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
  
          Date of Report (Date of earliest event reported)
  
                           June 12, 2000
  
  
  
                		      COMPTEK RESEARCH, INC.
  
          (Exact Name of Registrant as Specified in Charter)
  
  
        New York         1-8502              16-0959023
    ---------------      -------------     -------------------
    (State of Other      (Commission         (IRS Employer
    Jurisdiction of      File Number)      Identification No.)
     Incorporation)
  
   2732 Transit Road, Buffalo, New York           14224-2523
  ----------------------------------------      --------------
  (Address of Principal Executive Offices)        (Zip Code)
  
  
  
  Registrant's telephone number, including area code: (716) 677-4070
  
  
                     			   Not Applicable
    -----------------------------------------------------------
    (Former Name or Former Address, if Changed Since Last Year)
  
  Item 5.     OTHER EVENTS
  
       On  June  12,  2000, Comptek Research, Inc. (the  "Company")
       entered  into an Agreement and Plan of Merger, dated  as  of
       June 12, 2000 (the "Merger Agreement") with Northrop Grumman
       Corporation  ("Northrop") and Yavapai Acquisition  Corp.,  a
       wholly  owned  subsidiary of Northrