
  <PAGE>    74
  
  contested in good faith through appropriate proceedings for which
  adequate reserves have been established in accordance with  GAAP,
  (iii)  Liens on goods in transit incurred pursuant to documentary
  letters  of  credit,  (iv) Liens securing rental  payments  under
  capital  lease  agreements, (v) Liens arising  in  favor  of  the
  United  States Government as a result of progress payment clauses
  contained in any Contract, (vi) encumbrances and restrictions  on
  real  property that do not materially interfere with the  present
  uses  of such real property and (vii) other Liens imposed by  law
  arising  in  the ordinary course of business and not incurred  in
  connection  with the borrowing of money and which do not  in  the
  aggregate  materially detract from the value  of  the  encumbered
  property or materially impair the use thereof or which are  being
  contested  in  good  faith  by  appropriate  proceedings,   which
  proceedings have the effect of preventing the forfeiture or  sale
  of  the  property  or  assets subject to  such  Lien  during  the
  pendency of such proceeding.
  
  "Person"  means  any individual, firm, corporation,  partnership,
  limited   liability   company,  incorporated  or   unincorporated
  association,  joint  venture, joint stock  company,  governmental
  agency or instrumentality or other entity of any kind.
  
  "Plan  of  Merger" has the meaning specified in Section  1(a)  of
  this Agreement.
  
  "Proprietary Rights" has the meaning specified in Section 2.1(o).
  
  "RCRA" has the meaning specified in Section 2.1(l).
  
  "Reasonable Best Estimate" has the meaning specified  in  Section
  2.1(g)(ii).
  
  "Release" has the meaning specified in Section 2.1(l).
  
  <PAGE>    75
  
  "Shareholder" means any holder of record of shares of ASDI Common
  Stock immediately prior to the Closing except for Matilda Gross.
  
  "Taxes" has the meaning specified in Section 2.1(r).
  
  "Tax Returns" has the meaning specified in Section 2.1(r).
  
  "Threat of Release" has the meaning specified in Section 2.1(l).
  
  "Welfare Plan" has the meaning specified in Section 2.1(j).
  
  <PAGE>    76
  
        IN  WITNESS  WHEREOF, the parties hereto have  caused  this
  Agreement to be duly executed as of the date first above written.
  
  COMPTEK RESEARCH, INC.
  
  By:       /S/John R. Cummings
            John R. Cummings
  Title:    Chariman, President & CEO
  
  COMPTEK FEDERAL SYSTEMS, INC.
  
  By:       /S/John J. Sciuto
            John J. Sciuto
  Title:    President & CEO
  
  ADVANCED SYSTEMS DEVELOPMENT, INC.
  
  By:       /S/Nichan Tchorbajian
  
  Title:    President
  
  SHAREHOLDERS:
  
  /S/Michael Gross
  ______________________
  Michael Gross
  
  /S/Nichan Tchorbajian
  ______________________
  Nichan Tchorbajian
  
  /S/Larry Diamond
  ______________________
  Larry Diamond
  
  /S/Matilda Gross
  ______________________
  Matilda Gross
  
  
  <PAGE>    77
  
  Escrow Agent, insofar as concerns Section 1.3:
  
  /S/Oscar D. Folger
  ______________________
  Oscar D. Folger
  
  <PAGE>    78
                          MERGER AGREEMENT
                           BY AND BETWEEN
                       COMPTEK RESEARCH, INC.,
                   COMPTEK FEDERAL SYSTEMS, INC.,
                                 AND
                 ADVANCED SYSTEMS DEVELOPMENT, INC.
  
                 ___________________________________
  
                          LIST OF SCHEDULES
                                  
                ____________________________________
  
  
  
  
  Schedule 1.2(a):    Certified Financial Statements
  
  Schedule 2.1(g):    Liabilities  and Reasonable Best Estimate  of
                      Program Cost Reserves
  
  Schedule 2.1(p):    Employment Contracts and Labor Relations
  
  Schedule 2.1(u):    Insurance
  
  Schedule 4.2(d):    Employment Agreement Form
  
  Schedule 7:         Confidentiality Agreement
  
  <PAGE>    79
                                  
                           SCHEDULE 1.2(a)
                   Certified Financial Statements
  
  The audited financial statements for Advanced Systems
  Development, Inc., as of September 30, 1995 and 1994, together
  with the independent auditors' report of David Michael & Company
  P.C., Certified Public Accountants, dated November 30, 1995, as
  referenced in Section 1.2(a) of this Agreement, have been
  delivered to CRI and CFS.
  
  <PAGE>    80
                                  
                           Schedule 2.1(g)
                             Liabilities
  
  (a)  Advanced  Systems  Development,  Inc.  VS  New  York   State
       Department of Labor
  
  On  June  27,  1995, New York State Employment  Insurance  appeal
  board ruled against Advanced Systems Development, Inc. (ASDI)  in
  the matter of Tung S. Wang.  ASDI had contended that Mr. Wang was
  hired  as a consultant and the appeal board's decision ruled  him
  as  an  employee.  ASDI has appealed.  If the appeal is rejected,
  ASDI's liability is estimated to be $5,000.
  
  (b)   If  the  appeal is rejected, this could have an  impact  on
  three  other consultants hired by ASDI.  The potential  liability
  is estimated to be $25,000 but may exceed this amount.
  
  (c)  BWB Contract - Germany Import Duty
  
  If  ASDI  is  required  to  pay the  import  duty  for  equipment
  delivered  under this contract, ASDI will have  to  make  a  cash
  payment  of $250,000.  As of this date, Customs has not  invoiced
  ASDI  for  this  amount.  If payment is made,  ASDI  may  not  be
  reimbursed  for  a period of 2-4 months.  The liability  for  the
  interest cost may be $10,000 but may exceed this amount.
  
  <PAGE>    81
                                  
                           Schedule 2.1(g)
          Reasonable Best Estimate of Program Cost Reserves
  
  <TABLE>
  
  <CAPTION>
  
  ASDI Reserves at 9/30/95
  <S>                       <C>          <C>            <C>
                            Proj #       Management     Warranty
  Elettronica                  629/661                     $40,000
  Singapore                        639                     $70,000
  Rainford                         677                     $40,000
  Boeing                          1695       $215,000             
  Thomson/CSF                     1700                     $20,000
  Boeing                          1701       $290,000             
  Hughes-Link                1703-1714       $250,000             
  Hughes                          1704                     $20,000
                   TOTAL                     $755,000     $190,000
  </TABLE>
  
  <PAGE> 82
  
                           Schedule 2.1(p)
              Employment Contracts and Labor Relations
  
  With   respect  to  written  contracts  between  ASDI  and   it's
  employees,  the  following  is  a  summary  of  the   two   known
  agreements:
  
  1.   Between Michael Gross of ASDI and Harold Klipper.  Effective
       March  17, 1994, the parties agree that Mr. Klipper's annual
       compensation  will  be  $105,000  as  of  March  31,   1994.
       Further, Mr. Klipper's annual bonus will be equal to  $5,000
       if  the  company's  percentage of net income  before  income
       taxes  to  revenue for a fiscal year will be 12%.  For  each
       percentage  point above 12%, an additional  $5,000  will  be
       earned up to a maximum bonus of $50,000.  This agreement  is
       dated  March  18,  1994 and there are no  known  changes  or
       amendments to this contract.
  
  2.   Effective  September 15, 1995 ASDI, as  represented  by  Mr.
       Larry  Diamond, entered into an agreement to  form  a  Bonus
       Incentive  Plan  for the following Marketing personnel;  Mr.
       Ron  Rich,  Mr. Paul Boehm, Mr. Joe Gorelick  and  Mr.  Bill
       Gawreluk.
  
       The  plan will distribute a bonus pool consisting of  1%  of
       bookings in Fiscal 1996 above and beyond the target bookings
       of   $18,000,000.   One-half  percent  of  the  1%  will  be
       distributed  equally  to the above named  individuals.   The
       remaining    one-half   percent   is   to   be   distributed
       proportionally based on booking goals discussed  during  the
       meeting  of September 15, 1995.  Distribution of  the  bonus
       pool  is  contingent upon the company obtaining net earnings
       for  Fiscal 1996 and the bonus pool cannot exceed 10% of the
       companies   pretax  earnings.   This  agreement   is   dated
       September  30,  1995  and  there are  no  known  changes  or
       amendments to this bonus plan.
  
  <PAGE>    83
                           SCHEDULE 2.1(u)
                              Insurance
  
  The  following  is  a  summary description  of  ASDI's  insurance
  policies  as  is  set  forth pursuant to Section  2.1(u)  of  the
  Agreement:
  
  <TABLE>
  
  <CAPTION>
  
    Policy Type       Carrier          Policy #       Expiration
  
  <S>              <C>             <C>               <C>
  Workers'         State           532379-5             8/23/96
  Compensation     Insurance Fund
  
  Business Auto    Liberty Mutual  AS2-121-079781-      2/1/96
                                   015
  
  Foreign Credit   Credit                               7/1/96
  Insurance        International
                   Associates,
                   Inc.
  
  Commercial       RLI Insurance   OUL020741            2/1/96
  Umbrella         Co.
  
  General          Liberty Mutual  YY2-121-079781-      2/1/96
  Liability                        035
  
  Transportation   Liberty Mutual  MS2-121-07981-       2/1/96
  Floater                          025
  
  </TABLE>
                                  
  <PAGE>    84
                                  
                           SCHEDULE 4.2(d)
                      Employment Agreement Form
  
  Attached to this Schedule 4.2(d) is the Employment Agreement form
  to be utilized between CFS and the individual Shareholders.
  
  
  <PAGE>    85
  
                           SCHEDULE 4.2(d)
  
                        EMPLOYMENT AGREEMENT
  
  
        THIS  AGREEMENT,  made as of the ____ day  of  ___________,
  19__,  by  and  between  _____(NAME IN  CAPS)_____,  residing  at
  ________________________, (hereinafter  called  "Employee"),  and
  COMPTEK FEDERAL SYSTEMS, INC., a New York corporation having  its
  office  and  principal place of business at  2732  Transit  Road,
  Buffalo, New York 14224 (hereinafter called the "Corporation").
  
                        W I T N E S S E T H :
  
        WHEREAS,  the Employee will be employed as ________________
  of  the  Corporation,  and  shall be assigned  duties  which  are
  consistent with this executive position;
  
        WHEREAS,  the Employee acknowledges that he  has  and  will
  continue  to  develop  specialized  knowledge  of,  and  personal
  relationships  with,  the  Corporation's  customers   and   their
  products and operations; and
  
       WHEREAS, this Agreement is one of several similar agreements
  by and between the Corporation and certain key executives; and
  
        WHEREAS,  it is the intention of the parties to  have  this
  Agreement  and such similar Agreements construed in a  consistent
  manner in accordance with the laws of the State of New York; and
  
        WHEREAS,  the  Corporation wishes to be reasonably  assured
  that  Employee will continue as an employee and desires to retain
  his services, realizing that if he were to enter into competition
  with the Corporation it would suffer financial loss;
  
  <PAGE>    86
  
        NOW,  THEREFORE, in consideration of mutual  covenants  and
  obligations  contained  herein,  the  parties  hereto  agree   as
  follows:
  
        1.     Term of Employment.  The Corporation hereby  employs
  Employee  and Employee agrees to work for the Corporation  for  a
  period  of three (3) years beginning _________, 19___, and ending
  ____________, 19___, subject, however, to earlier termination  as
  provided in paragraphs 4, 5, 10, and 11.
  
        2.     Duties  and Responsibilities.  Employee agrees  that
  during  the  term  of  this  Agreement  his  principal  area   of
  responsibility  shall  be  that of __________  for  the  Advanced
  Systems  Division of the Corporation.  Employee shall devote  his
  full  business  time  and best efforts, skills,  and  ability  to
  promote  the  business of the Corporation  and  perform  for  the
  Corporation  such  duties  as  are  customarily  performed  by  a
  management  or executive employee having responsibility  in  such
  areas,  and  such  other  duties consistent  with  his  executive
  position  as may be assigned to him by the President and  CEO  of
  the  Corporation and serve as an officer and/or a director of the
  Corporation if duly elected.  Employee shall have such power  and
  authority  as  shall  reasonably be required  to  enable  him  to
  perform  his  duties hereunder in an efficient  manner;  provided
  that  in  the  exercising of such power  and  authority  and  the
  performance of such duties, he shall at all times be  subject  to
  the  supervision and direction of the President and  CEO  of  the
  Corporation  and  the  authority and  control  of  the  Board  of
  Directors of the Corporation.
  
  <PAGE>    87
  
       3.    Remuneration.
  
       (a)   So long as Employee is employed by the Corporation, he
  will  be paid a salary at such rate as may be fixed from time  to
  time  by the Board of Directors of the Corporation, but not  less
  than   $150,000  per  year  (his  "Base  Salary"),   payable   in
  approximately  equal  installments  at  such  intervals  as   the
  Corporation   pays  the  salaries  of  its  executive   employees
  generally.
  
        (b)    It is understood that temporary disability (of  less
  than  six  (6) months in duration) will not result in termination
  of  Employee's employment, during which period of time Employee's
  then Base Salary shall continue in effect.
  
        (c)    Employee will be entitled to reimbursement  for  all
  reasonable  travel and other business expenses incurred  by  him.
  Employee  will  be included in any group life insurance,  medical
  insurance, pension, profit-sharing plans or other benefits  which
  the  Corporation  may have in force from time  to  time  for  its
  executive  personnel.  Such benefits and any  resulting  payments
  thereunder shall be in addition to his Base Salary.
  
        (d)    The  Corporation agrees to permit  the  Employee  to
  participate  in an incentive compensation bonus plan pursuant  to
  the terms which are more fully set forth on Exhibit A hereto.  Of
  the  amount  of the bonus agreed upon, 65% will be  paid  to  the
  Employee within thirty (30) days after the end of the fiscal year
  (based  upon  the profit performance for such year shown  on  the
  unaudited internal report).   The remaining balance will be  paid
  to  the  Employee within thirty (30) days of the release  of  the
  Corporation's  audited financial statements by the  Corporation's
  independent certified public accountants and shall be  final  and
  conclusive and binding on all parties.
  
  <PAGE>    88
  
       4.    Death Benefits.
  
        (a)    If Employee should die while still in the employ  of
  the  Corporation,  the  Corporation will pay  to  his  designated
  beneficiary
  
                             (i)      his Base Salary in effect  at
                      the  time  of  death for the balance  of  the
                      month in which his death occurs, plus
  
                             (ii)      in each of the first  twelve
                      months following the month in which his death
                      occurs, an amount equal to one twelfth (1/12)
                      of  his Base Salary in effect at the time  of
                      death, plus
  
                           (iii)     incentive compensation for the
                      first  twelve months following the  month  in
                      which  his  death  occurs, payable  when  the
                      Corporation generally makes such payments  to
                      its    employees.     If    this    incentive
                      compensation   period  extends   beyond   the
                      current  fiscal year of the Corporation,  the
                      incentive  compensation  for  the  succeeding
                      fiscal  year shall be computed pro rata  from
                      the number of months needed to reach 12 total
                      months of incentive compensation.
  
       (b)   If the designated beneficiary is not alive at the time
  of the making of any of such payments, the payments shall be made
  to  the Employee's estate in accordance with paragraph 12 of this
  Agreement.
  
         5.      Termination  of  Employment  Due  to  Illness   or
  Disability.
  
        (a)   In the event of the disability or illness of Employee
  rendering  him  substantially unable to  render  service  to  the
  Corporation of the character contemplated by this Agreement for a
  period  in  excess of six (6) months, the Corporation shall  have
  the  right to terminate this Agreement upon giving not less  than
  thirty (30) days' advance written
  
  <PAGE>    89
  
  notice given after such six (6) month period of its intention  to
  terminate  Employee.  If Employee shall have resumed  his  duties
  hereunder   within  such  thirty-day  period   and   shall   have
  continuously   performed  his  duties  for  at  least   two   (2)
  consecutive  months thereafter, such notice of termination  shall
  be  deemed  of  no  force  or  effect and  this  Agreement  shall
  thereupon  continue  in  full force, as  though  such  notice  of
  termination  had not been given.  In the event a question  arises
  hereunder  as  to  Employee's incapacity to perform  his  regular
  duties, the Employee shall be examined by a physician selected by
  the   Corporation   and  the  Employee,  and   such   physician's
  determination  shall be final and conclusive and binding  on  all
  parties for the purposes hereof.
  
        (b)    Upon termination of his employment because  of  such
  illness  or disability, the Corporation shall pay to the Employee
  in  each of the first twelve months following the effective  date
  of  such termination, a monthly termination payment equal to  one
  twelfth  (1/12) of his Base Salary in effect at the time of  such
  termination, plus incentive compensation for twelve  (12)  months
  as computed pursuant to Section 4(a)(iii) of this Agreement.
  
         (c)     In  the  event  of  Employee's  death  after  such
  termination on account of such illness or disability, but  before
  the  completion of the making of the payments to which he  became
  entitled  as provided for above, the Corporation shall make  such
  payments  to the Employee's designated beneficiary;  or,  if  the
  designated beneficiary is not alive at the time of the making  of
  any  of  such  payments,  the  payments  shall  be  made  to  the
  Employee's  estate  in  accordance  with  paragraph  12  of  this
  Agreement.
  
        6.     Non-Competition.  It is understood and  agreed  that
  during the term of his employment by the Corporation, and, in the
  event that he resigns or is discharged, for the longer of one (1)
  year or a period of one (1) year following the effective date  of
  termination  of his employment by the Corporation,  for  whatever
  reason,  the Employee shall not engage directly or indirectly  in
  any  business  activities in the continental United States  which
  are  substantially  similar to the business of  the  Corporation,
  either as a proprietor, stockholder
  
  <PAGE>    90
  
  (other  than  as  a holder of less than 5% of any  class  of  the
  securities  of  a  corporation registered  under  the  Securities
  Exchange Act of 1934, as amended), partner, officer, employee  or
  otherwise, unless the Corporation has first consented in  writing
  thereto.   That  notwithstanding, the Employee  may  work  for  a
  company  which conducts business activities which are similar  to
  those  of  the Corporation, but during the duration of  the  non-
  competition period with the Corporation, the Employee may not  in
  any  way participate in business activities which are competitive
  to  the  then  business of the Corporation without receiving  the
  advance written consent of the Corporation.  In addition  to  the
  foregoing  covenants,  and  for  the  same  period,  it  is  also
  understood  and  agreed  that  after  the  termination   of   the
  Employee's employment with the Corporation, for whatever  reason,
  the Employee shall not solicit any of the Corporation's customers
  with which he dealt while he was employed by the Corporation, for
  any  business  which is competitive to the then business  of  the
  Corporation, either on behalf of himself or any other  person  or
  entity  engaged  in  any business substantially  similar  to  the
  business  of  the Corporation, unless the Corporation  has  first
  consented in writing thereto.
  
        7.     Trade  Secrets.   In the course  of  performing  his
  duties,   the  Employee  will  be  engaged  in  the  development,
  manufacture  and  sale  of  a variety of  computer  hardware  and
  software products based upon experimental and inventive work, and
  the Employee will receive, and acknowledges that he has received,
  confidential  information of the Corporation  including,  without
  limitation, information not available to competitors relating  to
  the    Corporation's   existing   and   contemplated    products,
  manufacturing   procedures,  methods,   machines,   computations,
  technology,  formulae,  trade  secrets,  know-how,  research  and
  development   programs,  discoveries,  improvements   and   ideas
  (regardless  of whether or not patentable), customer information,
  all  of which is hereinafter referred to as "Trade Secrets."  The
  Employee agrees that he will not, either during his employment or
  subsequent   to  the  termination  of  his  employment   by   the
  Corporation,   directly  or  indirectly  disclose,   publish   or
  otherwise  divulge  any  Trade  Secrets  to  anyone  outside  the
  Corporation  or  use such information in any manner  which  would
  adversely  affect  the  business or  business  prospects  of  the
  Corporation, without prior written authorization from
  
  <PAGE>    91
  
  the Corporation to do so.  Without limiting the generality of the
  foregoing,  the  Employee  agrees  that  while  employed  by  the
  Corporation he will not, except with the prior written consent of
  a  duly authorized superior officer of the Corporation, take  out
  of  the  Corporation's  offices or  facilities,  or  disclose  or
  otherwise  divulge to any unauthorized person, any Trade  Secrets
  and that if, at the time of the termination of his employment  by
  the  Corporation  he is in possession of any documents  or  other
  written  materials constituting, containing or  reflecting  Trade
  Secrets,  he  will  return and surrender all such  documents  and
  written  materials  to the Corporation upon leaving  its  employ.
  The  restrictions and protection provided for in  this  paragraph
  shall  be in addition to any protection afforded to Trade Secrets
  by law or equity.
  
        8.    Inventions.  The Employee agrees that all inventions,
  discoveries and improvements, and all new ideas for manufacturing
  and marketing products of the Corporation, which the Employee has
  conceived  or  may  conceive while employed by  the  Corporation,
  whether during or outside business hours, on the premises of  the
  Corporation or elsewhere, alone or in collaboration with  others,
  or  which he has acquired or may acquire from others, and whether
  or  not  the  same  can be patented or registered  under  patent,
  copyright,  or trademark laws, shall be and become the  sole  and
  exclusive  property of the Corporation.  The Employee  agrees  to
  promptly  disclose  and  fully  acquaint  the  President  or  the
  Chairman   of  the  Board  of  the  Corporation  with  any   such
  inventions,  discoveries, improvements and  ideas  which  he  has
  conceived,  made or acquired, and shall, at the  request  of  the
  Corporation,  make a written disclosure of the same  and  execute
  such applications, assignments, and other written instruments  as
  may  reasonably be required to grant to the Corporation sole  and
  exclusive  right, title and interest thereto and therein  and  to
  enable  the Corporation to obtain and maintain patent, copyright,
  and trademark protection therefor.
  
         9.      Enforcement   of  Covenants.   The   Corporation's
  obligation to make any or all of the payments provided for  under
  this  Agreement is conditioned upon and shall cease and terminate
  in the event of the material breach by the Employee of any of the
  covenants
  
  
  <PAGE>    92
  
  contained  herein.  In the event of an alleged breach  by  either
  the  Employee  or  the  Corporation, the  aggrieved  party  shall
  provide written notice to the other of the fact and circumstances
  giving  rise to the alleged breach.  The party receiving  such  a
  notice  shall  have ten (10) business days to substantially  cure
  the alleged breach.  The Employee acknowledges that such payments
  are  full and adequate compensation for his non-competition  with
  the Corporation.
  
        The Corporation, however, shall not cease to perform any of
  its  covenants  made  under  this  Agreement,  including  without
  limitation the payment of money, until any alleged breach of this
  Agreement  by  Employee  has  been  adjudicated  by  a  court  of
  competent jurisdiction.
  
        The  Employee  understands and agrees that because  of  the
  personal relationships with the Corporation's customers which  he
  has  and will continue to form during his employment, and because
  of  the  specialized  knowledge which  he  will  develop  of  the
  Corporation's  and  of  its  customers'  products,  services,  or
  operations,  potential irreparable damage  would  result  to  the
  Corporation  from  his competing with it or divulging  its  Trade
  Secrets  as restricted by this Agreement.  Accordingly,  Employee
  expressly  agrees  that  in addition  to  any  and  all  remedies
  available to it, the Corporation shall have the remedies of money
  damages  and a restraining order, or an injunction,  and  of  any
  other  appropriate  equitable relief, without  the  necessity  of
  posting  any bond or surety, in the event that there is a  breach
  of  any  covenants contained in this Agreement.  The  Corporation
  and  the Employee agree to negotiate in good faith to resolve any
  disputes  which  may  arise which are directly  related  to  this
  Employment  Agreement.   However,  if  such  disputes  result  in
  litigation,  the  prevailing  party  shall  be  entitled  to   be
  reimbursed for  reasonable costs and attorneys' fees in the  same
  proportion to which they have prevailed.
  
        10.    Termination  of Employment by the Corporation.   The
  Corporation  may,  of  its  own  volition,  terminate  Employee's
  employment  at  any  time, other than on account  of  illness  or
  disability,  upon  giving  at least  thirty  (30)  days'  advance
  written notice to the
  
  <PAGE>    93
  
  Employee   of  the  date  when  such  termination  shall   become
  effective.  In the event of such termination, the Employee during
  his  life  shall be entitled to receive, so long as he shall  not
  breach  (and  shall not have breached) any of the  provisions  of
  this  Agreement,  or  have  been terminated  for  cause,  monthly
  payments  for  a  period  of twelve months  next  succeeding  the
  effective date of termination, each payment equal to one  twelfth
  (1/12)  of  his  Base  Salary  in effect  at  the  time  of  such
  termination, plus incentive compensation for twelve  (12)  months
  as computed pursuant to Section 4(a)(iii) of this Agreement.  The
  Employee's employment shall be deemed to be terminated for  cause
  where the Corporation determines after notice and opportunity  to
  cure  as set forth in Section 9 of this Agreement, in good faith,
  that  there  has been continuing neglect by the Employee  of  his
  duties  hereunder or willful misconduct on his part in connection
  with  the  performance of such duties, or where the employee  has
  been  convicted  of  a  felony or a misdemeanor  involving  moral
  turpitude.
  
        11.    Termination of Employment by the Employee.  Employee
  may,  of  his own volition, terminate his employment at any  time
  upon giving at least thirty (30) days' advance written notice  to
  the  President or the Chairman of the Board of Directors  of  the
  Corporation  of  the  date  when such  termination  shall  become
  effective.
  
        12.    Designation of Beneficiary; Lump  Sum  Payments.   A
  designated  beneficiary entitled to receive the benefits  payable
  following  the  death of Employee under paragraph 4,  or  payable
  following  the  death  of  the  Employee  after  termination   of
  employment  under  paragraph  5, shall  be  named  in  a  written
  designation  filed  with the Secretary of the Corporation.   Such
  written designation may be revoked or amended by Employee at  any
  time.   If  no such written designation of beneficiary  shall  be
  filed with the Secretary of the Corporation, or if the designated
  beneficiary is not alive at the time of any payment to  be  made,
  the  same shall be paid in equal shares to the Employee's  estate
  in  cash.   In determining the eligibility and status of  persons
  entitled  to receive payments under paragraphs 4 and  5  of  this
  Agreement, the Corporation may rely on its records and  the  good
  faith  determinations of its officers.  In  no  event  shall  the
  Corporation be liable to
  
  <PAGE>    94
  
  any  person  for any sums paid to any other persons  pursuant  to
  such records and determinations.
  
         13.     Assignments,  etc.   Neither  Employee   nor   any
  beneficiary  designated to receive payments under this  Agreement
  shall have any power to transfer, assign, anticipate, mortgage or
  otherwise  encumber  in  advance  any  of  the  benefits  payable
  hereunder, nor shall such benefits be subject to seizure for  the
  payment  of  any  debts  or  judgments  or  any  of  them  or  be
  transferable  by  operation in law in the  event  of  bankruptcy,
  insolvency or otherwise.
  
        14.    Participation  in  Other  Plans.   Nothing  in  this
  Agreement  shall  affect any right which Employee  may  otherwise
  have  to  participate in, or under any other retirement  plan  or
  agreement which the Corporation may now or hereafter provide.
  
        15.    Binding Agreement.  This Agreement shall be  binding
  upon  the  parties hereto, their heirs, executors, administrators
  or successors.
  
        16.   Revocation.  This Agreement may be amended or revoked
  at any time only by mutual written agreement of the parties.
  
       17.   Cumulative Remedies.  Any of the remedies provided for
  herein shall be in addition to any remedy available to either  of
  the parties at law or equity.
  
        18.    Savings Clause.  If any part of this Agreement shall
  be  determined  to be unreasonable in duration or in  area,  then
  this  Agreement  is intended to and shall extend  only  for  such
  period  of  time  and  in  such  area  as  is  determined  to  be
  reasonable.
  
        19.    New York Law.  This Agreement shall be construed  in
  accordance  with  and governed by the laws of the  State  of  New
  York.
  
  <PAGE>    95
  
        IN  WITNESS WHEREOF, Employee has hereunto set his hand and
  seal,  and  the  Corporation  has caused  these  presents  to  be
  executed  by  its  President or Chairman of  the  Board  and  its
  corporate seal to be affixed hereto, the day and year first above
  written.
  
                                __________________________________
                                Employee Name
  
  
                                     COMPTEK FEDERAL SYSTEMS, INC.
  
  
                                By   _____________________________
                                     Name
                                     Title
  
  (Corporate Seal)
  
  <PAGE>    96
  
  STATE OF NEW YORK   )
                      :    SS.:
  COUNTY OF ERIE      )
  
  
  On this ___ day of ___________, 19___ , before me personally came
  (President or Chairman) to me known, who, being by me duly sworn,
  did     depose     and     say     that     he     resides     at
  ____________________________; that he is  the  __________________
  of  COMPTEK  FEDERAL SYSTEMS, INC., the corporation described  in
  and  which executed the above instrument; that he knows the  seal
  of  said corporation; that the seal affixed to said instrument is
  such  corporate seal; that it was so affixed by the order of  the
  board  of  directors of said corporation, and that he signed  his
  name thereto by like order.
  
  
                               ____________________________________
  
   <PAGE>   97
  
  STATE OF NEW YORK   )
                      :    SS.:
  COUNTY OF ERIE      )
  
  
  On  this ___ day of ____________, 19__, before me personally came
  ___(Employee)___, to me personally known and known to  me  to  be
  the  same  person  described in and who  executed  the  foregoing
  instrument and acknowledged that he executed the same.
  
  
                           ____________________________________
  
  
  <PAGE>    98
                                  
                              EXHIBIT A
  
                     INCENTIVE COMPENSATION PLAN
              FOR ____________________________________
  
  
  
  <PAGE>    99
                                  
                             SCHEDULE 7
                      Confidentiality Agreement
  
  Attached  to  this  Schedule 7 is a copy of  the  Confidentiality
  Agreement, dated February 22, 1995, between CFS and ASDI,  as  is
  described in Section 7 of this Agreement.
  
  <PAGE>     100
  
         MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
  
  
        THIS  AGREEMENT is made and entered into the  22nd  day  of
  February,  1995,  by and between COMPTEK FEDERAL  SYSTEMS,  INC.,
  with  an  office and principal place of business located at  2732
  Transit  Road, Buffalo, New York 14224 ("COMPTEK"), and  ADVANCED
  SYSTEMS DEVELOPMENT, INC., with an office and principal place  of
  business  located  at 9610 23rd Avenue, East Elmhurst,  New  York
  11369 ("ASDI") (collectively "the Parties"), with respect to  the
  exchange  and disclosure of proprietary, confidential  and  trade
  secret  information relative to our evaluation  of  the  business
  operations of COMPTEK and ASDI.
  
        To  ensure  the  satisfactory performance of  the  business
  dealings between COMPTEK and ASDI as contemplated by the Parties,
  it  is necessary and desirable that such information be disclosed
  to each other by the Parties.  Accordingly, it is mutually agreed
  as follows:
  
  1.  Proprietary  information shall mean any and  all  information
      not  generally  known  or recognized  as  standard  practice,
      relating  to  the business of COMPTEK or ASDI  or  any  third
      parties  with  whom either COMPTEK or ASDI deals,  including,
      but  not  limited to, the fact that discussions have occurred
      and  are  occurring  between the Parties with  respect  to  a
      possible  merger, acquisition, or other business combination,
      and   information  relating  to  technology,  research,  test
      procedures  and results, machinery, equipment,  manufacturing
      processes  and  products, identity  and  description  of  raw
      materials   and   services   used,  purchasing,   accounting,
      engineering,    marketing,   merchandising,    selling    and
      servicing,   and  business  methods  used,  manufactured   or
      developed by or for either of the Parties.
  
      Information  deemed  to  be  proprietary  and  presented   in
      tangible  form shall be clearly and conspicuously  marked  or
      identified by the Disclosing Party with an appropriate
      
  <PAGE>    101
      
      legend,   stamp,  or  other  positive  written  or   tangible
      identification.    Orally  or  other   intangibly   disclosed
      proprietary information shall be considered proprietary  from
      the  date  of  disclosure provided  that  it  is  reduced  to
      written or tangible form and marked as "Proprietary"  by  the
      Disclosing Party within 14 business days after disclosure.
  
  2.  Without  the  prior  written  consent  of  the  other  Party,
      neither  COMPTEK  nor  ASDI shall make  any  disclosure  that
      discussions or negotiations are taking place between  COMPTEK
      and  ASDI  concerning  a  possible  transaction  between  the
      Parties,  including  the status thereof.  Provided,  however,
      notwithstanding  the  previous  sentence,  a  disclosure   of
      negotiations  occurring between the Parties may  be  made  by
      either  COMPTEK or ASDI if, based upon the advice of counsel,
      such   disclosure  is  necessary  in  order  to  comply  with
      applicable laws or stock exchange regulations.
  
  3.  All  proprietary information disclosed to or known by  either
      Party  in  connection with its dealings with the other  shall
      remain  the  property of Disclosing Party and shall  be  used
      solely in connection with discussions or work with the  other
      Party.   Neither  Party shall reproduce, use or  disclose  to
      others  proprietary  information of the other  Party  without
      prior  written  consent from the Disclosing Party  except  as
      necessary  for  the performance of the dealings  between  the
      Parties, or as required by law.
  
  4   Nothing  in this Agreement shall be deemed to grant a license
      or  other  right,  directly  or  by  implication,  under  any
      patent,  patent application, and/or copyright in relation  to
      any   proprietary  information  disclosed  pursuant  to  this
      Agreement.  This Agreement is not intended to be,  nor  shall
      it  be  construed  as creating a joint venture,  association,
      partnership,  teaming  agreement, or  other  formal  business
      organization or agency relationship between the Parties.
  
  5   If  proprietary information is disclosed to a third party  by
      COMPTEK  or  ASDI  in  connection  with  the  performance  of
      business dealings between ASDI and
  
  <PAGE>  102
  
      COMPTEK,  such  third party shall be required  to  hold  such
      proprietary  information in confidence  and  subject  to  the
      restrictions imposed by the Agreement.
  
  6   COMPTEK  and  ASDI  shall use their best efforts  to  prevent
      inadvertent  disclosure  of proprietary  information  to  any
      third   party.   Immediately  upon  learning  of  inadvertent
      disclosure,  both COMPTEK and ASDI shall take all  reasonable
      measures   to  notify  the  inadvertent  recipient   of   the
      Disclosing   Party's   proprietary   interest,   notify   the
      Disclosing  Party  of the inadvertent disclosure,  avoid  any
      further  disclosure,  and immediately recover  the  disclosed
      materials together with any copies, notes, correspondence  or
      other  memorialization concerning the proprietary information
      contained in the disclosed material.
  
  7   COMPTEK   and   ASDI  agree  that  each  other's  proprietary
      information  is  valuable  and the  unauthorized  use  and/or
      disclosure  thereof may result in significant harm.   In  the
      event  COMPTEK  or  ASDI intentionally discloses  proprietary
      information    or    inadvertently   discloses    proprietary
      information and fails to take appropriate remedial  steps  as
      required   herein,   the   Party  making   the   unauthorized
      disclosure  consents to the issuance by a court of  competent
      jurisdiction  of  injunctive relief in  favor  of  the  other
      Party  to  mandate the return and prevent further  disclosure
      and/or  use  of  such proprietary information, together  with
      damages,  cost, attorney' fees, and other reasonable expenses
      associated therewith.
  
  8.  COMPTEK   and  ASDI  shall each take all  proper  precautions
      against   unauthorized  disclosure  of  the   other   Party's
      proprietary  information by any of its  officers,  directors,
      shareholders,   employees,   or  agents   (collectively   its
      "affiliates").  COMPTEK and ASDI shall each only provide  the
      proprietary  information of the other Party to  such  of  its
      affiliates as have a need-to-know such information.   COMPTEK
      and  ASDI each warrant to the other Party that each affiliate
      receiving   such  information  will  be  instructed   as   to
      obligations to hold such information in confidence.
  
  <PAGE>  103
  
  9.  Upon  request or upon the completion of the business dealings
      through   which  any  item  of  proprietary  information   is
      disclosed,  both  COMPTEK and ASDI shall promptly  return  to
      the  other  Party, or destroy at the option of the Disclosing
      Party, all tangible materials that disclose or relate to  any
      proprietary information.
  
  10. The  following  is  not proprietary and neither  COMPTEK  nor
      ASDI shall be liable for disclosure of the same:
  
          (a)is  within  the  public domain  at  the  time  it  was
          disclosed; or
  
          (b)is  disclosed with the prior written  consent  of  the
          other Party; or
  
          (c)is  disclosed after the later of a lapse of  a  period
          of  (i)  five (5) years from the date of this letter,  or
          (ii)   three  (3)  years  following  the  completion   of
          business dealings between COMPTEK and ASDI; or
  
          (d)is   not   properly   designated   or   confirmed   as
          proprietary; or
  
          (e)has  been lawfully received from a third party without
          restrictions or breach of this Agreement; or
  
  11. Neither  COMPTEK  nor  ASDI shall  be  permitted  to  justify
      disregard  of  its  obligations  of  confidence  under   this
      Agreement  by using the disclosed proprietary information  to
      guide   a  search  of  publications  and  publicly  available
      material  and  by  selecting a series of items  of  knowledge
      from  unconnected  sources in the public domain  and  fitting
      them together with the use of the proprietary information.
  
  <PAGE>  104
  
  12. This  Agreement shall be binding upon and for the benefit  of
      ASDI   and  COMPTEK  and  their  respective  successors   and
      assigns.
  
  13. In  the  event  any  provision of this Agreement  is  finally
      determined   to   be   invalid  by  a  court   of   competent
      jurisdiction,  the Parties agree that such  invalidity  shall
      not  affect the validity of the remaining provisions of  this
      Agreement,  and further agree to substitute for  the  invalid
      provision  a  new  provision which most closely  approximates
      the intent and economic effect of the invalid provision.
  
  14. As  evidence  of  mutual  agreement  to  the  terms  of  this
      Agreement, the Parties   have executed this Agreement on  the
      date(s)  shown  herein  below. The  effective  date  of  this
      Agreement shall be the date on which the Agreement is  signed
      by  the  last  executing Party.  This Agreement shall  expire
      five  (5)  years from its effective date or three  (3)  years
      after  completion  of business dealings between  COMPTEK  and
      ASDI, whichever date first occurs.
  
  15. The   failure   by  either  Party  to  insist   upon   strict
      performance of any provision of this Agreement, shall not  be
      deemed  to  be  a  waiver of its rights or  remedies,  nor  a
      waiver  by  it of any subsequent default by the other  Party.
      No  modification of this Agreement, or waiver or renunciation
      of  a claim or right, shall be effective unless it is reduced
      to  writing and signed by authorized representatives of  both
      Parties.
  
  <PAGE>  105
  
       If the foregoing is fully acceptable to you, please sign and
  return  a  copy  of this Agreement, whereupon this document  will
  constitute a binding agreement between us.
  
  COMPTEK FEDERAL SYSTEMS, INC.      ADVANCED SYSTEMS DEVELOPMENT, INC.
  
  By:      \S\John J. Sciuto         By:     \S\Michael J. Gross
  
  
  Name:    John J. Sciuto            Name:    Michael J. Gross
  
  
  Title:   President & CEO           Title:   Executive Vice-President
  
  
  Date:    February 22, 1995         Date:    March 2, 1995
  
  <PAGE>    106
  
                     MEMORANDUM OF UNDERSTANDING
  
  
               _______________________________________
  
  
  
          This  Memorandum of Understanding is made by and  between
  Comptek  Research,  Inc. ("CRI"), Comptek Federal  Systems,  Inc.
  ("CFS"),  Advanced  Systems Development, Inc.  ("ASDI")  and  the
  Shareholders of ASDI (the "Shareholders"), this 1st day of March,
  1996.
  
  The  Shareholders  will use their best efforts to  obtain  formal
  consents  to assignments or novations relative to the  merger  of
  ASDI into CFS, as is more fully set forth in the January 25, 1996
  Merger   Agreement  and  its  related  documents   ("the   Merger
  Agreement"),  from the United States Air Force, Hughes  Aircraft,
  Hughes  Training,  the  Government  of  Turkey,  ERIM,  and   the
  Government  of Israel.  Michael Gross is depositing  into  escrow
  127,824  shares of the CRI stock against which CRI and CFS  shall
  be  permitted  to draw by way of indemnity only if,  and  to  the
  extent, that CRI and or CFS incur loss or damage by reason of the
  failure  to obtain such consents or novations on these  contracts
  on  or before June 30, 1997.  To the extent not drawn against  by
  June  30,  1997,  or  ,  if earlier, when all  such  consents  or
  novations have been obtained, said CRI stock deposited by Michael
  Gross  in  escrow  will be released out of  escrow  by  Oscar  D.
  Folger, as escrow agent, to Michael Gross, upon receipt of  joint
  notice  for Michael Gross, CRI and CFS to release such shares  of
  CRI stock.  These shares of CRI stock held under this escrow will
  not  be subject to recovery or attack per any other claim by  CRI
  or  CFS,  including  any claim for which  CRI  or  CFS  shall  be
  entitled to receive shares under the escrow provided in Article I
  of  the Merger Agreement.  The other terms and conditions of this
  escrow  shall be the same as those provided in Article I  of  the
  Merger Agreement.
  
  Section  1.2 of the Merger Agreement is hereby amended to reflect
  that  at  the Closing, the number of shares of CRI stock required
  to  be transmitted to the Shareholders pursuant to Section 1.1(b)
  of the Merger Agreement shall be based upon a net asset valuation
  of  ASDI of $282, 985.  The third sentence of Section 1.2 of  the
  Merger  Agreement is hereby amended to read as follows:  "To  the
  extent  the Net Asset Value as of March 1, 1996 (as reflected  on
  the Closing Statement as hereinafter defined) is less than . .  .
  ".  The remainder of that sentence shall remain unchanged.
  
  <PAGE> 107
  
  Agreed and Accepted:
  
  
         COMPTEK RESEARCH, INC.
  
  
  
  By:    /S/John R. Cummings
         ___________________________
         John R. Cummings
         Chairman, President and CEO
  
  
  
         COMPTEK FEDERAL SYSTEMS, INC.
  
  
  
  By:    /S/John J. Sciuto
         ___________________________
         John J. Sciuto
         President and CEO
  
  
         ADVANCED SYSTEMS DEVELOPMENT, INC.
  
  
  
  By:    /S/Michael Gross
         ___________________________
         Michael Gross
         Vice President
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text: SECURITIES AND EXCHANGE COMMISSION
  
                        WASHINGTON, DC  20549
                          ________________
  
                              FORM 8-K
  
                           CURRENT REPORT
  
               Pursuant to Section 13 or 15(d) of the
                   Securities Exchange Act of 1934
  
                           March 22, 1996
  
                         COMPTEK RESEARCH,INC.
          __________________________________________________
          (Exact Name of Registrant as Specified in Charter)
            
        New York             1-8502                   16-0959023
    ________________      _________________       ____________________     
    (State of Other       (Commission File         (IRS Employer 
    Jurisdiction of         Number)                 Identification No.)
     Incorporation)                        
            
  
              2732 Transit Road,             
              Buffalo, New York            14224-2523
             ____________________        _______________
            (Address of Principal           (Zip Code)
             Executive Offices)
  
  Registrants telephone number, including area code:       (716) 677-4070
                                                          _________________
  
                                 Not Applicable
          ___________________________________________________________
          (Former Name or Former Address, if Changed Since Last Year)
  
  Item 2.   ACQUISITION OR DISPOSITION OF ASSETS
  
            On   March  7,  1996,  Comptek  Research,  Inc.    (the
            "Company")   concluded  the  acquisition  of   Advanced
            Systems  Development, Inc. ("ASDI"), a privately  held,
            supplier   of   simulation,  training,   and   software
            validation  systems related to electronic  warfare  for
            domestic  and  international markets.  The  acquisition
            was  accomplished  by the merger of  ASDI,  having  its
            principal place of business in East Elmhurst, New York,
            into  Comptek  Federal Systems, Inc.,  a  wholly  owned
            subsidiary  of  the  Company.   As  a  result  of   the
            transaction,   the   Company  acquired   all   of   the
            outstanding  shares of stock of ASDI  in  exchange  for
            $329,842.50 in cash and 623,862 shares of common  stock
            of  the Company.  The number of shares issued was based
            upon  the average closing price of the Company's common
            stock for the 30 days prior to March 1, 1996, resulting
            in  a  total  negotiated stock consideration  value  of
            $4,905,950.  The amount of consideration paid was based
            upon  arms-length negotiations between the Company  and
            the principals of ASDI.
  
                   In   connection  with  the  completion  of   the
            acquisition, the Company restructured the existing debt
            of  the  Company  and of ASDI with $15,000,000  of  new
            credit  facilities.   Prior  to  the  acquisition,  the
            Company had approximately $2,500,000 outstanding  on  a
            $7,000,000   revolving  credit  facility.    ASDI   had
            approximately  $2,000,000 outstanding on  a  $3,000,000
            working  capital facility and approximately  $3,800,000
            of  long term debt.  The new financing package included
            a   $5,000,000,  five-year  term  loan,  bearing   8.5%
            interest  with monthly principal payments beginning  in
            April  1996 and a $10,000,000 two-year revolving credit
            facility.   The Company, subsequent to the  acquisition
            had   approximately  $3,300,000  outstanding   on   the
            $10,000,000 revolving credit facility.  The residual is
            available  for  future  working  capital  requirements.
            Interest  on the revolving credit facility  is  at  the
            Company's option either LIBOR plus 2.5%, or PRIME  plus
            .25%.  This compares with the Company's prior revolving
            credit facility of $7,000,000 bearing an interest  rate
            of LIBOR plus 2.25% or PRIME.  The entire loan facility
            is secured by substantially all of the Company's assets
            including those acquired from ASDI.
  
            The acquisition will be accounted for as a purchase  as
            of March 1, 1996.
  
            The  Company intends to continue the operation  of  the
            business of ASDI from its East Elmhurst location  as  a
            part  of  Comptek Federal Systems, Inc. and to continue
            to use the assets and facilities of ASDI in furtherance
            of such operations.
            
  Item 7.   FINANCIAL  STATEMENTS, PRO FORMA FINANCIAL  INFORMATION
            AND EXHIBITS.
  
       (a) and (b).   It  is  currently impracticable to  file  the
                      required   financial   statements   for   the
                      business  acquired, as well as  the  required
                      pro-forma  financial  information  respecting
                      the  acquisition at the time that this report
                      was  filed.  The omitted information will  be
                      filed as soon as practicable, but in no event
                      later  than sixty (60) days after this report
                      is required to be filed.
  
                 (c).       The following exhibit is filed as  part
                 of   this report:
  
                      Exhibit  2.1, Merger Agreement  dated  as  of
                      January   25,  1996  by  and  among   Comptek
                      Research,  Inc.,  Comptek  Federal   Systems,
                      Inc.,  Advanced  Systems  Development,  Inc.,
                      Michael   Gross,   Matilda   Gross,    Nichan
                      Tchorbajian and Larry Diamond, as amended.
  
                             SIGNATURES
  
  Pursuant  to the requirements of the Securities Exchange  Act  of
  1934, the registrant has duly caused this report to be signed  on
  its behalf by the undersigned hereunto duly authorized.
  
         COMPTEK RESEARCH
  Date:  March 22, 1996          By:      /S/ John R. Cummings
         ______________                   ______________________
                                           John R. Cummings
                                           Chairman, President
                                           and CEO
  1
  
                          MERGER AGREEMENT
  
                          TABLE OF CONTENTS
  
  Section 1.1    Merger                                       6
  
       (a)  CRI to Provide Stock and Cash.                    6
       (b)  Agreement and Plan of Merger                      6
       (c)  Pro-rata Distribution                             7
       (d)  Effect on CFS Shares.                             7
       (e)  Filings                                           7
  
  Section 1.2    Pre-Closing Statement and Purchase Price
                 Adjustment                                   7
  
       (a)  Pre-Closing Statement.                            7
       (b)  Net Asset Value.                                  8
       (c)  Closing Statement                                 8
       (d)  The Closing                                       8
       (e)  CRI Stock Price Floor                             9
  
  Section 1.3    Escrow                                       9
  
       (a)  Delivery of CRI Stock to Escrow Agent.            9
       (b)  Indemnification                                   9
       (c)  Notice to Escrow Agent                            10
       (d)  Release of CRI Stock to the Shareholders          10
       (e)  Escrow Dispute Resolution                         10
       (f)  Authority of Escrow Agent                         11
       (g)  Escrow Agent                                      11
       (h)  Valuation of CRI Stock in Escrow                  11
  
  Section 2.1    Representations and Warranties by ASDI
                 and the Shareholders                         11
  
       (a)  Organization and Qualification                    11
       (b)  Capitalization                                    12
       (c)  Authority Relative to Agreement                   12
       (d)  Lack of Conflict with Other Agreements            13
       (e)  Consents                                          13
       (f)  Financial Statements and Accounts Receivable      13
       (g)  Undisclosed Liabilities                           14
       (h)  Events Subsequent to Balance Sheet Date           15
       (i)  Litigation and Proceedings                        16
       (j)  Employee Benefit Plans                            16
       (k)  Brokers                                           23
       (l)  Environmental Matters                             23
       (m)  Material Contracts                                28
  2
  
       (n)  Government Contracts; Backlog                     30
       (o)  Intellectual Property                             32
       (p)  Labor Relations.                                  33
       (q)  Legal Compliance                                  35
       (r)  Taxes                                             36
       (s)  Licenses, Permits and Authorizations              38
       (t)  Books and Records                                 39
       (u)  Insurance                                         39
  
  Section 2.2    Representations and Warranties by
                 CFS and CRI.                                 40
  
       (a)  Organization and Qualification                    40
       (b)  Authority Relative to Agreements                  40
       (c)  Lack of Conflicts with Other Agreements           41
       (d)  Consents                                          41
       (e)  Brokers                                           41
       (f)  Public Reports                                    41
  
  Section 3.1    Shareholder Approval                         42
  
  Section 3.2    Conduct of ASDI's Business                   42
  
       (a)  Business Conducted in Ordinary Course             42
       (b)  Consent of CFS for Changes in Conduct of Business 45
  
  Section 3.3    Other Actions                                45
  
  Section 3.4    Inquiries and Negotiations                   46
  
  Section 3.5    Notification of Certain Matters              46
  
  Section 3.6    Access to Information                        46
  
       (a)  Confidentiality                                   46
       (b)  Evaluation Materials                              47
       (c)  Mandatory Disclosure                              48
       (d)  Termination of the Agreement                      48
  
  Section 3.7    Public Announcements                         48
  
  Section 3.8    CRI Stock Acquired by the Shareholders       49
  
       (a)  Disclosure of Information                         49
       (b)  Investment Experience                             49
       (c)  Restricted Securities                             49
       (d)  Further Limitations on Disposition                50
       (e)  Legends                                           50
       (f)  Accredited Investor                               51
  3
  
  Section 3.9    Restriction on Transferability of Shares,
                 Compliance with Securities Act of 1933       51
  
       (a)  Restrictions on Transferability                   51
       (b)  Certain Definitions                               51
       (c)  Required Registration                             53
       (d)  Indemnification by CRI                            54
       (e)  Indemnification by the Shareholder                56
       (f)  Cooperation, Furnishing of Information            56
       (g)  Expense                                           56
       (h)  Notice of Sale                                    57
  
  Section 4.1    Conditions to the Merger                     57
  
       (a)  Shareholder Approval by ASDI                      58
       (b)  No Injunction                                     58
       (c)  Accuracy of Representations and Warranties;
            Compliance with Covenants; and Absence of
            Material Adverse Change                           58
       (d)  Satisfaction of Conditions Precedent by ASDI
            and the Shareholders                              58
       (e)  Consents Required to be Obtained by ASDI          58
       (f)  Employment Agreements                             59
       (g)  Material Changes to Operations of ASDI            59
       (h)  Accuracy of ASDI Representations and Warranties   59
       (i)  Financing                                         59
       (j)  Corporate Records of ASDI                         60
       (k)  Transactional Materials of ASDI                   60
       (l)  Sick Leave                                        60
       (m)  Vacation                                          60
  
  Section 4.2    Conditions to the Merger                     60
  
       (a)  No Injunction                                     60
       (b)  Accuracy of Representations and Warranties;
            Compliance with Covenants; and Absence of
            Material Adverse Change                           61
       (c)  Satisfaction of Conditions Precedent by
            CRI and CFS                                       61
       (d)  Employment Agreements                             61
       (e)  Transactional Materials of CFS and CRI            61
       (f)  Assumption of Debt Obligations of the
            Shareholders                                      61
       (g)  Lease of East Elmhurst Facility                   62
  
  Section 5.1    Termination by Mutual Consent                63
  
  Section 5.2    Termination by ASDI or CFS and CRI           63
  
  Section 5.3    Termination by ASDI                          63
  
  Section 5.4    Termination by CFS and CRI                   64
  4
  
  Section 5.5    Effect of Termination                        64
  
  Section 5.6    Amendment                                    65
  
  Section 5.7    Waiver                                       65
  
  Section 6.1    Notices                                      65
  
  Section 6.2    Counterparts                                 67
  
  Section 6.3    Headings                                     67
  
  Section 6.4    Survival of Representations or Warranties    67
  
  Section 6.5    Indemnification                              67
  
  Section 6.6    Entire Agreement                             69
  
  Section 6.7    Cooperation                                  69
  
  Section 6.8    No Rights to Third Parties                   69
  
  Section 6.9    No Assignment                                69
  
  Section 6.10   Governing Law                                70
  
  Section 6.11   Consent to Jurisdiction                      70
  
  Certain Definitions                                         70
  
  LIST OF SCHEDULES                                           77
  5
                                  
                          MERGER AGREEMENT
  
        THIS  AGREEMENT, dated as of January 25, 1996, by and among
  COMPTEK  RESEARCH, INC., a New York corporation having an  office
  and  principal  place of business at 2732 Transit Road,  Buffalo,
  New  York  14224  (hereinafter  called  "CRI"),  COMPTEK  FEDERAL
  SYSTEMS,  INC.,  a  New  York corporation having  an  office  and
  principal  place of business at 2732 Transit Road,  Buffalo,  New
  York   14224   (hereinafter  called  "CFS"),   ADVANCED   SYSTEMS
  DEVELOPMENT,  INC., a New York corporation having an  office  and
  principal  place of business at 96-10 23rd Avenue, East Elmhurst,
  New  York  11369-1230  (hereinafter called "ASDI"),  and  MICHAEL
  GROSS,  MATILDA GROSS, NICHAN TCHORBAJIAN and LARRY DIAMOND.  The
  foregoing  individuals other than Matilda Gross  are  hereinafter
  collectively referred to as the "Shareholders".
  
        WHEREAS,  the  Shareholders are the owners of  all  of  the
  issued and outstanding shares of capital stock of ASDI; and
  
        WHEREAS, CRI and the Shareholders desire to effect the tax-
  free  merger hereinafter set forth under Section 368(a)(2)(d)  of
  the Internal Revenue Code whereunder ASDI will merge into CFS,  a
  wholly  owned  subsidiary of CRI, and all outstanding  shares  of
  capital stock of ASDI (hereinafter called "Shares") will  by  the
  merger be converted into shares of capital stock of CRI and  cash
  upon the terms and conditions set forth herein;
  
        NOW,  THEREFORE,  for and in consideration  of  the  mutual
  covenants  and  agreements hereinafter  set  forth,  the  parties
  hereto agree as follows:
  6
                              ARTICLE I
                               MERGER
  
  Section 1.1    Merger
  
             (a)   CRI  to Provide Stock and Cash.  At the Closing,
  CRI  will deliver common stock of CRI (the "CRI Stock") and  cash
  to effectuate the Merger.
  
            (b)  Agreement and Plan of Merger.  On the Closing Date
  (as  hereinafter  defined),  ASDI shall  be  merged  (hereinafter
  sometimes  called the "Merger") into CFS, a New York  corporation
  and  a  wholly  owned subsidiary of CRI, in accordance  with  the
  terms of this Agreement and the statutory merger requirements  of
  the  New  York  Business  Corporation  Law.   CFS  shall  be  the
  corporation  surviving the Merger and the separate  existence  of
  ASDI shall cease as of the Merger.  CFS shall then be vested with
  and  possess  all  of  the assets, property, rights,  privileges,
  immunities,  powers,  franchises and authority  of  ASDI  without
  further act or deed and shall have assumed and be liable for  all
  obligations  of  ASDI  as  set forth in this  Agreement.  In  the
  Merger,  the Shares owned by Matilda Gross shall be automatically
  converted into the right to receive $329,842.50 in cash, and  the
  Shares owned by the Shareholders shall be automatically converted
  into  the right to receive a number of shares of CRI common stock
  equal in value to $4,905,950, valued at the average closing price
  for  thirty  (30)  days prior to the Closing.   At  the  Closing,
  shares  of  CRI  stock  valued  at $1,060,000  under  the  method
  aforesaid, shall be delivered into escrow pursuant to  the  terms
  of  the  provisions of Section 1.3, and the balance  of  the  CRI
  Stock shall be delivered to the Shareholders.
  7
  
            (c)  Pro-rata Distribution.  The CRI common stock shall
  be  issued  to  each  Shareholder pro-rata in proportion  to  the
  number of Shares held by him.
  
             (d)   Effect  on CFS Shares.  None of  the  shares  of
  common stock of CFS issued and outstanding at the effective  time
  of  the Merger shall be converted as a result of the Merger,  but
  all of such shares shall remain issued and outstanding shares  of
  common stock of CFS.
  
            (e)  Filings.  On or about the date of the Closing, the
  parties hereto shall cause to be filed the Certificate of  Merger
  and  such other documents with the Secretary of the State of  New
  York,   as   shall   be  necessary  for  the   consummation   and
  effectiveness  of  the Merger as contemplated hereby  as  of  the
  Closing Date.
  
  Section   1.2      Pre-Closing  Statement  and   Purchase   Price
  Adjustment
  
             (a)   Pre-Closing Statement.  At least three (3)  days
  prior to Closing, the Shareholders shall cause ASDI to prepare  a
  pre-closing  statement  (the "Pre-Closing Statement")  reflecting
  the  Net  Asset  Value of ASDI as defined in  (b)  below,  as  of
  January 31, 1996.  The Pre-Closing Statement shall be prepared on
  a  basis  consistent  with  the  September  30,  1995,  Certified
  Financial Statements, copies of which are referenced on  Schedule
  1.2(a).   To  the  extent the Net Asset Value as of  January  31,
  1996,  (as  reflected on the Pre-Closing Statement) is less  than
  $282,985,  then the value of the CRI stock set forth  in  Section
  1.1(c)  shall be adjusted downward on a dollar-for-dollar  basis.
  Although  the purchase price will not be increased by excess  net
  worth,  the  excess  net  worth will be added  to  the  liability
  cushion defined in Section 1.3(b) of this Agreement.
  8
  
             (b)  Net Asset Value.  For purposes of this Agreement,
  equity   determined   in  accordance  with   generally   accepted
  accounting  principles applied on a basis consistent  with  those
  applied  in the preparation of the September 30, 1995,  Certified
  Financial Statements.
  
             (c)  Closing Statement.  Within 15 business days after
  the  Closing  Date, the Shareholders and ASDI shall cooperate  in
  the  preparation and deliver to CFS a Balance Sheet  showing  the
  Net  Asset  Value  of ASDI as of the Closing Date  (the  "Closing
  Statement").  The Closing Statement shall be prepared on a  basis
  consistent with the September 30, 1995, Financial Statements.  To
  the  extent the Net Asset Value of ASDI on the Closing  Statement
  is  less  than the amount set forth on the Pre-Closing Statement,
  then the value of CRI stock set forth in Section 1.1(b) shall  be
  adjusted  downward on a dollar-for-dollar basis by  reducing  the
  stock held in escrow pursuant to Section 1.1(b). Disputes in  the
  preparation  of the Closing Statement shall be resolved  in  good
  faith, and if not so resolved shall be conclusively determined by
  Price  Waterhouse, with the fees of such firm to be borne by  the
  parties  in  the proportion in which they have not prevailed,  so
  that  for  example  if  a  dispute  involves  $10,000  and  Price
  Waterhouse  rules in favor of CRI on $8,000 of this  amount,  the
  Shareholders will bear 80% of such fees and CRI will bear 20%  of
  the  such fees. Shareholders shall be obligated to indemnify  CRI
  and  CFS  under  Section 6.5 (and subject to the limitations  set
  forth  therein)  to  the  extent that ASDI  writes  off  accounts
  receivable  in  excess of the bad debt reserve  therefor  on  the
  Closing Statement.
  
             (d)   The Closing.  Subject to the provisions of  this
  Agreement,  a closing (the "Closing") shall be held on  March  1,
  1996, or on such other date not later than the 45th day after the
  date hereof as the parties shall agree (the "Closing Date") at
  10:00 a.m.
  9
  
  local time) at the offices of CRI and CFS, or at such other  time
  or place as the parties hereto may agree.
  
            (e)  CRI Stock Price Floor.  If the CRI Stock shall, at
  the  later  to occur of (i) the first anniversary of the  Closing
  Date  and  (ii)  the  date  on which the  registration  statement
  referred  to in Section 3.9 (the "registration statement")  shall
  have  been  declared  effective by the SEC, when  valued  at  the
  average closing price for the previous thirty (30) days, be  less
  than  sixty-five percent (65%) of the value set forth in  Section
  1.1(c)  of this Agreement, then CRI shall forthwith pay  to  each
  Shareholder an amount equal to the shortfall from such 65%.  Such
  amount  shall be paid in cash, or, at the option of CRI and  CFS,
  in  CRI  stock  which  is  subject to an  effective  registration
  statement and which has a then value equal to the shortfall.
  
  Section 1.3    Escrow
  
             (a)  Delivery of CRI Stock to Escrow Agent.   The  CRI
  stock  to  be delivered in escrow under Section 1.1(b)  shall  be
  delivered in escrow to Purchaser's counsel (the "Escrow  Agent"),
  together with stock powers therefor endorsed in blank.
  
             (b)  Indemnification.  If ASDI or any  Shareholder  is
  obligated  to  indemnify CRI and CFS under any  Section  of  this
  Agreement,  specifically including but not  limited  to  Sections
  2.1(f)  and 2.1(n), Gross (as representative of the Shareholders)
  shall  join  with CRI and CFS in a joint notice to  Escrow  Agent
  wherein CRI and CFS and Gross jointly direct the Escrow Agent  to
  first  apply  such  indemnified  amounts  against  the  liability
  cushion, if any, until it is exhausted.  For the purposes of this
  Agreement, the "liability cushion" shall mean $100,000  plus  any
  amount  by  which  the Net Asset Value of ASDI  at  the  time  of
  Closing exceeds
  10
  
  $282,985.   If  the  liability cushion is exhausted,  the  Escrow
  Agent shall release to CRI and CFS shares of CRI Stock which have
  a  value (as set forth in Section 1.1(b)) equal to the amount  of
  such indemnity liability.
  
            (c) Notice to Escrow Agent.  If ASDI or any Shareholder
  is obligated to make any adjusting payment under any provision of
  this  Agreement,  Gross (as representative of  the  Shareholders)
  shall  join  with CRI and CFS in a joint notice to  Escrow  Agent
  wherein CRI and CFS and Gross jointly direct the Escrow Agent  to
  exhaust  the liability cushion, if any, then release to  CRI  and
  CFS  CRI shares of CRI Stock which have a value (as set forth  in
  Section 1.1(b)) equal to the amount of such adjustment.
  
            (d)   Release of CRI Stock to the Shareholders.  On the
  first  anniversary  of  the  date of this  Agreement,  Gross  (as
  representative of the Shareholders) agrees to join with  CRI  and
  CFS in a joint notice to Escrow Agent wherein the persons signing
  such  notice  direct  the Escrow Agent to exhaust  the  liability
  cushion, if any, then release to the respective Shareholders  (in
  accordance  with their ownership as reflected in  the  Disclosure
  Schedule)  the CRI Stock then held in escrow, less any CRI  Stock
  theretofore released under any other provision of this  Agreement
  or as to which there is a dispute.
  
             (e)  Escrow Dispute Resolution.  In the event  of  any
  dispute on whether any such notice is required to be signed, such
  dispute  shall  be determined exclusively by arbitration  by  the
  American Arbitration Association ("AAA") at the Buffalo, New York
  area offices of CRI and CFS, or at such site as the parties shall
  agree.
  11
  
             (f) Authority of Escrow Agent.  The Escrow Agent shall
  act  only  in accordance with a joint notice as aforesaid  or  in
  accordance with a binding and final arbitration award.
  
             (g)  Escrow Agent.  The parties acknowledge that Oscar
  D.  Folger  has acted as counsel to ASDI and the Shareholders  in
  connection with this transaction, and that he may continue so  to
  act notwithstanding any dispute hereunder. The Escrow Agent shall
  be  permitted  to  rely  on  any notice  he  believes  have  been
  genuinely signed. He may resign as Escrow Agent at any  time  and
  thereafter hold the escrow assets as custodian until the  parties
  jointly  appoint  a  successor escrow agent.  He  may  interplead
  disputing  parties in actions filed by him hereunder in  the  New
  York  Federal  or state courts. The parties hereby indemnify  the
  Escrow  Agent  for  all  actions  taken  by  him  on  good  faith
  hereunder.
  
            (h) Valuation of CRI Stock in Escrow.  For the purposes
  of  this Section 1.3, each share of CRI Stock shall be deemed  to
  have a value as set forth in Section 1.1(b) of this Agreement.
  
                             ARTICLE II
                   REPRESENTATIONS AND WARRANTIES
  
  Section  2.1     Representations and Warranties by ASDI  and  the
  Shareholders.  ASDI and the Shareholders warrant to CRI  and  CFS
  as follows:
  
              (a)   Organization  and  Qualification.   ASDI  is  a
  corporation duly organized, validly existing and in good standing
  under  the laws of New York and has all requisite corporate power
  and  authority to own or lease and operate its properties and  to
  carry  on  its business as now conducted.  ASDI is duly qualified
  as a foreign corporation to do business, and is in good standing,
  in each jurisdiction in which the nature of its business or the
  12
  
  ownership  or  leasing of its properties makes such qualification
  necessary, except for such jurisdictions where the failure to  so
  qualify  would  not  have  a Material Adverse  Effect.   For  the
  purposes of this Agreement, a "Material Adverse Effect"  means  a
  material  adverse effect on the business, operations or financial
  condition of ASDI.  ASDI has furnished or made available  to  CFS
  accurate and complete copies of the Articles of Incorporation and
  By-laws of ASDI.  At the Closing, ASDI will provide a Certificate
  of  Good  Standing from the State of New York and from any  other
  jurisdiction in which it is qualified, or needs to be  qualified,
  to do business.
  
             (b)  Capitalization.  The authorized capital stock  of
  ASDI  consists of (i) 1,000 Shares of Common Stock, of which  505
  shares  are issued and outstanding, par value $.01.  All of  such
  issued  and outstanding Shares of ASDI Common Stock were  validly
  issued  and  are  fully paid and non-assessable.   There  are  no
  outstanding   options,  warrants,  rights  or  other   securities
  exercisable  or  exchangeable for  any  capital  stock  or  other
  securities of ASDI, any other commitments or agreements providing
  for  the  issuance  of additional shares, the  sale  of  treasury
  shares,  or  for the repurchase of redemption of shares  of  ASDI
  capital  stock, or any agreements of any kind which may  obligate
  ASDI  to  issue, purchase, register for sale, redeem or otherwise
  acquire  any  of  its securities or other equity  interests.  The
  foregoing  does  not take into account a shareholders'  agreement
  which the Shareholders agree to terminate as of the Closing.
  
             (c)   Authority Relative to Agreement.  ASDI  has  all
  requisite  corporate power and authority to execute  and  deliver
  this  Agreement  and  the  requisite  approval  to  perform   its
  obligations    hereunder   and   consummate   the    transactions
  contemplated hereby.  This Agreement has been approved by each of
  the Shareholders.  No other corporate proceedings on the part  of
  ASDI  are  necessary to authorize the Merger  Transaction.   This
  Agreement has been duly
  13
  
  executed  and delivered by ASDI and this Agreement constitutes  a
  valid and binding obligation of ASDI enforceable against ASDI  in
  accordance with its terms.
  
             (d)   Lack  of  Conflict with Other  Agreements.   The
  execution  and  delivery  of  this  Agreement  by  ASDI  and  the
  consummation by ASDI of the Merger Transaction will not  conflict
  with  any  provision of the Articles of Incorporation or By-laws,
  as  amended,  of ASDI or result in any violation  of  or  default
  under,  or  permit the acceleration of any obligation under,  any
  mortgage, indenture, lease, agreement or other instrument, permit
  concession,  grant, franchise, license, judgment, order,  decree,
  statute, law, ordinance, rule or regulation applicable to ASDI.
  
              (e)   Consents.   No  consent,  approval,  order   or
  authorization  of, or registration, declaration of  riling  with,
  any  Federal, state, local or foreign governmental or  regulatory
  authority  is  required  to  be  obtained  or  made  by  ASDI  in
  connection  with the execution and delivery of this Agreement  by
  ASDI  or  the  consummation by ASDI of  the  Merger  Transaction,
  except  for  the  filing of the Certificate of  Merger  with  the
  Secretary of State of the State of New York.
  
             (f)  Financial Statements and Accounts Receivable.  To
  the  best  knowledge of ASDI and the Shareholders, the  financial
  statements  of ASDI have been prepared in accordance with  United
  States  generally  accepted accounting principles  applied  on  a
  consistent basis ("GAAP") (except as may be indicated therein  or
  in  the  notes thereto) and fairly present the financial position
  of  ASDI as at the date thereof and the results of its operations
  and  changes  in financial position for the periods  then  ended.
  The  Shareholders will reasonably cooperate with ASDI in  seeking
  to  prepare financial statements which comply with Regulation S-X
  of  the  Securities Exchange Act of 1934 so that CRI may  make  a
  timely
  14
  
  filing  on  Form 8-K with the Securities and Exchange Commission.
  To the best of ASDI's and the Shareholders' knowledge and belief,
  the  aggregate  gross receivables reflected in the September  30,
  1995,  Certified  Financial Statements of ASDI  represented  bona
  fide claims against debtors for sales or other charges arising on
  or  before  that date and are not subject to offset or  discount,
  except  for  normal  cash  discounts.   The  amount  carried  for
  doubtful accounts
  and   allowances  in  such  Certified  Financial  Statements   is
  sufficient  to provide for any losses which may be  sustained  on
  realization of such receivables.  The above notwithstanding,  any
  aggregate deficiency in accounts receivable for work done through
  the  Closing Date, either billed or unbilled at the Closing Date,
  with  Elettronica, Rainford and Deutsche Aerospace  which  arises
  before  June  30,  1997, shall be charged against  the  liability
  cushion  described in Section 1.3 of this Agreement until  it  is
  exhausted,  and then against the escrow amount as  set  forth  in
  Section 1.3 of this Agreement.
  
            (g)  Undisclosed Liabilities.  To the best knowledge of
  the  Shareholders and of the management of ASDI,  and  except  as
  disclosed in this Agreement or any Schedule hereto:
  
                  (i)   ASDI does not have any material liabilities
  or  obligations  (whether absolute or contingent,  liquidated  or
  unliquidated,  or  due  or  to become due)  of  a  type  normally
  reflected  on a balance sheet prepared in accordance  with  GAAP,
  except  for liabilities and obligations (A) reflected or reserved
  for  on  the balance sheet of ASDI as of September 30, 1995  (the
  "Balance Sheet Date"), or (B) that have arisen since the  Balance
  Sheet  Date  in  the  ordinary course of  the  operation  of  the
  business and consistent with the past practice of ASDI (which are
  disclosed  on Schedule 2.1(g) hereto) and which are reflected  on
  the Closing Statement.
  
                  (ii)  Set forth on Schedule 2.1(g) is the current
  Reasonable Best Estimate (as hereinafter defined) of ASDI of all
  15
  
  program  cost  reserves  of ASDI with  respect  to  the  Material
  Contracts referenced in Section 2.1(m) pursuant to which ASDI  is
  required   to  perform  services,  deliver  products   or   both.
  "Reasonable Best Estimate" means an estimate as to which there is
  a  reasonable  basis and in no event shall it be construed  as  a
  guarantee of other assurance of a future result.  At the Closing,
  ASDI  shall deliver to CFS Certifications signed by each  of  the
  Shareholders of the Reasonable Best Estimate of the program  cost
  reserves for each of the Material Contracts.
  
                  (iii) Schedule 2.1(g) references a New York State
  Department  of  Labor dispute against ASDI.   On  or  before  the
  Closing  Date,  ASDI will record an additional liability  in  the
  amount of $25,000 to reflect potential losses in this matter  and
  for other similar situations.  The Shareholders have no liability
  if actual losses exceed $25,000.
  
             (h)  Events Subsequent to Balance Sheet Date.  To  the
  best knowledge of the Shareholders and of the management of ASDI,
  since the date of the Balance Sheet Date, (i) there has not  been
  any   Material  Adverse  Effect,  or  any  event,  condition   or
  contingency  that  is,  in  the  reasonable  judgment  of  senior
  management  of ASDI and the Shareholders, likely to result  in  a
  Material  Adverse Effect, other than any changes in the prospects
  of  the business of ASDI which result from developments affecting
  the  defense industry generally, and (ii) ASDI has not (A)  sold,
  transferred,  leased, pledged, or mortgaged any material  assets,
  properties or rights, except in the ordinary course of operations
  of  their  respective businesses, consistent with past practices,
  (B)  made any change in any method of accounting, or (C) made any
  capital  expenditures  or  commitments for  capital  expenditures
  which exceed $10,000 in any case, or $50,000 in the aggregate.
  16
  
             (i)   Litigation and Proceedings.  Except as disclosed
  in  this Agreement or any Schedule hereto, there are no lawsuits,
  actions, suits, claims or other proceedings at law or in  equity,
  or  to  the knowledge of ASDI or the Shareholders, investigations
  (including, without limitation, investigations by any  government
  involving any Governmental Contract wherein a claim for  improper
  charges  was  made)  before  or  by  any  court  or  governmental
  authority or instrumentality or before any arbitrator pending or,
  to  the knowledge of ASDI or the Shareholders, threatened against
  ASDI.   To the knowledge of ASDI and the Shareholders, there  are
  no  investigations (including, without limitation, investigations
  by  any  governmental  body  or agent  involving  any  Government
  Contract   wherein  a  claim  for  improper  charges  was   made)
  involving, directly or indirectly, ASDI.  There is no unsatisfied
  judgment,  order or decree or any outstanding injunction  binding
  upon ASDI.
  
            (j)  Employee Benefit Plans.
  
                  (i)  Definitions.  The following terms, when used
  in  this Section 2.1(j), shall have the following meanings.   Any
  of  these  terms may, unless the context otherwise  requires,  be
  used in the singular or the plural depending on the reference.
  
                         (A)     Benefit   Arrangement.    "Benefit
  Arrangement" shall mean any employment, consulting, severance  or
  other  similar  contract, arrangement or policy  and  each  plan,
  arrangement  (written or oral), program, agreement or  commitment
  providing  for  insurance coverage (including without  limitation
  any self-insured arrangements), workers' compensation, disability
  benefits,  supplemental unemployment benefits, vacation benefits,
  retirement   benefits,  life,  health,  disability  or   accident
  benefits  (including without limitation any "voluntary employees'
  beneficiary association" as defined in Section 501(c)(9)  of  the
  Code  providing for the same or other benefits) or  for  deferred
  compensation,
  16
  
  profit-sharing  bonuses, stock options, restricted  stock,  stock
  appreciation rights, stock purchases or other forms of  incentive
  compensation   or  post-retirement  insurance,  compensation   or
  benefits  which  (1)  is  not a Welfare  Plan,  Pension  Plan  or
  Multiemployer Plan, (2) is contributed to, as the case may be, by
  ASDI  or  any ERISA Affiliate (with respect to their relationship
  with any such entity).
  
                       (B)  Employee Plans.  "Employee Plans" shall
  mean all Benefit Arrangements, Multiemployer Plans, Pension Plans
  and Welfare Plans.
  
                       (C)  ERISA.  "ERISA" shall mean the Employee
  Retirement Income Security Act of 1974, as amended.
  
                       (D)   ERISA  Affiliate.   "ERISA  Affiliate"
  shall  mean any entity which is (or at any relevant time  was)  a
  member  of  a  "controlled  group of  corporations"  with,  under
  "common  control"  with,  or a member of an  "affiliated  service
  group" with ASDI as defined in Section 414(b), (c), (m) or (o) of
  the Code.
  
                        (E)   Multiemployer  Plan.   "Multiemployer
  Plan"  shall mean any "Multiemployer plan," as defined in Section
  4001(a)(3)  of  ERISA,  (1) which ASDI  or  any  ERISA  Affiliate
  maintains,   administers,  contributes  to  or  is  required   to
  contribute  to,  and  (2)  which covers any  employee  or  former
  employee  of ASDI or any ERISA Affiliate (with respect  to  their
  relationship with such entities).
  
                       (F)   PBGC.   "PBGC" shall mean the  Pension
  Benefit Guaranty Corporation.
  
                      (G)  Pension Plan.  "Pension Plan" shall mean
  any "employee pension benefit plan" as defined in Section 3(2) of
  18
  
  ERISA  (other than a Multiemployer Plan) (1) which  ASDI  or  any
  ERISA  Affiliate  maintains, administers, contributes  to  or  is
  required  to contribute to, and (2) which covers any employee  or
  former  employee of ASDI or any ERISA Affiliate (with respect  to
  their relationship with such entities).
  
                      (H)  Welfare Plan.  "Welfare Plan" shall mean
  any "employee welfare benefit plan" as defined in Section 3(1) of
  ERISA,   (1)   which  ASDI  or  any  ERISA  Affiliate  maintains,
  administers, contributes to or is required to contribute to,  and
  (2)  which covers any employee or former employee of ASDI or  any
  ERISA  Affiliate  (with respect to their relationship  with  such
  entities).
  
                  (ii)  Disclosure; Delivery of Copies of  Relevant
  Documents and Other Information.  ASDI maintains a complete  list
  of  Employee  Plans, true and correct copies of which  have  been
  previously furnished or made available to CRI and CFS.
  
                   (iii)       Representations.    ASDI   and   the
  Shareholders represent and warrant as follows:
  
                      A.   Pension Plans.
  
                           (1)  No "accumulated funding deficiency"
  (for which an excise tax is due or would be due in the absence of
  a  waiver) as defined in Section 412 of the Code or as defined in
  Section  302(a)(2)  of  ERISA,  whichever  may  apply,  has  been
  incurred  with  respect to any Pension Plan with respect  to  any
  plan  year,  whether or not waived.  Neither ASDI nor  any  ERISA
  Affiliate  has failed to pay when due any "required installment,"
  within  the  meaning of Section 214(m) of the  Code  and  Section
  302(e)  of ERISA, whichever may apply with respect to any Pension
  Plan.   Neither  ASDI nor any ERISA Affiliate is subject  to  any
  lien imposed under
  19
  
  Section  412(n) of the Code or Section 302(f) or 4068  of  ERISA,
  whichever  may  apply,  with respect to any  Pension  Plan.   All
  "benefit  liabilities" within the meaning of Section  4001(a)(16)
  of ERISA, are fully funded as of the Closing Date with respect to
  each Pension Plan, if any, on a termination basis.
  
                             (2)    Neither  ASDI  nor  any   ERISA
  Affiliate is required to provide security to a Pension Plan under
  Section 401(a)(29) of the Code.
  
                            (3)  Each Pension Plan and each related
  trust agreement, annuity contract or other funding instrument  is
  qualified  and  tax  exempt  under the  provisions  of  the  Code
  Sections 401(a) and 501(a) and each has been so determined by the
  Internal Revenue Service.
  
                            (4)   Each Pension Plan, related  trust
  agreement,  annuity contract or other funding  instrument  is  in
  material  compliance with its terms and, both as to form  and  in
  operation,  with  the  requirements prescribed  by  any  and  all
  statutes,  orders, rules and regulations which are applicable  to
  such  Pension  Plan, including without limitation ERISA  and  the
  Code,  and  there exists no tax, penalty or other liability  with
  respect to such Pension Plan.
  
                           (5)  ASDI or an ERISA Affiliate has paid
  all  premiums  (and  interest  charges  and  penalties  for  late
  payment,  if  applicable) due to the PBGC with  respect  to  each
  Pension Plan which is covered by Title IV of ERISA for each  plan
  year  thereof for which such premiums are required.  Neither ASDI
  nor  any  ERISA  Affiliate has engaged in, or is a  successor  or
  parent  corporation  to  an  entity  that  has  engaged   in,   a
  transaction  which is described in Section 4069 of ERISA.   There
  has  been no unreported "reportable event" (as defined in Section
  4043(b) of ERISA and the PBGC
  20
  
  regulations under such Section) requiring notice to the PBGC with
  respect to any Pension Plan.  No filing has been made by ASDI  or
  any  ERISA  Affiliate with the PBGC, and no proceeding  has  been
  commenced  by  the  PBGC,  to terminate  any  Pension  Plan.   No
  condition  exists and no event has occurred that could constitute
  grounds  for the termination of any Pension Plan by the PBGC,  or
  which could reasonably be expected to result in liability of ASDI
  or  any  ERISA Affiliate to the PBGC with respect to any  Pension
  Plan, other than liabilities for premium payments.  Neither  ASDI
  nor  any  ERISA Affiliate has, at any time, (a) ceased operations
  at  a  facility  so  as to become subject to  the  provisions  of
  Section 4062(e) of ERISA, (2) withdrawn as a substantial employer
  so  as  to  become subject to the provisions of Section  4063  of
  ERISA,  or  (3)  ceased making contributions  on  or  before  the
  Closing  Date to any Pension Plan subject to Section  4064(a)  of
  ERISA  to  which  ASDI or any ERISA Affiliate made  contributions
  during the six years prior to the Closing Date.
  
                       (B)   Multiemployer  Plans.   There  are  no
  Multiemployer Plans, and neither ASDI nor any ERISA Affiliate has
  ever  maintained, contributed to, or participated  or  agreed  to
  participate in any Multiemployer Plan.
  
                      (C)  Welfare Plans.
  
                            (1)   Each Welfare Plan is in  material
  compliance  with  its terms and, both as to form  and  operation,
  with the requirements prescribed by any and all statutes, orders,
  rules  and regulations which are applicable to such Welfare Plan,
  including without limitation ERISA and the Code, and there exists
  no  tax,  penalty or other liability with respect to such Welfare
  Plan.
  21
  
                            (2)   There are no liabilities of  ASDI
  and or any ERISA Affiliate for providing retiree life and medical
  benefits coverage to active and retired employees of ASDI and any
  ERISA  Affiliates. ASDI has the right to modify and to  terminate
  Welfare Plans, including the right to modify or terminate Welfare
  Plans,  including the right to modify or terminate Welfare  Plans
  that provide coverage or benefits for retired or active employees
  or their beneficiaries.
  
                           (3)  Each Welfare Plan which is a "group
  health  plan,"  as defined in Section 607(1) of ERISA,  has  been
  operated  in  material compliance with provisions of  Part  6  of
  Title I, Subtitle B of ERISA and Section 4980B of the Code at all
  times.
  
                       (D)   Benefit  Arrangements.   Each  Benefit
  Arrangement is in material compliance with its terms and with the
  requirements  prescribed by any and all statutes,  orders,  rules
  and regulations which are applicable to such Benefit Arrangement,
  including without limitation the Code, and there exists  no  tax,
  penalty   or  other  liability  with  respect  to  such   Benefit
  Arrangement.
  
                        (E)    Fiduciary   Duties  and   Prohibited
  Transactions.   ASDI  has  no  liability  with  respect  to   any
  transaction in violation of Sections 404 or 406 of ERISA, or  any
  "prohibited transaction," as defined in Section 4975(c)(1) of the
  Code, for which no exemption exists under Section 408 of ERISA or
  Section  4975(c)(2) or (d) of the Code to which any Welfare  Plan
  or  Pension  Plan is subject.  To the knowledge of ASDI  and  the
  Shareholders, neither ASDI nor any of its ERISA Affiliates or any
  other party has participated in a violation of Part 4 of Title I,
  Subtitle B of ERISA by any plan fiduciary of any Welfare Plan  or
  Pension Plan and has no unpaid civil penalty under Section 502(1)
  of ERISA.
  22
  
                        (F)   Litigation.   There  is  no  material
  action,  order, writ, injunction, judgment or decree  outstanding
  or   claim,   suit,  litigation,  proceeding,  arbitral   action,
  governmental  audit  or  investigation  relating  to  or  seeking
  benefits  under  any Employee Plan that is pending,  or,  or  the
  knowledge of ASDI, threatened or anticipated against ASDI or  any
  ERISA Affiliate.
  
                       (G)  Unpaid Contributions.  Neither ASDI nor
  any  ERISA  Affiliate has any liability for unpaid  contributions
  with  respect  to any Employee Plan.  ASDI has made all  required
  contributions  under each Employee Plan for all  periods  through
  and including the Closing Date, or proper accruals have been made
  and  are reflected on the appropriate balance sheet and books and
  records.
  
                       (H)   Copies  of  Documentation.   ASDI  has
  delivered pursuant to this Agreement a true and complete  set  of
  copies  of  (a) all Employee Plans and related trust  agreements,
  annuity  contracts  or  other funding instruments  as  in  effect
  immediately  prior  to  the  Closing  Date,  together  with   all
  amendments thereto which shall become effective at a later  date;
  (b)  the  latest  Internal Revenue Service  determination  letter
  obtained  with  respect to any such Employee  Plan  qualified  or
  exempt  under Section 401 or 501 of the Code; (c) forms 5500  and
  certified  financial statements for the most  recently  completed
  three  fiscal years for each Employee Plan required to file  such
  form,  together  with the most recent actuarial report,  if  any,
  prepared  by  the  Employee's Plan's enrolled  actuary;  (d)  all
  summary  plan  descriptions for each Employee  Plan  required  to
  prepare, file and distribute summary plan descriptions;  (3)  all
  summaries furnished or made available to employees, officers  and
  directors  of  ASDI  or  any  ERISA Affiliate  of  all  incentive
  compensation, other plans and fringe benefits for which a summary
  plan description is not required; and (f) the
  23
  
  notifications to employees of their rights under Section 4980B of
  the Code.
  
             (k)  Brokers.  No broker, finder, or investment banker
  is entitled to any brokerage, finder's or other fee or commission
  in connection with the Merger Transaction based upon arrangements
  made by or on behalf of ASDI or the Shareholders.
  
            (l)  Environmental Matters.
  
                 (i)  Environmental Definitions.
  
                       (A)  Environment.  "Environment" means soil,
  land,   land   surface  or  subsurface  strata,  surface   waters
  (including  navigable  waters and ocean waters),  ground  waters,
  drinking  water  supply, stream sediments, ambient  air  and  any
  other environmental medium;
  
                        (B)    Environmental,  Health  and   Safety
  Liabilities.   "Environmental,  Health  and  Safety  Liabilities"
  means   any   loss,  cost,  expense,  claim,  demand,  liability,
  obligation or other responsibility of whatever kind or otherwise,
  based upon Environmental Law relating to:
  
                           (1)  any environmental, health or safety
  matters or conditions (including, but not limited to, on-site  or
  off-site  contamination,  occupational  safety  and  health,  and
  regulation of chemical substances or products);
  
                             (2)    fines,  penalties,   judgments,
  awards,   settlements,   legal  or  administrative   proceedings,
  damages,  losses,  claims,  demands  and  response,  remedial  or
  inspection costs and expenses arising under Environmental Law;
  24
  
                             (3)   financial  responsibility  under
  Environmental  law  for  cleanup  costs  or  corrective   action,
  including  for  any removal, remedial or other response  actions,
  and for any nature resource damages;
  
                           (4)  any other compliance, corrective or
  remedial measures required under Environmental Law.
  
                        The   terms   "removal,"   "remedial"   and
  "response"  action shall include the types of activities  covered
  by   the  United  States  Comprehensive  Environmental  Response,
  Compensation, and Liability Act, 42 U.S.C. Section 9601 et  seq.,
  as amended ("CERCLA");
  
                       (C)  Environmental Law.  "Environmental Law"
  means  any provision of past or present federal, state, local  or
  any   other  legally  enforceable  governmental  law,  directive,
  statute, ordinance, rule, regulation or standard, common  law  or
  any  judgment,  order,  writ, notice,  decree,  permit,  license,
  approval,  consent or injunction, relating to any  environmental,
  health  or  safety  matters  or conditions,  Hazardous  Materials
  (hereinafter   defined),   pollution   or   protection   of   the
  Environment, including, but not limited to, on-site  or  off-site
  contamination, occupational safety and health and  regulation  of
  chemical  substances or products, emissions, discharges, releases
  or  threatened release of pollutants, contaminants, chemicals, or
  industrial, toxic, radioactive or Hazardous Materials  or  wastes
  into  the  Environment, or otherwise relating to the manufacture,
  processing,  distribution,  use,  treatment,  storage,  disposal,
  transport   or  handling  of  Hazardous  Materials,   pollutants,
  contaminants,  chemicals, or industrial,  toxic,  radioactive  or
  hazardous substances or wastes;
  25
  
                      (D)  Facilities.  "Facilities" means any real
  property, leaseholds or other interests owned by ASDI and/or  any
  buildings, plants, structures or equipment of ASDI;
  
                        (E)    Hazardous   Materials.    "Hazardous
  Materials" means and includes, but shall not be limited  to,  any
  (i)  "hazardous  substance,"  "pollutant"  or  "contaminant"  (as
  defined  in  Section 101(14), (33) of CERCLA, 42  U.S.C.  Section
  9701(14), (33) or the regulations designated pursuant to  Section
  102 of CERCLA, 42 U.S.C. Section 9602 and found at 40 C.F.R. Part
  302),  including  any  element, compound, mixture,  solution,  or
  substance which is designated pursuant to Section 102 of  CERCLA;
  (ii)  all  substances  which are designated pursuant  to  Section
  311(b)(2)(A)  of  the  Federal Water Pollution  Control  Act,  33
  U.S.C.  Section 1251, 1321(b)(2)(A), as amended ("FWPCA");  (iii)
  any   hazardous  waste  having  the  characteristics  which   are
  identified  under  or  listed pursuant to  Section  3001  of  the
  Resource  Conservation and Recovery Act, 42 U.S.C. Section  6901,
  6921,   as  amended  ("RCRA");  (iv)  any  substances  containing
  petroleum, as that term is defined in Section 9001(8) of RCRA, 42
  U.S.C.  Section  991(8)  or 40 C.F.R. Part  280;  (v)  any  toxic
  pollutant  which is listed under Section 307(a) of the FWPCA,  33
  U.S.C.  Section 1317(a); (vi)) any hazardous air pollutant  which
  is  listed  under  Section 112 of the Clean Air  Act,  42  U.S.C.
  Sections  7401, 7412, as amended; (vii) any imminently  hazardous
  chemical  substance or mixture with respect to which  action  has
  been  or  may  be  taken  pursuant to  Section  7  of  the  Toxic
  Substances Control Act, 15 U.S.C. Section 2601, 2602, as amended;
  (ix)  waste  oil and other petroleum products; (x) any  asbestos,
  asbestos  containing  material or urea formaldehyde  or  material
  which   contains   it;  or  (xi)  any  other   toxic   materials,
  contaminants  or hazardous substances or wastes pursuant  to  any
  Environmental Law;
  
                      (F)  Release.  "Release" means any releasing,
  spilling, leaking, pumping, pouring, emitting, emptying,
  26
  
  discharging, injecting, escaping, leaching, disposing or  dumping
  into the Environment;
  
                       (G)  Threat of Release.  "Threat of Release"
  means a substantial likelihood of a Release which, to the best of
  ASDI's  knowledge, might require action in order  to  prevent  or
  mitigate  damage to the Environment that might result  from  such
  Release;
  
                 (ii) Compliance with Environmental Laws.
  
                       (A)   To  the  knowledge  of  ASDI  and  the
  Shareholders, ASDI has, at times during the ten-year period prior
  to  the  date  hereof,  been  in  material  compliance  with  all
  Environmental Laws applicable to ASDI, where any failure to so be
  in  compliance, or during the ten-year period prior to  the  date
  hereof  to have so been in compliance, would not have a  Material
  Adverse  Effect, and ASDI has not received, during the  five-year
  period prior to the date hereof, any written order or notice from
  any federal, state, or local governmental agency administering or
  enforcing  any Environmental Law, of any violation or failure  to
  comply  with  any  such Environmental Law,  or  of  any  alleged,
  actual, or potential obligation to undertake or bear the cost  of
  any Environmental, Health and Safety Liabilities with respect  to
  any  of  the  Facilities  or  any other  property  now  owned  or
  previously  owned  or  leased  by  ASDI  or  to  which  Hazardous
  Materials generated by ASDI may have been transported;
  
                       (B)   ASDI  has  received and  maintains  in
  effect   all  of the consents, licenses, permits, approvals,  and
  certificates  relating to Environmental Laws on the date  hereof,
  which,  in the reasonable judgment of senior management of  ASDI,
  constitute all of the consents, licenses, permits, approvals, and
  certificates    required,   including   those   required    under
  Environmental Laws, for
  27
  
  ASDI to lawfully own, operate, use, and maintain their assets and
  to  conduct their businesses.  To the knowledge of ASDI, ASDI has
  at  all  times  prior  to Closing, maintained  their  assets  and
  conducted their businesses in compliance in all material respects
  with   the   terms  of  all  such  consents,  licenses,  permits,
  approvals,  and  certificates, and all required filings  and  all
  required  applications with respect to and  for  renewal  thereof
  have  been  timely made and filed.  All such consents,  licenses,
  permits, approvals, and certificates are in full force and effect
  and there are no proceedings pending or, to the best knowledge of
  ASDI,   threatened   that  seek  the  revocation,   cancellation,
  suspension, or adverse modification thereof;
  
                       (C)   To the knowledge of ASDI, ASDI has  no
  material  Environmental,  Health  and  Safety  Liabilities   with
  respect  to  the  Facilities or any other properties  and  assets
  (real, personal and mixed, tangible and intangible) in which ASDI
  has or had an interest;
  
                       (D)  To the knowledge of ASDI, ASDI has  not
  generated,  manufactured, refined, transported, treated,  stored,
  handled,  disposed,  transferred,  produced,  imported,  used  or
  processed  any toxic or Hazardous Materials except in  compliance
  in all material respects with all applicable Environmental Laws;
  
                       (E)  To the knowledge of ASDI, ASDI has  not
  received   any   notice  of  any  material   violation   of   any
  Environmental  law,  or  any  notice of  any  material  potential
  Environmental, Health and Safety Liabilities with respect to  the
  Facilities  or, to the best of ASDI's knowledge, with respect  to
  any  other  properties  and  assets (real,  personal  and  mixed,
  tangible and intangible) in which ASDI has or had an interest, or
  with  respect  to any other property or facility where  toxic  or
  Hazardous    Materials    generated,    manufactured,    refined,
  transferred, imported, used or processed by
  28
  
  ASDI,  or  any  ASDI Subsidiary, or any other  Person  for  whose
  conduct  they  are  responsible, have been transported,  treated,
  stored, handled, disposed, transferred, recycled or received;
  
                       (F)   To  the  knowledge  of  ASDI  and  the
  Shareholders, there has been no illegal or reportable Release  or
  Threat of Release of any toxic or Hazardous Materials at or  from
  the  Facilities.  ASDI has not received any notice of any illegal
  or  reportable  release  or threat of release  of  any  toxic  or
  hazardous  materials at any other locations where  any  toxic  or
  Hazardous    Materials    generated,    manufactured,    refined,
  transferred, produced, imported, used or processed from or by the
  Facilities, or from or by any other properties and assets  (real,
  personal and mixed, tangible and intangible) in which ASDI has or
  had an interest, have been transported, treated, stored, handled,
  disposed, transferred, recycled or received, whether by  ASDI  or
  by any other Person for whose conduct it is responsible;
  
                       (G)   To  the  knowledge  of  ASDI  and  the
  Shareholders, there are no Liens or any other restrictions of any
  nature  whatsoever, resulting from any Environmental,  Health  or
  Safety   Liabilities  or  arising  under  or  pursuant   to   any
  Environmental  Law,  with  respect to or  affecting  any  of  the
  Facilities or any other properties and assets (real, personal and
  mixed, tangible and intangible) in which ASDI has an interest.
  
            (m)  Material Contracts.
  
                  (1)   A  list of all Material Contracts to  which
  ASDI is a party as of December 31, 1995, has been provided to CRI
  and  CFS.   "Contracts"  means any bids,  quotations,  proposals,
  contracts  (including, without limitation, Government Contracts),
  agreements, subcontracts, work authorizations, leases,  memoranda
  of  understanding  and  purchase orders.  For  purposes  of  this
  Agreement,
  29
  
  the term "Material Contract" means any Contract providing for (i)
  ASDI  to  refrain from engaging in conduct which  is  competitive
  with  the business of the other party to the contract in any way,
  (ii)  the  license to or from any third party of any intellectual
  property  rights  that  are material  to  the  operation  of  the
  business  of ASDI, (iii) the repayment of money borrowed  from  a
  third party (hereinafter referred to as the "Credit Facilities"),
  (iv)  the  sale  by ASDI of goods and services  pursuant  to  any
  individual  contract in an amount greater than Two Hundred  Fifty
  Thousand Dollars ($250,000.00), (v) the purchase by ASDI of goods
  and  services  pursuant  to any individual  contract  which  ASDI
  reasonably expects will account for at least  five (5) percent of
  its  payments  to suppliers during 1995, (vi) any other  Contract
  (however named) involving a sharing of profits, losses, costs, or
  liabilities  of ASDI with any other Person, (vii)  each  Contract
  providing  for  payments to or by any Person or entity  based  on
  sales,  purchases  or  profits, other than  direct  payments  for
  goods, (viii) each power of attorney which is currently effective
  and  outstanding, (ix) each written warranty, guaranty  or  other
  similar  undertaking  with  respect  to  contractual  performance
  extended  by ASDI other than in the ordinary course of  business,
  (x)  any  other  Contract  which, in the reasonable  judgment  of
  senior  management  of  ASDI,  is material  to  the  business  or
  operations  of  ASDI,  and (xi) each legally  binding  amendment,
  supplement, and modification in respect of any of the  foregoing.
  A  list  of all material contracts to which ASDI became  a  party
  between  December  31,  1995,  and the  Closing  Date,  shall  be
  provided to CRI and CFS on or before the Closing.
  
                  (2)   ASDI has made available to CFS an  accurate
  and complete copy of each Material Contract.
  
                  (3)   All  of  the Contracts defined pursuant  to
  paragraph 2.1(m)(1) hereof (A) are in full force and effect,  (B)
  represent  the legal, valid and binding obligations of  ASDI  and
  are
  30
  
  enforceable against ASDI in accordance with their terms, and  (C)
  to  the  knowledge  of  ASDI and the Shareholders  represent  the
  legal, valid and binding obligations of the other parties thereto
  and are enforceable against such parties in accordance with their
  terms.   To  the  knowledge  of ASDI  and  the  Shareholders,  no
  condition  exists  or event has occurred which,  with  notice  or
  lapse of time or both, would constitute a default under any  such
  Contract  by  ASDI or any other party thereto or  the  basis  for
  force  majeure  or the claim of excusable delay or nonperformance
  under  any  such  Contract, except where the occurrence  of  such
  event  or existence of any such condition individually or in  the
  aggregate would not have a Material Adverse Effect.
  
                  (4)   There are no renegotiations of, or, to  the
  knowledge of ASDI, attempts to renegotiate, or outstanding rights
  to  renegotiate,  any material amounts paid or  payable  to  ASDI
  under  current or completed Contracts, with any Person or  entity
  having  the  contractual or statutory right to demand or  require
  such renegotiation.  ASDI has not received any written demand for
  such  renegotiation in respect of any such Contract.  No customer
  or  government  contract officer has asserted that  any  material
  adjustments are required to the terms of any Contracts.
  
                  (5)   Except as previously disclosed  to  CFS  in
  writing, no consent of any party to any such Contract is required
  in connection with the Merger.
  
            (n)  Government Contracts; Backlog.
  
                  (1)   ASDI has not received notice of any  claim,
  suit  or  investigation asserting or alleging the  commission  of
  criminal  acts  or bribery, or other violation of applicable  law
  (either  civil or criminal), by ASDI with respect to any Contract
  between ASDI and the United States Government or a department  or
  agency thereof (a
  31
  
  "Government Contract").  ASDI has not been debarred or  suspended
  from  participation  in the award of contracts  with  the  United
  States  government or any agency or department thereof (it  being
  understood  that  debarment  and  suspension  does  not   include
  ineligibility  to  bid  for certain contracts  due  to  generally
  applicable bidding requirements).  ASDI has not received  written
  notice  of  any  kind from the U.S. Government or any  agency  or
  department thereof alleging any violation, or notifying  ASDI  of
  any investigation of a possible violation, or any applicable law,
  rule, or regulations by ASDI, or any act for which ASDI could  be
  debarred  or  suspended from contracting with any agency  of  any
  government,  or  prohibiting or seeking  to  prohibit  ASDI  from
  conducting, or restricting or seeking to restrict ASDI's  ability
  to conduct, all or any part of its business or operations or from
  contracting  with any government.  No payment has  been  made  by
  ASDI,  or to the best knowledge of ASDI and the Shareholders,  by
  any  Person  acting  on its or their behalf,  to  any  Person  in
  connection   with  any  Government  Contract  in   violation   of
  applicable procurement laws or regulations or in violation of (or
  requiring  disclosure pursuant to) the Foreign Corrupt  Practices
  Act.   The cost accounting and procurement systems maintained  by
  ASDI  with  respect to Government Contracts are in compliance  in
  all  material respects with all applicable United States laws and
  regulations.
  
                  (2)   ASDI  has  provided to CFS in  writing  the
  current  Reasonable  Best Estimate of ASDI, as  of  November  30,
  1995,  of  the  "cost  to  complete" for each  Material  Contract
  pursuant to which ASDI is required to perform services or deliver
  products  and  ASDI's  current Reasonable Best  Estimate  of  the
  aggregate  amount  of  payments to be received  under  each  such
  Contract.   None  of  such  Contracts  has  accrued  or,  in  the
  reasonable  judgment of ASDI's senior management, is expected  by
  ASDI  to  result  in  any losses.  The above notwithstanding,  if
  there  is an aggregate loss in the firm fixed price contracts  in
  place at the Closing Date with
  32
  
  Elettronica,  Rainford,  Loral,  Boeing,  Thomson   CSF,   Hughes
  Training,  Hughes  Aircraft and Manufacturing  Technology,  Inc.,
  such  loss  shall first be charged against the liability  cushion
  (described  in  Section  1.3  of  this  Agreement)  until  it  is
  exhausted,  and then against the escrow amount as  set  forth  in
  Section  1.3  of  this  Agreement.  At the  Closing,  ASDI  shall
  deliver  to CFS Certifications signed by each of the Shareholders
  of  the  Reasonable Best Estimate of the "cost to  complete"  for
  each of the Material Contracts.
  
            (o)  Intellectual Property.
  
                 (1)  ASDI has provided to CFS in writing a list of
  each  material  patent,  registered and  unregistered  trademark,
  service  mark,  trade  dress, logo, trade name,  copyright,  mask
  work,  and  registration or application for any of the  foregoing
  (the  foregoing,  together  with  all  material  know-how,  trade
  secrets,    confidential   information,    software,    technical
  information,  process  technology,  plans,  drawings,  and   blue
  prints,  being  hereinafter  collectively  referred  to  as   the
  "Intellectual Property"), owned by ASDI.
  
                  (2)  The Contracts as described in Section 2.1(m)
  include all license or sublicense agreements with respect to  any
  Intellectual  Property to which ASDI is  a  party  and  which  is
  material  to  the  business and operations of ASDI  as  presently
  being conducted.
  
                       (A)   ASDI  has good title to each  item  of
  Intellectual Property owned by it, free and clear of any Lien;
  
                       (B)   ASDI  owns  or has the  right  to  use
  pursuant  to  license, sublicense, agreement  or  permission  all
  items of
  33
  
  Intellectual  Property used in the operation of the  business  of
  ASDI, as presently conducted;
  
                       (C)  ASDI's use of the Intellectual Property
  and   other   trade   rights,  trade  secrets,  designs,   plans,
  specifications  and  other proprietary  rights,  whether  or  not
  registered  ("Proprietary Rights"), is not to  the  knowledge  of
  ASDI  infringing  upon  or  otherwise violating  the  Proprietary
  Rights of any third party in or to such rights;
  
                       (D)   no  claims have been asserted  by  any
  Person  against ASDI with respect to the use of any  Intellectual
  Property  or  Proprietary  Rights used  by  ASDI  challenging  or
  questioning the validity or effectiveness of such use or any such
  right, license or agreement;
  
                       (E)   to  the  knowledge  of  ASDI  and  the
  Shareholders,  no  Person has a right to  a  royalty  or  similar
  payment,  or has any other rights, in respect of any Intellectual
  Property or Proprietary Rights; and
  
                       (F)  ASDI is not in breach of any license or
  sublicense with respect to any item of Intellectual Property.
  
            (p)  Labor Relations.
  
                  (1)   The  Contracts  listed on  Schedule  2.1(p)
  include all written or oral employment or severance agreements to
  which  ASDI  is  a party with respect to any employee  or  former
  employee,  and which may not be terminated at will, or by  giving
  notice  of  30 days or less, without cost or penalty.   ASDI  has
  made  available to CFS true, correct, and complete copies of each
  such Contract, as amended to date.  ASDI is not in breach of  any
  term of any such Contract.
  34
  
                 (2)  Except as set forth on Schedule 2.1(p):
  
                       (A)   ASDI  has complied with the applicable
  laws  relating  to  the employment of labor,  including,  without
  limitation,   those  relating  to  wages,  hours,  unfair   labor
  practices, discrimination and immigration;
  
                      (B)  ASDI has not engaged in any unfair labor
  practice and there are no complaints against ASDI pending  before
  the  National Labor Relations Board or any similar state or local
  labor agency by or on behalf of any current or former employee of
  ASDI;
  
                       (C)   there are no representation questions,
  arbitration proceedings, labor strikes, slow downs or  stoppages,
  grievances  or other labor disputes pending or, to the  knowledge
  of  ASDI  or  the  Shareholders, threatened with respect  to  the
  employees of ASDI;
  
                       (D)   other  than as set forth  on  Schedule
  2.1(p),  ASDI  has  not  entered into any  severance  or  similar
  arrangement in respect of any present employee of ASDI that  will
  result in any obligation (absolute or contingent) of CFS or  ASDI
  to  make  any  payment to any present employee of ASDI  following
  termination of employment;
  
                       (E)   ASDI has complied in all respects with
  all  laws,  rules  and regulations relating to employment,  equal
  employment  opportunity, nondiscrimination,  immigration,  wages,
  hours,  benefits,  collective bargaining, the payment  of  social
  security  and similar taxes, occupational safety and health,  and
  plant  closing  (hereinafter  collectively  referred  to  as  the
  "Employment Laws").
  35
  
                  (3)  ASDI is not liable for the payment of taxes,
  fines,  penalties  or  other  amounts,  however  designated,  for
  failure to comply with any of the Employment Laws.
  
                 (4)  On or before the Closing Date, no employee of
  ASDI  shall be permitted to have accumulated more than  ten  (10)
  days  of sick leave.  To the extent individual employees of  ASDI
  had accumulated more than ten (10) days of sick leave, ASDI shall
  reduce each of the employees' sick leave to ten (10) days in such
  a manner as shall be acceptable to CFS.
  
                  (5)   On  or before the Closing Date, ASDI  shall
  recognize  as  a  liability  on its  Balance  Sheet  all  accrued
  vacation  benefits and make a payment to each employee such  that
  ASDI shall have no vacation obligations to any individual.
  
             (q)   Legal  Compliance.  Except with respect  to  (1)
  compliance   with  Environmental  Laws  (as  to   which   certain
  representations  and  warranties are  made  pursuant  to  Section
  2.1(l)),  (2)  compliance  with  laws  applicable  to  Government
  Contracts (as to which certain representations and warranties are
  made  pursuant  to  Section  2.1(n)),  and  (3)  compliance  with
  Employment   Laws  (as  to  which  certain  representations   and
  warranties  are  made pursuant to Section 2.1(p)),  to  the  best
  knowledge  of the Shareholders and ASDI management,  ASDI  is  in
  material   compliance   with  all  laws  (including   rules   and
  regulations  thereunder)  of federal, state,  local  and  foreign
  governments (and all agencies thereof) applicable thereto.
  36
  
            (r)  Taxes.
  
                  (1)   All  federal, state, local and foreign  tax
  returns  of ASDI and those of the Shareholders relating  to  ASDI
  ("Tax  Returns"), including those Tax Returns relating to income,
  employment, franchise, property, sales and use, and excise taxes,
  and any other taxes due from and/or withheld by or required to be
  withheld  by  ASDI (collectively, "Taxes") for all prior  periods
  have  been  duly  filed,  and are correct  and  complete  in  all
  material  respects.  With respect to the personal Tax Returns  of
  the  Shareholders, each Shareholder makes this representation and
  warranty only to his personal Tax Returns, and not those  of  any
  other Shareholder.
  
                  (2)  All Taxes or estimates thereof that are  due
  have been timely paid.
  
                  (3)  None of the Tax Returns has been audited  or
  is being audited by any taxing authority.
  
                  (4)  No assessment, audit or other proceeding  by
  any  taxing authority, court, or other governmental or regulatory
  authority is proposed, pending, or, to the knowledge of  ASDI  or
  the  Shareholders, threatened with respect to the  Taxes  or  Tax
  Returns  of  ASDI  or  the Shareholders.  Neither  ASDI  nor  any
  Shareholders  have  made any act or omission  which  has  in  any
  material way violated the Subchapter S election of ASDI.
  
                 (5)  There are no outstanding agreements, waivers,
  or  arrangements to indemnify any Shareholder or any other person
  for  any  tax  liability whatsoever, or extending  the  statutory
  period  of limitations applicable to any claim for or the  period
  for  the  collection or assessment of Taxes due for  any  taxable
  period.
  37
  
                  (6)   No  consent to the application  of  Section
  341(f)(2) of the Code (or any predecessor thereof) has been  made
  or filed by or with respect to ASDI or the Shareholders of any of
  their assets and properties.
  
                  (7)  None of the assets and properties of ASDI is
  an  asset  or property that CFS or CRI is or will be required  to
  treat  as  being  (i) owned by any other Person pursuant  to  the
  provisions of Section 168(f)(8) of the Internal Revenue  Code  of
  1954,  as amended, and in effect immediately before the enactment
  of  the  Tax Reform Act of 1986, or (ii) tax-exempt use  property
  within the meaning of Section 168(h)(l) of the Code.
  
                 (8)  No closing agreement pursuant to Section 7121
  of  the  Code  (or  any  predecessor provision)  or  any  similar
  provision  of  any state, local, or foreign law has been  entered
  into by or with respect to ASDI or any assets thereof.
  
                  (9)   All positions taken on Federal Tax  Returns
  that  could give rise to a penalty for substantial understatement
  pursuant to Section 6662 of the Code have been disclosed on  such
  Tax  Returns, or there is or was substantial authority  for  such
  treatment.
                  (10)  ASDI  has  not made any  payments,  is  not
  obligated  to make any payments, nor is a party to any  agreement
  that  under certain circumstances could obligate it to  make  any
  payments  that will not be deductible under Section 280G  of  the
  Code or under Section 162(m) of the Code.
  
                  (11) ASDI is not a party to, is not bound by, nor
  has  any  obligation under any tax sharing agreement  or  similar
  agreement and no such agreement shall be entered into or  amended
  by  ASDI  prior to the Closing.  ASDI does not have any liability
  for
  38
  
  the Taxes of any Person under Treasury Regulation Section 1.1502-
  6  (or any similar provision of state, local, or foreign law), as
  a transferee or successor, by contract, or otherwise.
  
                 (12) ASDI is not a partner in any partnership.
  
                  (13) ASDI has not agreed to or is not required to
  make  any  adjustment pursuant to Section 481(A) of the  Code  by
  reason  of  any change in any accounting method.  ASDI  does  not
  have  application  pending with any taxing  authority  requesting
  permission for a change in any accounting method.
  
             (s)   Licenses, Permits and Authorizations.  ASDI  has
  provided  to  CFS  in  writing a list of all  material  licenses,
  franchises  and  other  permits  of  or  with  any  governmental,
  regulatory or administrative authority, whether foreign, federal,
  state  or  local,  which are held by ASDI.   All  such  licenses,
  franchises  and  other permits are in full force and  effect  and
  there are no proceedings pending or, to the knowledge of ASDI  or
  the   Shareholders,   threatened  that   seek   the   revocation,
  cancellation,  suspension or adverse modification thereof.   Such
  licenses, approvals, consents, franchises and permits constitute,
  in  the reasonable judgment of senior management of ASDI, all  of
  the   material  licenses,  approvals,  consents,  franchises  and
  permits  necessary  to  permit ASDI  to  own,  operate,  use  and
  maintain  their  assets  in the manner  in  which  they  are  now
  operated and maintained and to conduct the business of ASDI.  All
  required  filings  with  respect  to  such  licenses,  approvals,
  consents, franchises, and permits have been timely made  and  all
  required applications for renewal thereof have been timely  filed
  except  as  to  instances wherein the failure to so  timely  file
  would  not  constitute a material noncompliance.   Prior  to  the
  Closing  Date,  ASDI will procure and maintain software  licenses
  for all computer software in its possession.
  39
  
             (t)  Books and Records.  The books of account, all  of
  which  have been made available to CFS, are complete and  correct
  in  all  material respects and have been maintained in accordance
  with ordinary business practices, including, but not limited  to,
  the  maintenance  of  a reasonable system of  internal  controls.
  There  has been no material failure by ASDI to follow the  system
  of  internal controls as this system has been disclosed  to  CFS.
  The minute books of ASDI contain records of all meetings held of,
  and corporate action taken by, the Shareholders and the Board  of
  Directors  of ASDI, and no meetings of such Shareholders  or  any
  such  Board  of Directors has been held at which any  significant
  action was taken for which minutes have not been prepared and are
  not  contained  in such minute books.  To the extent  the  minute
  books and other corporate records of ASDI are not complete as set
  forth  herein,  the  Directors  of  ASDI  and  the  Shareholders,
  including  Matilda  Gross, shall adopt such  resolutions  as  are
  necessary  to bring the minute books and other corporate  records
  of ASDI into compliance with the requirements of this Section 2.1
  (t).
  
            (u)  Insurance.
  
                   (1)    Schedule   2.1(u)  contains   a   summary
  description  of  all  policies of property,  fire  and  casualty,
  product liability, workers' compensation, and all other forms  of
  insurance  held  by ASDI.  True, correct and complete  copies  of
  such insurance policies have been made available to CFS.
  
                  (2)   All  policies described  in  paragraph  (1)
  hereof (A) are valid, outstanding, and enforceable policies,  (B)
  provide  adequate  insurance coverage  for  the  assets  and  the
  operations  of  ASDI  for  all material  risks  normally  insured
  against  by  a Person or entity carrying on the same business  as
  ASDI,  and  (C)  will not terminate or lapse  by  reason  of  the
  transactions contemplated by this Agreement.
  40
  
                  (3)   ASDI  has  not received (A) any  notice  of
  cancellation of any policy described in paragraph (1)  hereof  or
  refusal of coverage thereunder, (B) any notice that any issuer of
  such  policy has filed for protection under applicable bankruptcy
  laws  or  is otherwise in the process of liquidating or has  been
  liquidated,  or  (C) any other notice that such policies  are  no
  longer  in  full force or effect or that the issuer of  any  such
  policy  is  no longer willing or able to perform its  obligations
  thereunder.
  
  Section  2.2     Representations and Warranties by CFS  and  CRI.
  CFS   and  CRI  each  represent  and  warrant  to  ASDI  and  the
  Shareholders, as follows:
  
             (a)  Organization and Qualification.  CFS and CRI  are
  each  corporations duly organized, validly existing and  in  good
  standing  under the laws of their jurisdictions of  incorporation
  and  have all requisite corporate power and authority to  own  or
  lease and operate their properties and to carry on their business
  as  it  is  now  being conducted.  CRI owns beneficially  and  of
  record all of the issued and outstanding capital stock of CFS.
  
             (b)  Authority Relative to Agreements.  Except as  set
  forth  herein with respect to approval by their respective Boards
  of  Directors, CFS and CRI have all requisite corporate power and
  authority  to  enter  into  this Agreement  and  to  perform  its
  obligations  hereunder.   The  execution  and  delivery  of  this
  Agreement by CFS and CRI and the consummation by CFS and  CRI  of
  the Merger Transaction shall be subject to approval by the Boards
  of Directors of CFS and CRI.  Once the Boards of Directors of CFS
  and  CRI  approve the Merger Transaction and this  Agreement  has
  been  duly  executed and delivered by CFS and CRI, this Agreement
  constitutes a valid and binding obligation of CFS and CRI, as the
  case  may be, enforceable against CFS and CRI in accordance  with
  its terms.
  41
  
             (c)   Lack  of  Conflicts with Other Agreements.   The
  execution and delivery of this Agreement by CFS and CRI  and  the
  consummation  by CFS and CRI of the Merger Transaction  will  not
  (i)  conflict with any provision of the Articles of Incorporation
  or  By-laws of CFS or CRI or (ii) result in any violation  of  or
  default  under,  or  permit the acceleration  of  any  obligation
  under,  any  mortgage,  indenture,  lease,  agreement  or   other
  instrument,   permit,  concession,  grant,  franchise,   license,
  judgment,  order,  decree,  statute,  law,  ordinance,  rule   or
  regulation applicable to CFS or CRI, which violation, default  or
  acceleration  would  have  a  material  adverse  effect  on   the
  business, operations or financial condition of CFS or CRI, except
  for  the  Revolving  Credit Agreement  by  and  between  CRI  and
  Manufacturers and Traders Trust Company.  CRI shall use its  best
  efforts to obtain a waiver of any default.
  
              (d)   Consents.   No  consent,  approval,  order   or
  authorization  of, or registration, declaration or  filing  with,
  any  Federal, state, local or foreign governmental or  regulatory
  authority  is required to be made or obtained by CFS  or  CRI  in
  connection  with the execution and delivery of this Agreement  by
  CFS  or  CRI  or  the consummation by CFS or CRI  of  the  Merger
  Transaction, except for filing with the Secretary of State of the
  State of New York.
  
             (e)  Brokers.  No broker, finder, or investment banker
  is entitled to any brokerage, finder's or other fee or commission
  in connection with the Merger Transaction based upon arrangements
  made by or on behalf of CFS or CRI.
  
             (f)  Public Reports.  The SEC and other public filings
  of  CRI  are materially correct and accurate to the best  of  the
  knowledge of CFS and CRI.
  42
  
                             ARTICLE III
                        ADDITIONAL COVENANTS
  
  Section 3.1    Shareholder Approval.
  
            As soon as reasonably practicable following the date of
  this  Agreement, ASDI and the Shareholders shall take all  action
  necessary in accordance with the applicable law and its  Articles
  of Incorporation and By-laws to call a meeting (the "Meeting") of
  its  shareholders to seek Shareholder Approval and for such other
  purposes as may be appropriate.
  
  Section 3.2    Conduct of ASDI's Business.
  
             (a)  Business Conducted in Ordinary Course.  ASDI  and
  the  Shareholders  agree  that from the date  of  this  Agreement
  through  the Closing, unless CFS shall otherwise agree in writing
  or  as  otherwise expressly contemplated by this Agreement,  ASDI
  shall  conduct its business only in the ordinary course and shall
  use   all   reasonable   efforts  to  preserve   their   business
  organizations,   maintain  their  rights  and  franchises,   keep
  available  the  services  of their officers  and  employees,  and
  preserve their relationships with customers, suppliers and others
  having  material business dealings with them.  Specifically,  and
  without limiting the generality of the foregoing, ASDI shall  not
  without  the  written  consent  of  CFS,  which  shall   not   be
  unreasonably withheld or delayed:
  
                   (i)   directly  or  indirectly  do  any  of  the
  following:  (A) issue, sell, pledge, dispose of or  encumber  any
  material assets other than in the ordinary course of its business
  consistent with past practice, (B) amend or propose to amend  its
  Articles  of  Incorporation or By-laws,  (C)  split,  combine  or
  reclassify  any  outstanding shares  of  its  capital  stock,  or
  declare, set aside or
  43
  
  pay any dividend in stock, property or otherwise with respect  to
  such  shares, (D) redeem, purchase, acquire or offer  to  acquire
  any  shares of its capital stock, or (E) enter into any agreement
  with  respect  to  any of the matters set forth in  this  Section
  3.2(a);
  
                  (ii)  (A) issue, sell, pledge or dispose  of,  or
  agree to issue, sell, pledge or dispose of, any additional shares
  of,  or  securities  convertible  or  exchangeable  for,  or  any
  options, warrants or rights of any kind to acquire any shares of,
  its  capital  stock  of  any class or other  property  or  assets
  whether  pursuant  to  any  rights  agreement,  stock  plan,   or
  otherwise,  (B) acquire (by merger, consolidation or  acquisition
  of  stock  or  assets)  any  corporation,  partnership  or  other
  business   organization  or  division  thereof,  (C)  incur   any
  indebtedness  for  borrowed money or issue any  debt  securities,
  except in the ordinary course of its business, (D) enter into any
  new Material Contract or modify any existing Material Contract in
  any  material  respect  except in  the  ordinary  course  of  its
  business  consistent with past practice, (E)  terminate,  modify,
  assign, waive, release or relinquish any material contract rights
  or amend any material rights or claims not in the ordinary course
  of  its  business  consistent with past  practice  or  except  as
  expressly provided herein, or (F) dissolve or liquidate;
  
                  (iii)      grant  any increase in the  salary  or
  other  compensation of its employees or grant any  bonus  to  any
  employee,   except  in  the  ordinary  course  of  its   business
  consistent with past practice;
  
                  (iv) enter into any employment agreement or  make
  any  loan to or enter into any material transaction of any  other
  nature with any officer or other executive employee;
  44
  
                   (v)   take  any  action  to  institute  any  new
  severance  or  termination  pay practices  with  respect  to  any
  directors,  officers  or employees or to  increase  the  benefits
  payable under its severance or termination pay practices;
  
                  (vi)  hire any new employees except for employees
  having  an  annualized  salary  of  less  than  $50,000  who  are
  terminable at will;
  
                  (vii)      adopt or amend, in any respect, except
  as  may  be required by applicable law or regulation, any  bonus,
  profit  sharing,  compensation, stock option,  restricted  stock,
  pension,  retirement, deferred compensation, employment or  other
  employee benefit plan, agreement, trust, fund, or arrangement for
  the  benefit or welfare of any directors, officers or  employees,
  except  in  the  ordinary course of its business consistent  with
  past practice;
  
                 (viii)    mortgage, pledge or otherwise subject to
  any lien, security interest, encumbrance or charge of any nature,
  any  of  its material assets, or become committed so  to  do,  or
  permit or suffer any of such material assets to become subject to
  any  mortgage,  pledge, lien, security interest,  encumbrance  or
  charge  of any nature other than liens for current taxes not  yet
  due and payable, or become committed to do so;
  
                   (ix)   make  any  new  commitments  for  capital
  expenditures in excess of $25,000 individually, or $75,000 in the
  aggregate,  except  for expenditures for maintenance  of  capital
  assets  in  the  ordinary course of its business consistent  with
  past practice.
  45
  
            (b)  Consent of CFS for Changes in Conduct of Business.
  Unless otherwise consented to in writing by CFS, from the Date of
  this Agreement through the Closing, ASDI shall:
  
                  (i)   use all reasonable efforts to maintain  its
  relationships with its suppliers and customers and, if  requested
  by  CFS, make reasonable arrangements as reasonably requested  by
  CFS  for  representatives  of  CFS to  meet  with  customers  and
  suppliers of ASDI;
  
                  (ii) maintain all of the assets used or useful to
  the  business  of  ASDI  in  good repair,  order  and  condition,
  maintain  in  full  force  and effect  all  material  franchises,
  licenses, permits, consents, approvals, rights, waivers and other
  authorizations,  governmental or otherwise, currently  in  effect
  and  maintain  in  full  force  all  policies  of  insurance   or
  satisfactory substitute insurance policies insuring  against  the
  risks,  damages,  and  losses covered by the  insurance  policies
  currently  in  force,  in  each case  consistent  with  its  past
  practice; and
  
                  (iii)      otherwise conduct its business in  the
  ordinary course consistent with past practice.
  
  Section   3.3     Other  Actions.   Subject  to  the  terms   and
  conditions herein provided, each of the parties hereby agrees  to
  use  reasonable efforts to take, or cause to be taken, all action
  and  to do, or cause to be done, all things necessary, proper  or
  advisable  to  consummate  and  make  effective  as  promptly  as
  practicable  the  transactions contemplated  by  this  Agreement,
  including  without limitation using reasonable efforts to  obtain
  all  necessary waivers, consents and approvals and to effect  all
  necessary registrations and filings.
  46
  
  Section   3.4      Inquiries   and  Negotiations.    ASDI   shall
  immediately  cease any existing discussions or negotiations  with
  any  parties  conducted prior to the date of this Agreement  with
  respect  to  the  acquisition of all  or  substantially  all  the
  business of ASDI, whether by sale of assets or shares of  capital
  stock   of   ASDI,  or  by  merger,  consolidation,  or   similar
  transaction  (collectively, an "Acquisition Transaction").   ASDI
  shall   not,  and  shall  not  permit  its  officers,  employees,
  representatives or agents to, directly or indirectly, (i) solicit
  or initiate discussions or negotiations with, or provide any non-
  public  information  to,  any  person  other  than  CFS  and  CRI
  concerning an Acquisition Transaction, or (ii) otherwise  solicit
  or   initiate  inquiries  or  the  submission  of  any   proposal
  contemplating an Acquisition Transaction.
  
  Section 3.5    Notification of Certain Matters.  ASDI shall  give
  prompt  notice to CFS and CRI, and CFS and CRI shall give  prompt
  notice to ASDI of (i) the occurrence, or failure to occur, of any
  event  which such party believes would likely cause  any  of  its
  representations or warranties contained in this Agreement  to  be
  untrue or inaccurate in any material respect at any time from the
  date  of  this  Agreement through the Closing and  (ii)  material
  failure  of ASDI, the Shareholders, CFS or CRI, as the  case  may
  be,  or  any  officer, director, employee or  agent  thereof,  to
  comply with or satisfy any covenant, condition or agreement to be
  complied with or satisfied by it hereunder.
  
  Section 3.6    Access to Information.
  
             (a)   Confidentiality.  ASDI shall cause its officers,
  directors  and employees to, and shall use reasonable efforts  to
  cause   its   representatives  and  agents   (including   without
  limitation  its  attorneys and accountants) to afford,  from  the
  date  of  this  Agreement  through  the  Closing,  the  officers,
  employees  and  agents of CFS and to their respective  legal  and
  financial advisors,
  47
  
  lenders,  financing sources, and their respective legal  advisors
  and  representatives, so long as such Persons agree  to  maintain
  the  confidentiality of such information in accordance with  this
  Agreement,  complete  access  at  all  reasonable  times  to  its
  officers, employees, agents, properties, books, records, and work
  papers, and  shall furnish CFS all financial, operating and other
  data  and information as CFS, through its officers, employees  or
  agents, may reasonably request.
  
            (b)  Evaluation Materials.  Except for any governmental
  filings   required   in  order  to  complete   the   transactions
  contemplated  herein, and except as CFS and  ASDI  may  agree  in
  writing,  each  party hereto shall keep all Evaluation  Materials
  (hereinafter  defined) confidential, and, except as  required  by
  applicable law, no party shall disclose any Evaluation  Materials
  or  any  information contained therein to any  Person;  provided,
  however, that any such information may be disclosed by any  party
  hereto   (i)  to  its  legal  and  financial  advisors,  lenders,
  financing  sources  and  their  respective  legal  advisors   and
  representatives, so long as such Persons agree  to  maintain  the
  confidentiality  of  such  information in  accordance  with  this
  Section  3.6,  and  (ii)  to  those of  such  party's  directors,
  officers, employees, agents and representatives who need to  know
  such  information for the purposes of evaluating the transactions
  contemplated  hereby  (it being understood that  such  directors,
  officers, employees, agents and representatives shall be informed
  by  such party of the confidential nature of such information and
  shall  be  directed by such party, and shall each agree to  treat
  such  information confidentially in accordance with this  Section
  3.6).   Without limiting the generality of the foregoing, in  the
  event   that  the  transactions  contemplated  hereby   are   not
  consummated,  neither  party hereto nor its directors,  officers,
  employees,  agents  or  representatives  shall  use  any  of  the
  Evaluation Materials made available to it by another party hereto
  for  any purpose.  The foregoing restrictions shall not apply  to
  any
  48
  
  disclosure  by  CFS or CRI after the Closing of  any  information
  disclosed by ASDI.
  
            (c)  Mandatory Disclosure.  In the event that any party
  hereto  or  any of its representatives receives a request  or  is
  required  (by  applicable law, regulation or  legal  process)  to
  disclose  all  or  any part of the information contained  in  the
  Evaluation Materials, such party or its representatives,  as  the
  case  may  be, shall (i) promptly notify the disclosing party  of
  the  existence, terms and circumstances surrounding  advisability
  of  taking  legally  available steps to  resist  or  narrow  such
  request,  and  (iii)  assist the disclosing party  in  seeking  a
  protective order or other appropriate remedy.  In the event  that
  such protective order or other remedy is not obtained or that the
  disclosing  party  waives compliance with the provisions  hereof,
  (i)  such party or its representatives, as the case may  be,  may
  disclose only that portion of the Evaluation Materials which such
  party  is advised by opinion of legal counsel is legally required
  to  be  disclosed and shall exercise reasonable efforts to assist
  the  disclosing  party in obtaining assurance  that  confidential
  treatment will be accorded such and (ii) such party shall not  be
  liable for such disclosure unless disclosure to any such tribunal
  was  caused  by  or resulted from a previous disclosure  by  such
  party or its representatives not permitted by this Section 3.6.
  
             (d)   Termination of the Agreement.  If this Agreement
  is  terminated, the parties hereto shall comply with the terms of
  the Confidentiality Agreement.
  
  Section  3.7     Public  Announcements.   Except  to  the  extent
  otherwise   required  by  applicable  law,  neither   ASDI,   the
  Shareholders, CFS nor CRI shall make, issue or release  any  oral
  or  written  public  announcement  or  statement  concerning,  or
  acknowledgment  of  the  existence  of,  or  reveal  the   terms,
  conditions
  49
  
  or   status  of,  the  Merger  Transaction  or  make  any   other
  communication  to  its  shareholders  or  the  investing  public,
  directly  or  indirectly  (including  without  limitation   press
  releases  and  statements to securities analysts), without  first
  making  a good faith attempt to obtain the prior approval of,  or
  concurrence in, the contents of such announcement, acknowledgment
  or  statement by the other of them, which approval or concurrence
  shall not be unreasonably withheld or delayed.
  
  Section 3.8    CRI Stock Acquired by the Shareholders.
  
              (a)    Disclosure  of  Information.   ASDI  and   the
  Shareholders  have received all of the information they  consider
  necessary or appropriate for deciding whether to acquire the  CRI
  Stock.   They further represent that they have had an opportunity
  to  ask  questions and receive answers from CRI and CFS regarding
  the terms and conditions of the offering of the CRI Stock.
  
             (b)  Investment Experience.  ASDI and the Shareholders
  have  substantial  experience  in  evaluating  and  investing  in
  private  placement  transactions so  that  they  are  capable  of
  evaluating  the merits and risks of its investment in CRI  Stock.
  By  reason  of  ASDI and the Shareholders' business or  financial
  experience  or  the  business or financial  experience  of  their
  professional advisors who are unaffiliated with and who  are  not
  compensated  by  CRI or any affiliate or selling  agent  of  CRI,
  directly  or indirectly, they have the capacity to protect  their
  own  interests  in  connection with the acquisition  of  the  CRI
  Stock.
  
             (c)  Restricted Securities.  ASDI and the Shareholders
  understand  that  the CRI Stock is characterized  as  "restricted
  securities" under the federal securities laws inasmuch as  it  is
  being  acquired from CRI in a transaction not involving a  public
  offering and that under such laws and applicable regulations such
  50
  
  CRI stock may be resold without registration under the Securities
  Act only in certain limited circumstances.  In this respect, ASDI
  and  the Shareholders represent that they are familiar with  Rule
  144 promulgated under the Securities Act, as presently in effect,
  and understand  the  resale  limitations  imposed  thereby  and
  otherwise by the Securities Act.
  
             (d)   Further Limitations on Disposition.  Without  in
  any  way  limiting the representations set forth in this  Section
  3.8  or  Section 3.9, each of the Shareholders severally and  not
  jointly further agrees not to make any disposition of all or  any
  portion  of the CRI stock unless and until there is in  effect  a
  Registration  Statement under the Securities  Act  covering  such
  proposed  disposition and such disposition is made in  accordance
  with   such   Registration  Statement;  or  (i)   such   of   the
  Shareholder(s)   shall  have  notified  CRI   of   the   proposed
  disposition  and  shall  have  furnished  CRI  with  a   detailed
  statement   of   the  circumstances  surrounding   the   proposed
  disposition, and (ii) if reasonably requested by CRI, such of the
  Shareholder(s)  shall  have furnished  CRI  with  an  opinion  of
  counsel,  reasonably satisfactory to CRI, that  such  disposition
  will  not require registration under the Securities Act.   It  is
  agreed  that  CRI  will  not  require  opinions  of  counsel  for
  transactions certified by the respective Shareholder to  be  made
  in  accordance  with  Rule 144, except in unusual  circumstances.
  Any disposition of CRI Stock by a Shareholder while employed,  or
  within  three months of being employed, by CFS (or its affiliate)
  whether  or  not pursuant to an effective Registration  Statement
  shall  not  exceed  the volume limits which are applicable  under
  Rule 144 once holding period requirements have been satisfied.
  
             (e)   Legends.   It is understood that the  securities
  issued  in respect thereof or exchange therefor, may bear one  or
  all of the following legends:
  51
  
                  (i)  "THIS SECURITY HAS NOT BEEN REGISTERED UNDER
  THE  SECURITIES  ACT OF 1933.  IT MAY NOT BE  SOLD,  OFFERED  FOR
  SALE,  PLEDGED  OR HYPOTHECATED IN THE ABSENCE OF A  REGISTRATION
  STATEMENT IN EFFECT WITH RESPECT TO THE SECURITY UNDER  SUCH  ACT
  OR  AN  OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY
  THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO
  RULE 144 OF SUCH ACT."
  
                  (ii) Any legend required by the Blue Sky laws  of
  any  state to the extent such laws are applicable to the security
  so legended.
  
             (f)   Accredited Investor.  ASDI and the  Shareholders
  are  accredited investors as defined in Rule 501(a) of Regulation
  D promulgated under the Securities Act.
  
  Section   3.9     Restriction  on  Transferability   of   Shares,
  Compliance with Securities Act of 1933.
  
            (a)  Restrictions on Transferability.  The Shares shall
  not  be  transferable  except upon the  conditions  specified  in
  Section  3.8(d)  or  in  this Section 3.9, which  conditions  are
  intended  to  insure  compliance  with  the  provisions  of   the
  Securities Act in respect of the transfer of the CRI Stock.
  
            (b)  Certain Definitions.  As used in this Section 3.9,
  the following terms shall have the following respective meanings:
  
                   "Commission"  shall  mean  the  Securities   and
  Exchange  Commission  or any other federal  agency  at  the  time
  administering the Securities Act and the Exchange Act.
  
                  "Exchange Act" shall mean the Securities Exchange
  Act  of  1934, as amended, or any successor federal statute,  and
  the
  52
  
  rules  and regulations of the Commission thereunder, all  as  the
  same shall be in effect from time to time.
  
                  "Securities Act" shall mean the Securities Act of
  1933, as amended, or any successor federal statute, and the rules
  and  regulations of the Commission thereunder, all  as  the  same
  shall be in effect at the time.
  
                  "Registration Stock" shall mean those  shares  of
  the  CRI  Stock designated by the Shareholder pursuant to Section
  3.9  as  includable  in  the  registration  to  be  made  by  CRI
  hereunder.
  
                  "Registration Expenses" shall mean  all  expenses
  incurred  by  CRI  or  CFS  in  complying  with  Subsection  3.9,
  including,  without  limitation,  printing  expenses,  fees   and
  disbursements of counsel to CRI or CFS, the fees and expenses  in
  connection  with all registrations or exemption from registration
  under  state  securities  law  affecting  the  transfer  of   the
  Registration Stock ("Blue Sky Expenses") in New York  and  up  to
  five  other  states, and the expenses of any regular  or  special
  audits  incident  to  or required by any such registrations  (and
  including  the compensation of regular employees of  CRI  or  CFS
  involved in such registration).
  
                   "Registration  Period"  shall  mean  the  period
  beginning  on the date on which the shelf registration  is  first
  declared effective by the Commission and terminating when all  of
  the  CRI  Stock  issued  hereunder has  been  sold  or  otherwise
  transferred  or disposed of by the Shareholders but in  no  event
  later than the third anniversary of the Closing Date.
  
                  "Selling  Expenses" shall mean  all  underwriting
  discounts  and selling commissions applicable to the  sales,  and
  all   fees   and  disbursements  of  personal  counsel   to   the
  Shareholders.
  53
  
        (c)   Required Registration.  Within nine (9) months  after
  the Closing, CRI shall forthwith proceed to:
  
             (i)   prepare  and  file with the Commission  a  Shelf
  registration with respect to the Registration Stock, use its best
  efforts  to  cause it to become and remain effective  during  the
  Registration  Period,  and  pay  all  Registration  Expenses   in
  connection therewith;
  
              (ii)  prepare  and  file  with  the  Commission  such
  amendments  and  supplements to such registration  statement  and
  prospectus  used in connection therewith as may be  necessary  to
  keep such registration statement effective and to comply with the
  provisions  of  the Securities Act with respect  to  delivery  of
  prospectuses   for  the  period  during  which  the   information
  contained in the prospectus would not have to be updated pursuant
  to  Section  10(a)(3) of the Securities Act;  provided,  however,
  that if at any time during such period of effectiveness CRI shall
  request   that   the  Shareholder  withhold   their   Shares   of
  Registration Stock from sale because of CRI's temporary inability
  to   furnish  the  Shareholder  with  a  prospectus  meeting  the
  requirements of the Securities Act (other than as a result of the
  application  of  Section  10(a)(3) of the  Securities  Act),  the
  Shareholder shall refrain from selling such Registration Stock on
  the condition that CRI shall file such amendments and supplements
  to   such   registration  statement  and  prospectus  issued   in
  connection  therewith as may be necessary in order to permit  the
  sale  of the Registration Stock to the public in compliance  with
  the  Securities Act for an additional amount of time equal to the
  period of time that the Shareholder was required to refrain  from
  selling  such  Registration Stock if  Rule  144  would  not  then
  provide an exemption from registration;
  
             (iii)      furnish to the Shareholders such number  of
  copies of a prospectus in conformity with the requirements of the
  54
  
  Securities Act, and such other documents, as the Shareholders may
  reasonably  request  in order to facilitate the  public  sale  or
  other  disposition  of  the  Registration  Stock  owned  by   the
  Shareholders; and
  
             (iv)  use its best efforts to register or qualify  the
  Registration  Stock covered by such registration statement  under
  such  other securities or blue sky laws of such jurisdictions  as
  the Shareholders shall reasonably request (not exceeding five  in
  number  unless  otherwise agreed by CRI) as shall  be  reasonably
  appropriate  for  the  distribution  of  the  Registration  Stock
  covered  by such registration statement, provided that CRI  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 jurisdiction, and do any and all
  other  acts  and  things which may be necessary or  desirable  to
  enable  the  Shareholder to consummate the public sale  or  other
  disposition of the Registration Stock in such jurisdictions;
  
         (d)   Indemnification  by  CRI.   In  the  event  of   any
  registration of any Registration Stock under the Securities  Act,
  CRI  shall, and hereby does, indemnify and hold harmless  in  the
  case of any registration statement filed pursuant to Section 3.9,
  the  Shareholders,  each  other person  who  participates  as  an
  underwriter  in  the offering or sale of Registration  Stock  and
  each  other person, if any, who controls such seller or any  such
  underwriter  within the meaning of Section 15 of  the  Securities
  Act, against any losses, claims, damages or liabilities, joint or
  several, to which the Shareholder or any such director or officer
  or underwriter or controlling person may become subject under the
  Securities  Act  or  otherwise, insofar as such  losses,  claims,
  damages  or  liabilities  (or  actions  or  proceedings,  whether
  commenced or threatened, in respect thereof) arise out of or  are
  based  upon  any untrue statement or alleged untrue statement  of
  any material fact
  55
  
  contained   in  any  registration  statement  under   which   the
  Registration Stock was were registered under the Securities  Act,
  any   preliminary   prospectus,  final  prospectus   or   summary
  prospectus  contained  therein, or any  amendment  or  supplement
  thereto,  or any omission or alleged omission to state therein  a
  material fact required to be stated therein or necessary to  make
  the  statements  therein in light of the circumstances  in  which
  they  were  made  not  misleading, and CRI  shall  reimburse  the
  Shareholder, and each such underwriter and controlling person for
  any  legal or any other expenses reasonably incurred by  them  in
  connection with investigating or defending any such loss,  claim,
  liability, action or proceeding; provided that CRI shall  not  be
  liable  in any such case to the extent that any such loss, claim,
  damage, liability (or action or proceeding in respect thereof) or
  expense  arises  out of or is based upon an untrue  statement  or
  alleged untrue statement or omission or alleged omission made  in
  such  registration  statement, any such  preliminary  prospectus,
  final prospectus, summary prospectus, amendment or supplement  in
  reliance   upon  and  in  conformity  with  written   information
  furnished  to  CRI  by  or on behalf of the Shareholder  or  such
  underwriter,  as  the  case may be, for use  in  the  preparation
  thereof; and provided further that CRI shall not be liable to any
  person who participates as an underwriter in the offering or sale
  of  Registration Stock or any other person, if any, who  controls
  such underwriter within the meaning of the Securities Act, in any
  such  case  to  the  extent that any such  loss,  claim,  damage,
  liability (or action or proceeding in respect thereof) or expense
  arises out of such person's failure to send or give a copy of the
  final  prospectus,  as  the  same may  be  then  supplemented  or
  amended,  to the person asserting an untrue statement or  alleged
  untrue  statement or omission or alleged omission at or prior  to
  the  written  confirmation of the sale of Registration  Stock  to
  such  person if such statement or omission was corrected in  such
  final prospectus.
  56
  
        (e)   Indemnification by the Shareholder.  In the event  of
  any  registration of Registration Stock under Section 3.9(c), the
  Shareholder  shall, and hereby does indemnify and  hold  harmless
  (in  the  same  manner and to the same extent  as  set  forth  in
  Section 3.9(d)) severally and not jointly, CRI, each director  of
  CRI,  each  officer  of CRI and each other person,  if  any,  who
  controls  CRI within the meaning of Section 15 of the  Securities
  Act,  with  respect to any statement or alleged statement  in  or
  omission  or  alleged omission from such registration  statement,
  any   preliminary   prospectus,  final  prospectus   or   summary
  prospectus  contained  therein, or any  amendment  or  supplement
  thereto,  if  such statement or alleged statement or omission  or
  alleged omission was made in reliance upon and in conformity with
  written  information about such Shareholder furnished to  CRI  by
  such  Shareholder for use in the preparation of such registration
  statement,  preliminary  prospectus,  final  prospectus,  summary
  prospectus, amendment or supplement.
  
        (f)  Cooperation, Furnishing of Information.  It shall be a
  condition  precedent to the obligation of CRI to take any  action
  pursuant to Section 3.9(c) that the Shareholder shall (i) appoint
  a  single counsel authorized to represent all of the Shareholders
  in  connection  with registration of the Registration  Stock  and
  (ii)   furnish  to  CRI  promptly  in  writing  such  information
  regarding the Shareholder, the CRI Stock held by the Shareholder,
  and  the intended method of disposition of the Registration Stock
  as  CRI  shall  reasonably request and as shall  be  required  in
  connection with the registrations to be undertaken by CRI.
  
        (g)  Expense.  CRI shall pay all Registration Expenses,  as
  defined  herein,  and  the  Shareholder  shall  pay  all  Selling
  Expenses,  as defined herein, pro rata in accordance  with  their
  ownership  of  Registration  Stock required  in  connection  with
  registration of the Registration Stock.
  57
  
        (h)   Notice of Sale.  Until the third anniversary  of  the
  Closing, and thereafter so long as he is an employee and a holder
  of  more than 5% of the total outstanding CRI Stock of CRI,  each
  Shareholder  shall  notify CRI, in writing,  at  least  five  (5)
  business  days  prior to the date on which he  intends  to  sell,
  offer to sell or place an order to sell any share of Registration
  Stock  ("Sale  Notice").  Upon receipt of any  Sale  Notice,  CRI
  shall  have  the  right to delay the sale of  Registration  Stock
  intended  to be sold by Shareholder if, and for such time  period
  as,  (i) in the opinion of legal counsel to CRI, such sale  would
  violate   applicable  federal  or  state  securities   laws   and
  regulations  as  a  result of any material  pending  or  proposed
  transaction  of  CRI or any of its affiliates,  or  (ii)  in  the
  opinion  of management of CRI, CRI would be required to amend  or
  supplement  the registration statement to disclose  a  previously
  undisclosed  development  in its business  or  affairs  and  such
  disclosure at such time would have a material adverse  effect  on
  CRI;  provided, however, that the aggregate period  of  all  such
  delays  during any 12-month period shall not exceed 90  days,  as
  calculated from the date on which Shareholder intends to sell any
  Registration  Stock as specified in each applicable Sale  Notice.
  CRI shall exercise its right to delay any proposed sale by giving
  written  notice  of such exercise to Shareholder within  two  (2)
  business  days  following  CRI's receipt  of  Shareholder's  Sale
  Notice.
  
                             ARTICLE IV
                      CONDITIONS TO THE MERGER
  
  Section 4.1    Conditions to the Merger.  The obligation  of  CFS
  and  CRI  to  effect  the merger is subject to the  satisfaction,
  prior  to the Closing of each of the following conditions  unless
  waived by CFS and CRI:
  58
  
              (a)    Shareholder  Approval  by  ASDI.   Shareholder
  Approval  shall have been obtained by the requisite vote  of  the
  Shareholders.   At  the Closing, ASDI shall deliver  a  certified
  resolution reflecting the outcome of the Shareholder vote.
  
             (b)  No Injunction.  No order, decree, ruling or other
  action   of   a   court  or  governmental  agency  of   competent
  jurisdiction, restraining, enjoining or otherwise prohibiting the
  Merger Transaction, shall be in effect.
  
              (c)   Accuracy  of  Representations  and  Warranties;
  Compliance  with  Covenants;  and  Absence  of  Material  Adverse
  Change.   The  representations and warranties  of  ASDI  and  the
  Shareholders herein shall be accurate in all material respects at
  and   as  of  the  Closing  (except  to  the  extent  that   such
  representation and warranty speaks as of another date).  ASDI and
  the  Shareholders  shall have complied in all  material  respects
  with  the  covenants it has agreed herein to  undertake;  and  no
  material  adverse  change shall have occurred  to  the  business,
  operations  or  financial condition of ASDI since  September  30,
  1995.
  
             (d)  Satisfaction of Conditions Precedent by ASDI  and
  the  Shareholders.  ASDI shall have delivered to CFS certificates
  signed  by an officer of ASDI and the Shareholders, respectively,
  dated  the Closing, certifying that, to the best of the knowledge
  of  such officer and the Shareholder, the conditions specified in
  Section 4.1 as they relate to ASDI have been fulfilled.
  
             (e)   Consents Required to be Obtained by  ASDI.   Any
  consent  required  for the consummation of the Merger  under  any
  agreement, contract or license described in a schedule hereto  or
  for  the  continued  enjoyment by ASDI of  the  benefits  of  any
  agreement,  contract or license described in  a  schedule  hereto
  after
  59
  
  the Merger shall have been obtained, except where the failure  to
  obtain such consent would not have a Material Adverse Effect.
  
              (f)    Employment   Agreements.   The   Shareholders,
  individually, shall have executed and delivered to CFS not  later
  than  the  Closing,  employment agreements on the  form  attached
  hereto as Exhibit 4.2(d).
  
            (g)  Material Changes to Operations of ASDI.  CFS shall
  not  have been informed by a member of senior management of  ASDI
  that  any customer intends to terminate or modify in any material
  respect its existing contractual relationship with ASDI after the
  effective time of the Merger.
  
             (h)   Accuracy of ASDI Representations and Warranties.
  ASDI  shall  have delivered all assignments, consents,  approvals
  and  other  documents, certificates and instruments  as  CFS  may
  reasonably request for the purpose of (i) evidencing the accuracy
  and  completeness  of any of the representations,  warranties  or
  statements,  the  performance of any covenants or  agreements  of
  ASDI or the compliance by ASDI with any of the conditions, all as
  contained  or referred to in this Agreement, or (ii) effectuating
  or  confirming the consummation of the transactions  contemplated
  hereby.
  
             (i)   Financing.  CRI or CFS shall have obtained  debt
  financing  from  an  outside lender in at least  the  amounts  of
  $5,000,000 (Five Million Dollars) in long-term debt at an  annual
  interest  rate  which  does not exceed  10%,  and  an  additional
  $2,500,000  (Two  Million Five Hundred Thousand Dollars)  in  net
  working capital at an annual interest rate which does not  exceed
  the  prime rate of interest. CRI and CFS have obtained  a  letter
  proposal,  and  have  given a copy of same to  ASDI,  from  CRI's
  lender,  Manufacturers and Traders Trust Company,  dated  January
  18, 1996, to
  60
  
  provide  such  financing, and CRI will use its  best  efforts  to
  finalize  and effectuate such financing within 30 days after  the
  date hereof.
  
             (j)   Corporate Records of ASDI.  Prior to or  at  the
  Closing,  CFS  shall have received possession of  all  corporate,
  accounting, business and tax records of ASDI.
  
             (k)   Transactional Materials of ASDI.  The  form  and
  substance  of all actions, proceedings, instruments and documents
  required  to  consummate the transactions  contemplated  by  this
  Agreement  shall be satisfactory in all reasonable and  customary
  respects to CRI, CFS, and their counsel.
  
            (l)  Sick Leave.  Pursuant to Section 2.1(p)(4) of this
  Agreement,  at the Closing Date, no employee of ASDI  shall  have
  accumulated more than ten (10) days of sick leave.
  
             (m)   Vacation. Pursuant to Section 2.1(p)(5) of  this
  Agreement, at the Closing Date, ASDI shall have no liability  for
  vacation  on behalf of any individual, and the Balance  Sheet  of
  ASDI   shall   have  recognized  the  satisfaction  of   vacation
  liabilities.
  
  Section 4.2    Conditions to the Merger.  The obligation  of  the
  Shareholders  and  ASDI to effect the merger is  subject  to  the
  satisfaction,  prior  to the Closing of  each  of  the  following
  conditions unless waived by ASDI and the Shareholders:
  
             (a)  No Injunction.  No order, decree, ruling or other
  action   of   a   court  or  governmental  agency  of   competent
  jurisdiction, restraining, enjoining or otherwise prohibiting the
  Merger Transaction, shall be in effect.
  61
  
              (b)   Accuracy  of  Representations  and  Warranties;
  Compliance  with  Covenants;  and  Absence  of  Material  Adverse
  Change.  The representations and warranties of CRI and CFS herein
  shall  be  accurate in all material respects at  and  as  of  the
  Closing  (except  to  the  extent that  such  representation  and
  warranty  speaks  as of another date).  CRI and  CFS  shall  have
  complied  in  all  material respects with the  covenants  it  has
  agreed herein to undertake; and no material adverse change  shall
  have  occurred to the business, operations or financial condition
  of CRI or CFS since December 29, 1995.
  
             (c)   Satisfaction of Conditions Precedent by CRI  and
  CFS.   CRI  and  CFS  shall  have  delivered  to  ASDI  and   the
  Shareholders  certificates signed by officers  of  CRI  and  CFS,
  respectively, dated the Closing, certifying that, to the best  of
  the  knowledge  of  such  officer, the  conditions  specified  in
  Section 4.2 as they relate to CRI and CFS have been fulfilled.
  
             (d)   Employment Agreements.  CFS shall have  executed
  and  delivered  the  employment agreements on the  form  attached
  hereto as Exhibit 4.2(d).
  
             (e)  Transactional Materials of CFS and CRI.  The form
  and  substance  of  all  actions,  proceedings,  instruments  and
  documents required to consummate the transactions contemplated by
  this  Agreement  shall  be satisfactory  in  all  reasonable  and
  customary respects to ASDI and its counsel.
  
              (f)    Assumption   of   Debt  Obligations   of   the
  Shareholders.   At  the Closing, CFS and CRI  shall  release  the
  Shareholders   from   identified  debts  they   have   personally
  guaranteed on behalf of ASDI.
  62
  
             (g)   Lease of East Elmhurst Facility.  Messrs.  Gross
  and  Tchorbajian shall enter into a lease with CFS on such  terms
  and conditions as are acceptable and have already been agreed  to
  between CFS and Messrs. Gross and Tchorbajian.
  63
                                  
                              ARTICLE V
                     TERMINATION AND ABANDONMENT
  
  Section 5.1    Termination by Mutual Consent.  This Agreement may
  be  terminated and the Merger Transaction may be abandoned at any
  time  prior  to  the  Closing, before or after  ASDI  Shareholder
  Approval or approval by the respective Boards of Directors of CFS
  and  CRI shall have been obtained, by the mutual consent of ASDI,
  CRI  and CFS (by action of the respective Boards of Directors  of
  CFS and CRI).
  
  Section  5.2     Termination  by  ASDI  or  CFS  and  CRI.   This
  Agreement  may  be terminated and the Merger Transaction  may  be
  abandoned  by  either  ASDI or CFS and CRI (by  action  of  their
  respective Boards of Directors) if (a) the Merger shall not  have
  been  consummated on or before 45 days after the date hereof,  or
  such  later  date  as may be mutually agreed to  by  the  parties
  hereto (but only if the party seeking to terminate this Agreement
  is  not otherwise in breach in any material respect of any of its
  obligations hereunder) or (b) any court or governmental agency of
  competent  jurisdiction shall have issued  an  order,  decree  or
  ruling  or  taken  any  other  action restraining,  enjoining  or
  otherwise  prohibiting  the Merger Transaction  and  such  order,
  decree,  ruling,  or  other action shall have  become  final  and
  nonappealable.
  
  Section  5.3     Termination  by ASDI.   This  Agreement  may  be
  terminated and the Merger Transaction may be abandoned by ASDI if
  (a)  CFS  or  CRI  shall have failed to comply  in  any  material
  respect with any of the covenants or agreements contained in this
  Agreement  to be complied with or performed by it or them  at  or
  prior  to the Closing and such failure has not been cured  within
  30  days  after  receipt  of notice thereof,  or  (b)  it  become
  reasonably certain that CFS and CRI will be unable to satisfy any
  material  condition to the Merger Transaction  as  set  forth  in
  Section 4.2 on or before the
  64
  
  Closing, or (c) except as disclosed to and waived by ASDI and the
  Shareholders, there shall have occurred an event which shall have
  caused  a  Material  Adverse Effect, or the  representations  and
  warranties  of  CRI  or CFS shall have been  breached  or  become
  inaccurate in a material respect as of the Closing.
  
  Section 5.4    Termination by CFS and CRI.  This Agreement may be
  terminated and the Merger Transaction may be abandoned by CFS and
  CRI  (by action of the respective Boards of Directors of CFS  and
  CRI)  if  (a)  ASDI shall have failed to comply in  any  material
  respect with any of the covenants or agreements contained in this
  Agreement to be complied with or performed by it at or  prior  to
  the  Closing and such failure has not been cured within  30  days
  after  receipt  of  notice  thereof, (b)  it  becomes  reasonably
  certain  that  ASDI  will  be  unable  to  satisfy  any  material
  condition  to the Merger Transaction as set forth in Section  4.1
  on  or  before the 45th day after the date hereof, or  (c)  there
  shall  have occurred an event which shall have caused a  Material
  Adverse  Effect,  or the representations and warranties  of  ASDI
  have been breached or become inaccurate in a material respect  as
  of the Closing.
  
  Section  5.5     Effect of Termination.  Except  as  provided  in
  Section  3.6(b)  hereof with respect to information  obtained  in
  connection  with  the transactions contemplated  hereby,  in  the
  event of the termination of this Agreement and the abandonment of
  the  Merger  Transaction, this Agreement shall thereafter  become
  void  and  have  no effect, and no party thereto shall  have  any
  liability  to  any  other  party hereto or  its  shareholders  or
  directors or officers in respect thereof, and each party shall be
  responsible  for  its  own expenses, except that  nothing  herein
  shall  relieve  any party from liability for any  willful  breach
  thereof.    Except  as  provided  in  the  immediately  preceding
  sentence, and whether or not the Merger is consummated, all costs
  and expenses incurred in connection with
  65
  
  this Agreement and the transactions contemplated hereby shall  be
  paid by the party incurring such expenses.
  
  Section  5.6     Amendment.  This Agreement may  not  be  amended
  except  by an instrument in writing signed on behalf of  each  of
  the parties hereto.
  
  Section 5.7    Waiver.  Any time prior to the Closing, any  party
  hereto may (a) in the case of CFS or CRI, extend the time for the
  performance of any of the obligations or other acts of  ASDI  or,
  subject to the provisions contained in Section 5.6 hereof,  waive
  compliance  with  any  of the agreements  of  ASDI  or  with  any
  conditions to the respective obligations of CFS or CRI, or (b) in
  the  case of ASDI, extend the time for the performance of any  of
  the  obligations or other acts of CFS or CRI, or waive compliance
  with any conditions to its own obligations.  Any agreement on the
  part  of a party hereto to any such extension or waiver shall  be
  valid  if set forth in an instrument in writing signed on  behalf
  of such party by a duly authorized officer.
  
                             ARTICLE VI
                            MISCELLANEOUS
  
  Section  6.1     Notices.   All notices and other  communications
  among the parties shall be in writing and shall be deemed to have
  been  duly given when (i) delivered in person, or (ii) five  days
  after  posting  in  the  United  States  mail  having  been  sent
  registered or certified mail return receipt requested,  or  (iii)
  delivered  by  facsimile and promptly confirmed  by  delivery  in
  person  or post as aforesaid in each case, with postage  prepaid,
  addressed as follows:
  66
  
            (a)  If to CFS or CRI, to:
  
                 Comptek Federal Systems, Inc.
                 2732 Transit Road
                 Buffalo, New York   14224
                 Attention: John J. Sciuto
                 Facsimile No.: (716) 677-0014
                 With a copy to:
  
                 Comptek Research, Inc.
                 2732 Transit Road
                 Buffalo, New York   14224
                 Attention: Randy C. Fahs
                 Facsimile No.: (716) 677-0014
  
            (b)  If to ASDI, to:
  
                 Advanced Systems Development, Inc.
                 96-10 23rd Avenue
                 East Elmhurst, New York 11369-1230
                 Attention: Michael Gross
                 Facsimile No.: (718) 565-0288
  
                 With a copy to:
  
                 Oscar D. Folger, Esq
                 521 Fifth Avenue
                 New York, New York 10175
                 Facsimile No.: (212) 697-7833
  67
  
  or  such other address as shall be furnished available in writing
  by  any party to the others prior to the giving of the applicable
  notice or communication.
  
  Section  6.2    Counterparts.  This Agreement may be executed  in
  more  than  one  counterpart, each of which shall  be  deemed  an
  original, but all of which together shall constitute one and  the
  same  instrument.   CFS,  CRI, ASDI, the Shareholders  (including
  Matilda  Gross) and their respective attorneys agree to  treat  a
  facsimile of a signature as fully binding the individual  in  his
  or her personal and/or corporate capacity, as the case may be.
  
  Section 6.3    Headings.  The headings herein are for convenience
  or  reference  only, do not constitute a part of this  Agreement,
  and  shall not be deemed to limit or affect any of the provisions
  of this Agreement.
  
  Section  6.4    Survival of Representations or Warranties.   Each
  of   the   representations  or  warranties,   and   the   related
  indemnities,  included or provided for herein or in any  schedule
  or  certificate  or  other document delivered  pursuant  to  this
  Agreement, shall survive after the Effective Time for all  claims
  for  which notice is given on or before June 30, 1997, and  shall
  thereafter expire.
  
  Section  6.5     Indemnification.   If,  as  a  result   of   the
  transactions  contemplated by this Agreement, and any  agreements
  related  to  or arising therefrom with respect to the transaction
  contemplated  by this Agreement, ASDI materially fails  to  fully
  and  properly perform all of its material obligations  hereunder,
  then  the  Shareholders, hereby agree to defend,  indemnify,  and
  hold  harmless  CFS,  its  officers,  directors,  employees,  and
  agents,  including those of its parent and affiliated  companies,
  in  connection  with  any  economic  loss,  and  any  threatened,
  pending,  or completed actions or proceedings or appeals therein,
  whether civil,
  68
  
  criminal, administrative or investigative, in accordance with and
  to  the fullest extent permitted by law.  This obligation by  the
  Shareholders  to  defend,  indemnify,  and  hold  harmless  shall
  include,  but  not be limited to, advancing all costs,  expenses,
  and  attorneys' fees reasonably expected to be incurred by or  on
  behalf of CFS and CRI.
  
  All obligations of the Shareholders under this Agreement, whether
  for  representations  or  warranties, or for  indemnification  or
  otherwise,  are several (pro rata with their ownership  in  ASDI,
  except  that  Michael  Gross  shall  bear  the  liability   which
  otherwise would have attached to the 6.34% of the Shares of  ASDI
  held  by  Matilda  Gross, in addition to the  liability  for  the
  38.66%  of  the  ASDI Shares that he held.) and not  joint.   The
  procedures  for  indemnification of CRI and  CFS,  including  the
  amounts subject thereto, and the liability cushion therefor shall
  be  as are set forth in Article I of this Agreement.  In no event
  shall  any  Shareholder have any liability for any representation
  or  warranty, or any related indemnity, it being understood  that
  the  sole recourse of CRI and CFS shall be to proceed against the
  escrow.  Damages  for misrepresentations shall be  taken  at  the
  actual  amount  thereof,  without application  of  any  multiple,
  notwithstanding that multiples may have been used in  negotiating
  the  purchase  price.  Effective at the  date  of  Closing,  each
  Shareholder  and Matilda Gross expressly waive any  claims  known
  and unknown against ASDI, including but not limited to any rights
  for indemnification.
  
  The  rights  of  defense  and indemnification  pursuant  to  this
  Agreement  are  the  only rights to which  CFS,  or  any  of  its
  directors, officers, employees, or agents, or those of its parent
  and  affiliated  companies,  may now or  hereafter  be  otherwise
  entitled.
  69
  
  CRI  and  CFS will not assert any defense, offset or counterclaim
  against the obligations of  CRI and CFS to file and maintain  the
  effectiveness of the registration statement, and to permit  sales
  of stock by the Shareholders.
  
  CRI and CFS will jointly and severally indemnify the Shareholders
  for  any  material  misrepresentation or breach  of  warranty  or
  covenant by CRI or CFS in this Agreement.
  
  Section  6.6    Entire Agreement.  This Agreement, which includes
  the   Exhibits  and  Schedules  hereto,  constitutes  the  entire
  agreement and supersedes all prior agreements and understandings,
  both  written  and oral, among the parties, with respect  to  the
  subject matter of this Agreement.
  
  Section  6.7    Cooperation.  Subject to the terms and conditions
  of  this  Agreement,  each of the parties hereto  shall  use  its
  reasonable efforts to take, or cause to be taken, such action, to
  execute and deliver, or cause to be executed and delivered,  such
  governmental   notifications   and   additional   documents   and
  instruments and to do, or cause to be done, all things necessary,
  proper  or  advisable under the provisions of this Agreement  and
  under  applicable  law  to  consummate  and  make  effective  the
  transactions contemplated by this Agreement.
  
  Section  6.8     No  Rights to Third Parties.   Nothing  in  this
  Agreement express or implied is intended to confer upon any other
  person,  other  than  the  Indemnified  Parties,  any  rights  or
  remedies under or by reason of this Agreement.
  
  Section  6.9     No  Assignment.  This  Agreement  shall  not  be
  assigned, by operation of law or otherwise.
  70
  
  Section  6.10   Governing Law.  This Agreement shall be  governed
  in  all  respects,  including without  limitation  its  validity,
  interpretation and effect, by the law of the State  of  New  York
  applicable to contracts made and to be performed therein.
  
  Section  6.11    Consent to Jurisdiction.  Each  of  the  parties
  hereto irrevocably and unconditionally (a) agrees that any  suit,
  action  or  other legal proceeding ("Suit") arising out  of  this
  Agreement may be brought and adjudicated in Buffalo, New York, in
  the  United States District Court for the Western District of New
  York,  or,  if  such court will not accept jurisdiction,  in  any
  court of competent civil jurisdiction sitting in Erie County, New
  York,  (b) submits to the non-exclusive jurisdiction of any  such
  court for the purposes of any such Suit and (c) waives and agrees
  not  to assert by way of motion, as a defense or otherwise in any
  such  Suit, any claim that is not subject to the jurisdiction  of
  the  above  courts, that such Suit is brought in an  inconvenient
  forum  or that the venue of such Suit is improper.  Each  of  the
  parties  hereto also irrevocably and unconditionally consents  to
  the service of any process, pleadings, notices or other papers in
  a  manner  permitted  by  the notice provisions  of  Section  6.1
  hereof.
  
                             ARTICLE VII
                         CERTAIN DEFINITIONS
  
  Certain  Definitions.  As used herein, the following terms  shall
  have the following meanings:
  
  "Acquisition  Transaction" has the meaning specified  in  Section
  3.4.
  
  "ASDI Welfare Plan" has the meaning specified in Section 2.1(j).
  
  "Affiliate"  means,  with respect to any  specified  Person,  any
  Person that, directly or indirectly, controls, is controlled  by,
  or is
  71
  
  under common control with, such specified Person, through one  or
  more intermediaries or otherwise.
  
  "Balance Sheet Date" has the meaning specified in Section 2.1(g).
  
  "Benefit  Arrangement"  has  the  meaning  specified  in  Section
  2.1(j).
  
  "CERCLA" has the meaning specified in Section 2.1(l).
  
  "Closing" has the meaning specified in Section 1(e).
  
  "Closing Date" has the meaning specified in Section 1(e).
  
  "Code" means the Internal Revenue Code of 1986, as amended.
  
  "Confidentiality  Agreement" means the  letter  agreement,  dated
  February  22,  1995,  between CFS and ASDI,  attached  hereto  as
  Schedule 7.
  
  "Contracts" has the meaning specified in Section 2.1(m).
  
  "Employee Plans" has the meaning specified in Section 2.1(j).
  
  "Employment Laws" has the meaning specified in Section 2.1(p).
  
  "Environment" has the meaning specified in Section 2.1(l).
  
  "Environmental,  Health and Safety Liabilities" has  the  meaning
  specified in Section 2.1(l).
  
  "Environmental Laws" has the meaning specified in Section 2.1(l).
  
  "ERISA" has the meaning specified in Section 2.1(j).
  
  "ERISA Affiliate" has the meaning specified in Section 2.1(j).
  
  "Evaluation  Materials" means this Agreement (together  with  the
  Schedules and Exhibits hereto) and, as to any party hereto, means
  all  other non-public information furnished or made available  to
  such  party by the other parties hereto (the "disclosing  party")
  in  connection with the transactions contemplated hereby relating
  to  the  disclosing  party or the disclosing party's  Affiliates,
  whether   furnished  or  made  available  orally  or  in  writing
  (whatever  the  form  or  data storage  medium)  or  gathered  by
  inspection  and regardless of whether specifically identified  as
  "confidential," together with analyses, compilations, studies  or
  other documents prepared by any party, or by such party's agents,
  representatives (including attorneys' accountants  and  financial
  advisors)  or employees, which contain or otherwise reflect  such
  information,  provided that the term Evaluation  Materials  shall
  not   include  information  that  (i)  is  or  becomes  generally
  available to the public other than as a result of a disclosure in
  violation  of the terms hereof or the Confidentiality  Agreement,
  (ii)  was  or  becomes  available to a party  hereto  on  a  non-
  confidential  basis  from a source other  than  any  other  party
  hereto  or  their representatives and affiliates,  provided  that
  such source is not prohibited from disclosing such information by
  a  contractual, legal or fiduciary obligation to any party hereto
  or  any of their respective representatives, or (iii) has been or
  is independently developed by the party to which such information
  was  furnished  or  made  available  and  not  derived  from  the
  Evaluation Materials.
  
  "Facilities" has the meaning specified in Section 2.1(l).
  
  "FWPCA" has the meaning specified in Section 2.1(l).
  
  "GAAP" has the meaning specified in Section 2.1(f).
  72
  
  "Government  Contract"  has  the  meaning  specified  in  Section
  2.1(m).
  
  "Hazardous  Materials"  has  the  meaning  specified  in  Section
  2.1(l).
  
  "Intellectual  Property"  has the meaning  specified  in  Section
  2.1(o).
  
  "Knowledge"  means the actual knowledge of senior  management  of
  ASDI, CFS or CRI, respectively, after due inquiry.
  
  "Liability Cushion" has the meaning specified in Section 1.3(b).
  
  "Liens"   means   any   mortgages,  deeds  of   trust,   pledges,
  hypothecations, encumbrances, security interests, or liens of any
  kind.
  
  "Material  Adverse Effect" has the meaning specified  in  Section
  2.1(a).
  
  "Material Contracts" has the meaning specified in Section 2.1(m).
  
  "Merger" has the meaning specified in Section 1(a).
  
  "Merger Transaction" has the meaning specified in Section 1(a).
  
  "Multiemployer Plan" has the meaning specified in Section 2.1(j).
  
  "PBGC" has the meaning specified in Section 2.1(j).
  
  "Pension Plan" has the meaning specified in Section 2.1(j).
  
  "Permitted Liens" means (i) mechanics, materialmen's and  similar
  Liens  with  respect to any amounts not yet due  and  payable  or
  which  are  being  contested  in good faith  through  appropriate
  proceedings,  (ii)  Liens for Taxes not yet due  and  payable  or
  which are being
  74
  
  contested in good faith through appropriate proceedings for which
  adequate reserves have been established in accordance with  GAAP,
  (iii)  Liens on goods in transit incurred pursuant to documentary
  letters  of  credit,  (iv) Liens securing rental  payments  under
  capital  lease  agreements, (v) Liens arising  in  favor  of  the
  United  States Government as a result of progress payment clauses
  contained in any Contract, (vi) encumbrances and restrictions  on
  real  property that do not materially interfere with the  present
  uses  of such real property and (vii) other Liens imposed by  law
  arising  in  the ordinary course of business and not incurred  in
  connection  with the borrowing of money and which do not  in  the
  aggregate  materially detract from the value  of  the  encumbered
  property or materially impair the use thereof or which are  being
  contested  in  good  faith  by  appropriate  proceedings,   which
  proceedings have the effect of preventing the forfeiture or  sale
  of  the  property  or  assets subject to  such  Lien  during  the
  pendency of such proceeding.
  
  "Person"  means  any individual, firm, corporation,  partnership,
  limited   liability   company,  incorporated  or   unincorporated
  association,  joint  venture, joint stock  company,  governmental
  agency or instrumentality or other entity of any kind.
  
  "Plan  of  Merger" has the meaning specified in Section  1(a)  of
  this Agreement.
  
  "Proprietary Rights" has the meaning specified in Section 2.1(o).
  
  "RCRA" has the meaning specified in Section 2.1(l).
  
  "Reasonable Best Estimate" has the meaning specified  in  Section
  2.1(g)(ii).
  
  "Release" has the meaning specified in Section 2.1(l).
  75
  
  "Shareholder" means any holder of record of shares of ASDI Common
  Stock immediately prior to the Closing except for Matilda Gross.
  
  "Taxes" has the meaning specified in Section 2.1(r).
  
  "Tax Returns" has the meaning specified in Section 2.1(r).
  
  "Threat of Release" has the meaning specified in Section 2.1(l).
  
  "Welfare Plan" has the meaning specified in Section 2.1(j).
  76
  
        IN  WITNESS  WHEREOF, the parties hereto have  caused  this
  Agreement to be duly executed as of the date first above written.
  
  COMPTEK RESEARCH, INC.
  
  By:       /S/John R. Cummings
            John R. Cummings
  Title:    Chariman, President & CEO
  
  COMPTEK FEDERAL SYSTEMS, INC.
  
  By:       /S/John J. Sciuto
            John J. Sciuto
  Title:    President & CEO
  
  ADVANCED SYSTEMS DEVELOPMENT, INC.
  
  By:       /S/Nichan Tchorbajian
  
  Title:    President
  
  SHAREHOLDERS:
  
  /S/Michael Gross
  ______________________
  Michael Gross
  
  /S/Nichan Tchorbajian
  ______________________
  Nichan Tchorbajian
  
  /S/Larry Diamond
  ______________________
  Larry Diamond
  
  /S/Matilda Gross
  ______________________
  Matilda Gross
  77
  
  Escrow Agent, insofar as concerns Section 1.3:
  
  /S/Oscar D. Folger
  ______________________
  Oscar D. Folger
  78
                          MERGER AGREEMENT
                           BY AND BETWEEN
                       COMPTEK RESEARCH, INC.,
                   COMPTEK FEDERAL SYSTEMS, INC.,
                                 AND
                 ADVANCED SYSTEMS DEVELOPMENT, INC.
  
                 ___________________________________
  
                          LIST OF SCHEDULES
                                  
                ____________________________________
  
  Schedule 1.2(a):    Certified Financial Statements
  
  Schedule 2.1(g):    Liabilities  and Reasonable Best Estimate  of
                      Program Cost Reserves
  
  Schedule 2.1(p):    Employment Contracts and Labor Relations
  
  Schedule 2.1(u):    Insurance
  
  Schedule 4.2(d):    Employment Agreement Form
  
  Schedule 7:         Confidentiality Agreement
  79
                                  
                           SCHEDULE 1.2(a)
                   Certified Financial Statements
  
  The audited financial statements for Advanced Systems
  Development, Inc., as of September 30, 1995 and 1994, together
  with the independent auditors' report of David Michael & Company
  P.C., Certified Public Accountants, dated November 30, 1995, as
  referenced in Section 1.2(a) of this Agreement, have been
  delivered to CRI and CFS.
  80
                                  
                           Schedule 2.1(g)
                             Liabilities
  
  (a)  Advanced  Systems  Development,  Inc.  VS  New  York   State
       Department of Labor
  
  On  June  27,  1995, New York State Employment  Insurance  appeal
  board ruled against Advanced Systems Development, Inc. (ASDI)  in
  the matter of Tung S. Wang.  ASDI had contended that Mr. Wang was
  hired  as a consultant and the appeal board's decision ruled  him
  as  an  employee.  ASDI has appealed.  If the appeal is rejected,
  ASDI's liability is estimated to be $5,000.
  
  (b)   If  the  appeal is rejected, this could have an  impact  on
  three  other consultants hired by ASDI.  The potential  liability
  is estimated to be $25,000 but may exceed this amount.
  
  (c)  BWB Contract - Germany Import Duty
  
  If  ASDI  is  required  to  pay the  import  duty  for  equipment
  delivered  under this contract, ASDI will have  to  make  a  cash
  payment  of $250,000.  As of this date, Customs has not  invoiced
  ASDI  for  this  amount.  If payment is made,  ASDI  may  not  be
  reimbursed  for  a period of 2-4 months.  The liability  for  the
  interest cost may be $10,000 but may exceed this amount.
  81
                                  
                           Schedule 2.1(g)
          Reasonable Best Estimate of Program Cost Reserves
  ASDI Reserves at 9/30/95
  Proj #       Management     Warranty
  Elettronica                  629/661                     $40,000
  Singapore                        639                     $70,000
  Rainford                         677                     $40,000
  Boeing                          1695       $215,000             
  Thomson/CSF                     1700                     $20,000
  Boeing                          1701       $290,000             
  Hughes-Link                1703-1714       $250,000             
  Hughes                          1704                     $20,000
                   TOTAL                     $755,000     $190,000
  82
  
                           Schedule 2.1(p)
              Employment Contracts and Labor Relations
  
  With   respect  to  written  contracts  between  ASDI  and   it's
  employees,  the  following  is  a  summary  of  the   two   known
  agreements:
  
  1.   Between Michael Gross of ASDI and Harold Klipper.  Effective
       March  17, 1994, the parties agree that Mr. Klipper's annual
       compensation  will  be  $105,000  as  of  March  31,   1994.
       Further, Mr. Klipper's annual bonus will be equal to  $5,000
       if  the  company's  percentage of net income  before  income
       taxes  to  revenue for a fiscal year will be 12%.  For  each
       percentage  point above 12%, an additional  $5,000  will  be
       earned up to a maximum bonus of $50,000.  This agreement  is
       dated  March  18,  1994 and there are no  known  changes  or
       amendments to this contract.
  
  2.   Effective  September 15, 1995 ASDI, as  represented  by  Mr.
       Larry  Diamond, entered into an agreement to  form  a  Bonus
       Incentive  Plan  for the following Marketing personnel;  Mr.
       Ron  Rich,  Mr. Paul Boehm, Mr. Joe Gorelick  and  Mr.  Bill
       Gawreluk.
  
       The  plan will distribute a bonus pool consisting of  1%  of
       bookings in Fiscal 1996 above and beyond the target bookings
       of   $18,000,000.   One-half  percent  of  the  1%  will  be
       distributed  equally  to the above named  individuals.   The
       remaining    one-half   percent   is   to   be   distributed
       proportionally based on booking goals discussed  during  the
       meeting  of September 15, 1995.  Distribution of  the  bonus
       pool  is  contingent upon the company obtaining net earnings
       for  Fiscal 1996 and the bonus pool cannot exceed 10% of the
       companies   pretax  earnings.   This  agreement   is   dated
       September  30,  1995  and  there are  no  known  changes  or
       amendments to this bonus plan.
  83
                           SCHEDULE 2.1(u)
                              Insurance
  
  The  following  is  a  summary description  of  ASDI's  insurance
  policies  as  is  set  forth pursuant to Section  2.1(u)  of  the
  Agreement:
  Policy Type       Carrier          Policy #       Expiration
  Workers'         State           532379-5             8/23/96
  Compensation     Insurance Fund
  
  Business Auto    Liberty Mutual  AS2-121-079781-      2/1/96
                                   015
  
  Foreign Credit   Credit                               7/1/96
  Insurance        International
                   Associates,
                   Inc.
  
  Commercial       RLI Insurance   OUL020741            2/1/96
  Umbrella         Co.
  
  General          Liberty Mutual  YY2-121-079781-      2/1/96
  Liability                        035
  
  Transportation   Liberty Mutual  MS2-121-07981-       2/1/96
  Floater                          025
  84
                                  
                           SCHEDULE 4.2(d)
                      Employment Agreement Form
  
  Attached to this Schedule 4.2(d) is the Employment Agreement form
  to be utilized between CFS and the individual Shareholders.
  85
  
                           SCHEDULE 4.2(d)
  
                        EMPLOYMENT AGREEMENT
  
        THIS  AGREEMENT,  made as of the ____ day  of  ___________,
  19__,  by  and  between  _____(NAME IN  CAPS)_____,  residing  at
  ________________________, (hereinafter  called  "Employee"),  and
  COMPTEK FEDERAL SYSTEMS, INC., a New York corporation having  its
  office  and  principal place of business at  2732  Transit  Road,
  Buffalo, New York 14224 (hereinafter called the "Corporation").
  
                        W I T N E S S E T H :
  
        WHEREAS,  the Employee will be employed as ________________
  of  the  Corporation,  and  shall be assigned  duties  which  are
  consistent with this executive position;
  
        WHEREAS,  the Employee acknowledges that he  has  and  will
  continue  to  develop  specialized  knowledge  of,  and  personal
  relationships  with,  the  Corporation's  customers   and   their
  products and operations; and
  
       WHEREAS, this Agreement is one of several similar agreements
  by and between the Corporation and certain key executives; and
  
        WHEREAS,  it is the intention of the parties to  have  this
  Agreement  and such similar Agreements construed in a  consistent
  manner in accordance with the laws of the State of New York; and
  
        WHEREAS,  the  Corporation wishes to be reasonably  assured
  that  Employee will continue as an employee and desires to retain
  his services, realizing that if he were to enter into competition
  with the Corporation it would suffer financial loss;
  86
  
        NOW,  THEREFORE, in consideration of mutual  covenants  and
  obligations  contained  herein,  the  parties  hereto  agree   as
  follows:
  
        1.     Term of Employment.  The Corporation hereby  employs
  Employee  and Employee agrees to work for the Corporation  for  a
  period  of three (3) years beginning _________, 19___, and ending
  ____________, 19___, subject, however, to earlier termination  as
  provided in paragraphs 4, 5, 10, and 11.
  
        2.     Duties  and Responsibilities.  Employee agrees  that
  during  the  term  of  this  Agreement  his  principal  area   of
  responsibility  shall  be  that of __________  for  the  Advanced
  Systems  Division of the Corporation.  Employee shall devote  his
  full  business  time  and best efforts, skills,  and  ability  to
  promote  the  business of the Corporation  and  perform  for  the
  Corporation  such  duties  as  are  customarily  performed  by  a
  management  or executive employee having responsibility  in  such
  areas,  and  such  other  duties consistent  with  his  executive
  position  as may be assigned to him by the President and  CEO  of
  the  Corporation and serve as an officer and/or a director of the
  Corporation if duly elected.  Employee shall have such power  and
  authority  as  shall  reasonably be required  to  enable  him  to
  perform  his  duties hereunder in an efficient  manner;  provided
  that  in  the  exercising of such power  and  authority  and  the
  performance of such duties, he shall at all times be  subject  to
  the  supervision and direction of the President and  CEO  of  the
  Corporation  and  the  authority and  control  of  the  Board  of
  Directors of the Corporation.
  87
  
       3.    Remuneration.
  
       (a)   So long as Employee is employed by the Corporation, he
  will  be paid a salary at such rate as may be fixed from time  to
  time  by the Board of Directors of the Corporation, but not  less
  than   $150,000  per  year  (his  "Base  Salary"),   payable   in
  approximately  equal  installments  at  such  intervals  as   the
  Corporation   pays  the  salaries  of  its  executive   employees
  generally.
  
        (b)    It is understood that temporary disability (of  less
  than  six  (6) months in duration) will not result in termination
  of  Employee's employment, during which period of time Employee's
  then Base Salary shall continue in effect.
  
        (c)    Employee will be entitled to reimbursement  for  all
  reasonable  travel and other business expenses incurred  by  him.
  Employee  will  be included in any group life insurance,  medical
  insurance, pension, profit-sharing plans or other benefits  which
  the  Corporation  may have in force from time  to  time  for  its
  executive  personnel.  Such benefits and any  resulting  payments
  thereunder shall be in addition to his Base Salary.
  
        (d)    The  Corporation agrees to permit  the  Employee  to
  participate  in an incentive compensation bonus plan pursuant  to
  the terms which are more fully set forth on Exhibit A hereto.  Of
  the  amount  of the bonus agreed upon, 65% will be  paid  to  the
  Employee within thirty (30) days after the end of the fiscal year
  (based  upon  the profit performance for such year shown  on  the
  unaudited internal report).   The remaining balance will be  paid
  to  the  Employee within thirty (30) days of the release  of  the
  Corporation's  audited financial statements by the  Corporation's
  independent certified public accountants and shall be  final  and
  conclusive and binding on all parties.
  88
  
       4.    Death Benefits.
  
        (a)    If Employee should die while still in the employ  of
  the  Corporation,  the  Corporation will pay  to  his  designated
  beneficiary
  
                             (i)      his Base Salary in effect  at
                      the  time  of  death for the balance  of  the
                      month in which his death occurs, plus
  
                             (ii)      in each of the first  twelve
                      months following the month in which his death
                      occurs, an amount equal to one twelfth (1/12)
                      of  his Base Salary in effect at the time  of
                      death, plus
  
                           (iii)     incentive compensation for the
                      first  twelve months following the  month  in
                      which  his  death  occurs, payable  when  the
                      Corporation generally makes such payments  to
                      its    employees.     If    this    incentive
                      compensation   period  extends   beyond   the
                      current  fiscal year of the Corporation,  the
                      incentive  compensation  for  the  succeeding
                      fiscal  year shall be computed pro rata  from
                      the number of months needed to reach 12 total
                      months of incentive compensation.
  
       (b)   If the designated beneficiary is not alive at the time
  of the making of any of such payments, the payments shall be made
  to  the Employee's estate in accordance with paragraph 12 of this
  Agreement.
  
         5.      Termination  of  Employment  Due  to  Illness   or
  Disability.
  
        (a)   In the event of the disability or illness of Employee
  rendering  him  substantially unable to  render  service  to  the
  Corporation of the character contemplated by this Agreement for a
  period  in  excess of six (6) months, the Corporation shall  have
  the  right to terminate this Agreement upon giving not less  than
  thirty (30) days' advance written
  89
  
  notice given after such six (6) month period of its intention  to
  terminate  Employee.  If Employee shall have resumed  his  duties
  hereunder   within  such  thirty-day  period   and   shall   have
  continuously   performed  his  duties  for  at  least   two   (2)
  consecutive  months thereafter, such notice of termination  shall
  be  deemed  of  no  force  or  effect and  this  Agreement  shall
  thereupon  continue  in  full force, as  though  such  notice  of
  termination  had not been given.  In the event a question  arises
  hereunder  as  to  Employee's incapacity to perform  his  regular
  duties, the Employee shall be examined by a physician selected by
  the   Corporation   and  the  Employee,  and   such   physician's
  determination  shall be final and conclusive and binding  on  all
  parties for the purposes hereof.
  
        (b)    Upon termination of his employment because  of  such
  illness  or disability, the Corporation shall pay to the Employee
  in  each of the first twelve months following the effective  date
  of  such termination, a monthly termination payment equal to  one
  twelfth  (1/12) of his Base Salary in effect at the time of  such
  termination, plus incentive compensation for twelve  (12)  months
  as computed pursuant to Section 4(a)(iii) of this Agreement.
  
         (c)     In  the  event  of  Employee's  death  after  such
  termination on account of such illness or disability, but  before
  the  completion of the making of the payments to which he  became
  entitled  as provided for above, the Corporation shall make  such
  payments  to the Employee's designated beneficiary;  or,  if  the
  designated beneficiary is not alive at the time of the making  of
  any  of  such  payments,  the  payments  shall  be  made  to  the
  Employee's  estate  in  accordance  with  paragraph  12  of  this
  Agreement.
  
        6.     Non-Competition.  It is understood and  agreed  that
  during the term of his employment by the Corporation, and, in the
  event that he resigns or is discharged, for the longer of one (1)
  year or a period of one (1) year following the effective date  of
  termination  of his employment by the Corporation,  for  whatever
  reason,  the Employee shall not engage directly or indirectly  in
  any  business  activities in the continental United States  which
  are  substantially  similar to the business of  the  Corporation,
  either as a proprietor, stockholder
  90
  
  (other  than  as  a holder of less than 5% of any  class  of  the
  securities  of  a  corporation registered  under  the  Securities
  Exchange Act of 1934, as amended), partner, officer, employee  or
  otherwise, unless the Corporation has first consented in  writing
  thereto.   That  notwithstanding, the Employee  may  work  for  a
  company  which conducts business activities which are similar  to
  those  of  the Corporation, but during the duration of  the  non-
  competition period with the Corporation, the Employee may not  in
  any  way participate in business activities which are competitive
  to  the  then  business of the Corporation without receiving  the
  advance written consent of the Corporation.  In addition  to  the
  foregoing  covenants,  and  for  the  same  period,  it  is  also
  understood  and  agreed  that  after  the  termination   of   the
  Employee's employment with the Corporation, for whatever  reason,
  the Employee shall not solicit any of the Corporation's customers
  with which he dealt while he was employed by the Corporation, for
  any  business  which is competitive to the then business  of  the
  Corporation, either on behalf of himself or any other  person  or
  entity  engaged  in  any business substantially  similar  to  the
  business  of  the Corporation, unless the Corporation  has  first
  consented in writing thereto.
  
        7.     Trade  Secrets.   In the course  of  performing  his
  duties,   the  Employee  will  be  engaged  in  the  development,
  manufacture  and  sale  of  a variety of  computer  hardware  and
  software products based upon experimental and inventive work, and
  the Employee will receive, and acknowledges that he has received,
  confidential  information of the Corporation  including,  without
  limitation, information not available to competitors relating  to
  the    Corporation's   existing   and   contemplated    products,
  manufacturing   procedures,  methods,   machines,   computations,
  technology,  formulae,  trade  secrets,  know-how,  research  and
  development   programs,  discoveries,  improvements   and   ideas
  (regardless  of whether or not patentable), customer information,
  all  of which is hereinafter referred to as "Trade Secrets."  The
  Employee agrees that he will not, either during his employment or
  subsequent   to  the  termination  of  his  employment   by   the
  Corporation,   directly  or  indirectly  disclose,   publish   or
  otherwise  divulge  any  Trade  Secrets  to  anyone  outside  the
  Corporation  or  use such information in any manner  which  would
  adversely  affect  the  business or  business  prospects  of  the
  Corporation, without prior written authorization from
  91
  
  the Corporation to do so.  Without limiting the generality of the
  foregoing,  the  Employee  agrees  that  while  employed  by  the
  Corporation he will not, except with the prior written consent of
  a  duly authorized superior officer of the Corporation, take  out
  of  the  Corporation's  offices or  facilities,  or  disclose  or
  otherwise  divulge to any unauthorized person, any Trade  Secrets
  and that if, at the time of the termination of his employment  by
  the  Corporation  he is in possession of any documents  or  other
  written  materials constituting, containing or  reflecting  Trade
  Secrets,  he  will  return and surrender all such  documents  and
  written  materials  to the Corporation upon leaving  its  employ.
  The  restrictions and protection provided for in  this  paragraph
  shall  be in addition to any protection afforded to Trade Secrets
  by law or equity.
  
        8.    Inventions.  The Employee agrees that all inventions,
  discoveries and improvements, and all new ideas for manufacturing
  and marketing products of the Corporation, which the Employee has
  conceived  or  may  conceive while employed by  the  Corporation,
  whether during or outside business hours, on the premises of  the
  Corporation or elsewhere, alone or in collaboration with  others,
  or  which he has acquired or may acquire from others, and whether
  or  not  the  same  can be patented or registered  under  patent,
  copyright,  or trademark laws, shall be and become the  sole  and
  exclusive  property of the Corporation.  The Employee  agrees  to
  promptly  disclose  and  fully  acquaint  the  President  or  the
  Chairman   of  the  Board  of  the  Corporation  with  any   such
  inventions,  discoveries, improvements and  ideas  which  he  has
  conceived,  made or acquired, and shall, at the  request  of  the
  Corporation,  make a written disclosure of the same  and  execute
  such applications, assignments, and other written instruments  as
  may  reasonably be required to grant to the Corporation sole  and
  exclusive  right, title and interest thereto and therein  and  to
  enable  the Corporation to obtain and maintain patent, copyright,
  and trademark protection therefor.
  
         9.      Enforcement   of  Covenants.   The   Corporation's
  obligation to make any or all of the payments provided for  under
  this  Agreement is conditioned upon and shall cease and terminate
  in the event of the material breach by the Employee of any of the
  covenants
  92
  
  contained  herein.  In the event of an alleged breach  by  either
  the  Employee  or  the  Corporation, the  aggrieved  party  shall
  provide written notice to the other of the fact and circumstances
  giving  rise to the alleged breach.  The party receiving  such  a
  notice  shall  have ten (10) business days to substantially  cure
  the alleged breach.  The Employee acknowledges that such payments
  are  full and adequate compensation for his non-competition  with
  the Corporation.
  
        The Corporation, however, shall not cease to perform any of
  its  covenants  made  under  this  Agreement,  including  without
  limitation the payment of money, until any alleged breach of this
  Agreement  by  Employee  has  been  adjudicated  by  a  court  of
  competent jurisdiction.
  
        The  Employee  understands and agrees that because  of  the
  personal relationships with the Corporation's customers which  he
  has  and will continue to form during his employment, and because
  of  the  specialized  knowledge which  he  will  develop  of  the
  Corporation's  and  of  its  customers'  products,  services,  or
  operations,  potential irreparable damage  would  result  to  the
  Corporation  from  his competing with it or divulging  its  Trade
  Secrets  as restricted by this Agreement.  Accordingly,  Employee
  expressly  agrees  that  in addition  to  any  and  all  remedies
  available to it, the Corporation shall have the remedies of money
  damages  and a restraining order, or an injunction,  and  of  any
  other  appropriate  equitable relief, without  the  necessity  of
  posting  any bond or surety, in the event that there is a  breach
  of  any  covenants contained in this Agreement.  The  Corporation
  and  the Employee agree to negotiate in good faith to resolve any
  disputes  which  may  arise which are directly  related  to  this
  Employment  Agreement.   However,  if  such  disputes  result  in
  litigation,  the  prevailing  party  shall  be  entitled  to   be
  reimbursed for  reasonable costs and attorneys' fees in the  same
  proportion to which they have prevailed.
  
        10.    Termination  of Employment by the Corporation.   The
  Corporation  may,  of  its  own  volition,  terminate  Employee's
  employment  at  any  time, other than on account  of  illness  or
  disability,  upon  giving  at least  thirty  (30)  days'  advance
  written notice to the
  93
  
  Employee   of  the  date  when  such  termination  shall   become
  effective.  In the event of such termination, the Employee during
  his  life  shall be entitled to receive, so long as he shall  not
  breach  (and  shall not have breached) any of the  provisions  of
  this  Agreement,  or  have  been terminated  for  cause,  monthly
  payments  for  a  period  of twelve months  next  succeeding  the
  effective date of termination, each payment equal to one  twelfth
  (1/12)  of  his  Base  Salary  in effect  at  the  time  of  such
  termination, plus incentive compensation for twelve  (12)  months
  as computed pursuant to Section 4(a)(iii) of this Agreement.  The
  Employee's employment shall be deemed to be terminated for  cause
  where the Corporation determines after notice and opportunity  to
  cure  as set forth in Section 9 of this Agreement, in good faith,
  that  there  has been continuing neglect by the Employee  of  his
  duties  hereunder or willful misconduct on his part in connection
  with  the  performance of such duties, or where the employee  has
  been  convicted  of  a  felony or a misdemeanor  involving  moral
  turpitude.
  
        11.    Termination of Employment by the Employee.  Employee
  may,  of  his own volition, terminate his employment at any  time
  upon giving at least thirty (30) days' advance written notice  to
  the  President or the Chairman of the Board of Directors  of  the
  Corporation  of  the  date  when such  termination  shall  become
  effective.
  
        12.    Designation of Beneficiary; Lump  Sum  Payments.   A
  designated  beneficiary entitled to receive the benefits  payable
  following  the  death of Employee under paragraph 4,  or  payable
  following  the  death  of  the  Employee  after  termination   of
  employment  under  paragraph  5, shall  be  named  in  a  written
  designation  filed  with the Secretary of the Corporation.   Such
  written designation may be revoked or amended by Employee at  any
  time.   If  no such written designation of beneficiary  shall  be
  filed with the Secretary of the Corporation, or if the designated
  beneficiary is not alive at the time of any payment to  be  made,
  the  same shall be paid in equal shares to the Employee's  estate
  in  cash.   In determining the eligibility and status of  persons
  entitled  to receive payments under paragraphs 4 and  5  of  this
  Agreement, the Corporation may rely on its records and  the  good
  faith  determinations of its officers.  In  no  event  shall  the
  Corporation be liable to
  94
  
  any  person  for any sums paid to any other persons  pursuant  to
  such records and determinations.
  
         13.     Assignments,  etc.   Neither  Employee   nor   any
  beneficiary  designated to receive payments under this  Agreement
  shall have any power to transfer, assign, anticipate, mortgage or
  otherwise  encumber  in  advance  any  of  the  benefits  payable
  hereunder, nor shall such benefits be subject to seizure for  the
  payment  of  any  debts  or  judgments  or  any  of  them  or  be
  transferable  by  operation in law in the  event  of  bankruptcy,
  insolvency or otherwise.
  
        14.    Participation  in  Other  Plans.   Nothing  in  this
  Agreement  shall  affect any right which Employee  may  otherwise
  have  to  participate in, or under any other retirement  plan  or
  agreement which the Corporation may now or hereafter provide.
  
        15.    Binding Agreement.  This Agreement shall be  binding
  upon  the  parties hereto, their heirs, executors, administrators
  or successors.
  
        16.   Revocation.  This Agreement may be amended or revoked
  at any time only by mutual written agreement of the parties.
  
       17.   Cumulative Remedies.  Any of the remedies provided for
  herein shall be in addition to any remedy available to either  of
  the parties at law or equity.
  
        18.    Savings Clause.  If any part of this Agreement shall
  be  determined  to be unreasonable in duration or in  area,  then
  this  Agreement  is intended to and shall extend  only  for  such
  period  of  time  and  in  such  area  as  is  determined  to  be
  reasonable.
  
        19.    New York Law.  This Agreement shall be construed  in
  accordance  with  and governed by the laws of the  State  of  New
  York.
  95
  
        IN  WITNESS WHEREOF, Employee has hereunto set his hand and
  seal,  and  the  Corporation  has caused  these  presents  to  be
  executed  by  its  President or Chairman of  the  Board  and  its
  corporate seal to be affixed hereto, the day and year first above
  written.
  
                                __________________________________
                                Employee Name
  
                                     COMPTEK FEDERAL SYSTEMS, INC.
  
                                By   _____________________________
                                     Name
                                     Title
  
  (Corporate Seal)
  96
  
  STATE OF NEW YORK   )
                      :    SS.:
  COUNTY OF ERIE      )
  
  On this ___ day of ___________, 19___ , before me personally came
  (President or Chairman) to me known, who, being by me duly sworn,
  did     depose     and     say     that     he     resides     at
  ____________________________; that he is  the  __________________
  of  COMPTEK  FEDERAL SYSTEMS, INC., the corporation described  in
  and  which executed the above instrument; that he knows the  seal
  of  said corporation; that the seal affixed to said instrument is
  such  corporate seal; that it was so affixed by the order of  the
  board  of  directors of said corporation, and that he signed  his
  name thereto by like order.
  
                               ____________________________________
  97
  
  STATE OF NEW YORK   )
                      :    SS.:
  COUNTY OF ERIE      )
  
  On  this ___ day of ____________, 19__, before me personally came
  ___(Employee)___, to me personally known and known to  me  to  be
  the  same  person  described in and who  executed  the  foregoing
  instrument and acknowledged that he executed the same.
  
                           ____________________________________
  98
                                  
                              EXHIBIT A
  
                     INCENTIVE COMPENSATION PLAN
              FOR ____________________________________
  99
                                  
                             SCHEDULE 7
                      Confidentiality Agreement
  
  Attached  to  this  Schedule 7 is a copy of  the  Confidentiality
  Agreement, dated February 22, 1995, between CFS and ASDI,  as  is
  described in Section 7 of this Agreement.
  100
  
         MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
  
        THIS  AGREEMENT is made and entered into the  22nd  day  of
  February,  1995,  by and between COMPTEK FEDERAL  SYSTEMS,  INC.,
  with  an  office and principal place of business located at  2732
  Transit  Road, Buffalo, New York 14224 ("COMPTEK"), and  ADVANCED
  SYSTEMS DEVELOPMENT, INC., with an office and principal place  of
  business  located  at 9610 23rd Avenue, East Elmhurst,  New  York
  11369 ("ASDI") (collectively "the Parties"), with respect to  the
  exchange  and disclosure of proprietary, confidential  and  trade
  secret  information relative to our evaluation  of  the  business
  operations of COMPTEK and ASDI.
  
        To  ensure  the  satisfactory performance of  the  business
  dealings between COMPTEK and ASDI as contemplated by the Parties,
  it  is necessary and desirable that such information be disclosed
  to each other by the Parties.  Accordingly, it is mutually agreed
  as follows:
  
  1.  Proprietary  information shall mean any and  all  information
      not  generally  known  or recognized  as  standard  practice,
      relating  to  the business of COMPTEK or ASDI  or  any  third
      parties  with  whom either COMPTEK or ASDI deals,  including,
      but  not  limited to, the fact that discussions have occurred
      and  are  occurring  between the Parties with  respect  to  a
      possible  merger, acquisition, or other business combination,
      and   information  relating  to  technology,  research,  test
      procedures  and results, machinery, equipment,  manufacturing
      processes  and  products, identity  and  description  of  raw
      materials   and   services   used,  purchasing,   accounting,
      engineering,    marketing,   merchandising,    selling    and
      servicing,   and  business  methods  used,  manufactured   or
      developed by or for either of the Parties.
  
      Information  deemed  to  be  proprietary  and  presented   in
      tangible  form shall be clearly and conspicuously  marked  or
      identified by the Disclosing Party with an appropriate
  101
      
      legend,   stamp,  or  other  positive  written  or   tangible
      identification.    Orally  or  other   intangibly   disclosed
      proprietary information shall be considered proprietary  from
      the  date  of  disclosure provided  that  it  is  reduced  to
      written or tangible form and marked as "Proprietary"  by  the
      Disclosing Party within 14 business days after disclosure.
  
  2.  Without  the  prior  written  consent  of  the  other  Party,
      neither  COMPTEK  nor  ASDI shall make  any  disclosure  that
      discussions or negotiations are taking place between  COMPTEK
      and  ASDI  concerning  a  possible  transaction  between  the
      Parties,  including  the status thereof.  Provided,  however,
      notwithstanding  the  previous  sentence,  a  disclosure   of
      negotiations  occurring between the Parties may  be  made  by
      either  COMPTEK or ASDI if, based upon the advice of counsel,
      such   disclosure  is  necessary  in  order  to  comply  with
      applicable laws or stock exchange regulations.
  
  3.  All  proprietary information disclosed to or known by  either
      Party  in  connection with its dealings with the other  shall
      remain  the  property of Disclosing Party and shall  be  used
      solely in connection with discussions or work with the  other
      Party.   Neither  Party shall reproduce, use or  disclose  to
      others  proprietary  information of the other  Party  without
      prior  written  consent from the Disclosing Party  except  as
      necessary  for  the performance of the dealings  between  the
      Parties, or as required by law.
  
  4   Nothing  in this Agreement shall be deemed to grant a license
      or  other  right,  directly  or  by  implication,  under  any
      patent,  patent application, and/or copyright in relation  to
      any   proprietary  information  disclosed  pursuant  to  this
      Agreement.  This Agreement is not intended to be,  nor  shall
      it  be  construed  as creating a joint venture,  association,
      partnership,  teaming  agreement, or  other  formal  business
      organization or agency relationship between the Parties.
  
  5   If  proprietary information is disclosed to a third party  by
      COMPTEK  or  ASDI  in  connection  with  the  performance  of
      business dealings between ASDI and
  102
  
      COMPTEK,  such  third party shall be required  to  hold  such
      proprietary  information in confidence  and  subject  to  the
      restrictions imposed by the Agreement.
  
  6   COMPTEK  and  ASDI  shall use their best efforts  to  prevent
      inadvertent  disclosure  of proprietary  information  to  any
      third   party.   Immediately  upon  learning  of  inadvertent
      disclosure,  both COMPTEK and ASDI shall take all  reasonable
      measures   to  notify  the  inadvertent  recipient   of   the
      Disclosing   Party's   proprietary   interest,   notify   the
      Disclosing  Party  of the inadvertent disclosure,  avoid  any
      further  disclosure,  and immediately recover  the  disclosed
      materials together with any copies, notes, correspondence  or
      other  memorialization concerning the proprietary information
      contained in the disclosed material.
  
  7   COMPTEK   and   ASDI  agree  that  each  other's  proprietary
      information  is  valuable  and the  unauthorized  use  and/or
      disclosure  thereof may result in significant harm.   In  the
      event  COMPTEK  or  ASDI intentionally discloses  proprietary
      information    or    inadvertently   discloses    proprietary
      information and fails to take appropriate remedial  steps  as
      required   herein,   the   Party  making   the   unauthorized
      disclosure  consents to the issuance by a court of  competent
      jurisdiction  of  injunctive relief in  favor  of  the  other
      Party  to  mandate the return and prevent further  disclosure
      and/or  use  of  such proprietary information, together  with
      damages,  cost, attorney' fees, and other reasonable expenses
      associated therewith.
  
  8.  COMPTEK   and  ASDI  shall each take all  proper  precautions
      against   unauthorized  disclosure  of  the   other   Party's
      proprietary  information by any of its  officers,  directors,
      shareholders,   employees,   or  agents   (collectively   its
      "affiliates").  COMPTEK and ASDI shall each only provide  the
      proprietary  information of the other Party to  such  of  its
      affiliates as have a need-to-know such information.   COMPTEK
      and  ASDI each warrant to the other Party that each affiliate
      receiving   such  information  will  be  instructed   as   to
      obligations to hold such information in confidence.
  103
  
  9.  Upon  request or upon the completion of the business dealings
      through   which  any  item  of  proprietary  information   is
      disclosed,  both  COMPTEK and ASDI shall promptly  return  to
      the  other  Party, or destroy at the option of the Disclosing
      Party, all tangible materials that disclose or relate to  any
      proprietary information.
  
  10. The  following  is  not proprietary and neither  COMPTEK  nor
      ASDI shall be liable for disclosure of the same:
  
          (a)is  within  the  public domain  at  the  time  it  was
          disclosed; or
  
          (b)is  disclosed with the prior written  consent  of  the
          other Party; or
  
          (c)is  disclosed after the later of a lapse of  a  period
          of  (i)  five (5) years from the date of this letter,  or
          (ii)   three  (3)  years  following  the  completion   of
          business dealings between COMPTEK and ASDI; or
  
          (d)is   not   properly   designated   or   confirmed   as
          proprietary; or
  
          (e)has  been lawfully received from a third party without
          restrictions or breach of this Agreement; or
  
  11. Neither  COMPTEK  nor  ASDI shall  be  permitted  to  justify
      disregard  of  its  obligations  of  confidence  under   this
      Agreement  by using the disclosed proprietary information  to
      guide   a  search  of  publications  and  publicly  available
      material  and  by  selecting a series of items  of  knowledge
      from  unconnected  sources in the public domain  and  fitting
      them together with the use of the proprietary information.
  104
  
  12. This  Agreement shall be binding upon and for the benefit  of
      ASDI   and  COMPTEK  and  their  respective  successors   and
      assigns.
  
  13. In  the  event  any  provision of this Agreement  is  finally
      determined   to   be   invalid  by  a  court   of   competent
      jurisdiction,  the Parties agree that such  invalidity  shall
      not  affect the validity of the remaining provisions of  this
      Agreement,  and further agree to substitute for  the  invalid
      provision  a  new  provision which most closely  approximates
      the intent and economic effect of the invalid provision.
  
  14. As  evidence  of  mutual  agreement  to  the  terms  of  this
      Agreement, the Parties   have executed this Agreement on  the
      date(s)  shown  herein  below. The  effective  date  of  this
      Agreement shall be the date on which the Agreement is  signed
      by  the  last  executing Party.  This Agreement shall  expire
      five  (5)  years from its effective date or three  (3)  years
      after  completion  of business dealings between  COMPTEK  and
      ASDI, whichever date first occurs.
  
  15. The   failure   by  either  Party  to  insist   upon   strict
      performance of any provision of this Agreement, shall not  be
      deemed  to  be  a  waiver of its rights or  remedies,  nor  a
      waiver  by  it of any subsequent default by the other  Party.
      No  modification of this Agreement, or waiver or renunciation
      of  a claim or right, shall be effective unless it is reduced
      to  writing and signed by authorized representatives of  both
      Parties.
  105
  
       If the foregoing is fully acceptable to you, please sign and
  return  a  copy  of this Agreement, whereupon this document  will
  constitute a binding agreement between us.
  
  COMPTEK FEDERAL SYSTEMS, INC.      ADVANCED SYSTEMS DEVELOPMENT, INC.
  
  By:      \S\John J. Sciuto         By:     \S\Michael J. Gross
  
  Name:    John J. Sciuto            Name:    Michael J. Gross
  
  Title:   President & CEO           Title:   Executive Vice-President
  
  Date:    February 22, 1995         Date:    March 2, 1995
  106
  
                     MEMORANDUM OF UNDERSTANDING
  
               _______________________________________
  
          This  Memorandum of Understanding is made by and  between
  Comptek  Research,  Inc. ("CRI"), Comptek Federal  Systems,  Inc.
  ("CFS"),  Advanced  Systems Development, Inc.  ("ASDI")  and  the
  Shareholders of ASDI (the "Shareholders"), this 1st day of March,
  1996.
  
  The  Shareholders  will use their best efforts to  obtain  formal
  consents  to assignments or novations relative to the  merger  of
  ASDI into CFS, as is more fully set forth in the January 25, 1996
  Merger   Agreement  and  its  related  documents   ("the   Merger
  Agreement"),  from the United States Air Force, Hughes  Aircraft,
  Hughes  Training,  the  Government  of  Turkey,  ERIM,  and   the
  Government  of Israel.  Michael Gross is depositing  into  escrow
  127,824  shares of the CRI stock against which CRI and CFS  shall
  be  permitted  to draw by way of indemnity only if,  and  to  the
  extent, that CRI and or CFS incur loss or damage by reason of the
  failure  to obtain such consents or novations on these  contracts
  on  or before June 30, 1997.  To the extent not drawn against  by
  June  30,  1997,  or  ,  if earlier, when all  such  consents  or
  novations have been obtained, said CRI stock deposited by Michael
  Gross  in  escrow  will be released out of  escrow  by  Oscar  D.
  Folger, as escrow agent, to Michael Gross, upon receipt of  joint
  notice  for Michael Gross, CRI and CFS to release such shares  of
  CRI stock.  These shares of CRI stock held under this escrow will
  not  be subject to recovery or attack per any other claim by  CRI
  or  CFS,  including  any claim for which  CRI  or  CFS  shall  be
  entitled to receive shares under the escrow provided in Article I
  of  the Merger Agreement.  The other terms and conditions of this
  escrow  shall be the same as those provided in Article I  of  the
  Merger Agreement.
  
  Section  1.2 of the Merger Agreement is hereby amended to reflect
  that  at  the Closing, the number of shares of CRI stock required
  to  be transmitted to the Shareholders pursuant to Section 1.1(b)
  of the Merger Agreement shall be based upon a net asset valuation
  of  ASDI of $282, 985.  The third sentence of Section 1.2 of  the
  Merger  Agreement is hereby amended to read as follows:  "To  the
  extent  the Net Asset Value as of March 1, 1996 (as reflected  on
  the Closing Statement as hereinafter defined) is less than . .  .
  ".  The remainder of that sentence shall remain unchanged.
  107
  
  Agreed and Accepted:
  
         COMPTEK RESEARCH, INC.
  
  By:    /S/John R. Cummings
         ___________________________
         John R. Cummings
         Chairman, President and CEO
  
         COMPTEK FEDERAL SYSTEMS, INC.
  
  By:    /S/John J. Sciuto
         ___________________________
         John J. Sciuto
         President and CEO
  
         ADVANCED SYSTEMS DEVELOPMENT, INC.
  
  By:    /S/Michael Gross
         ___________________________
         Michael Gross
         Vice President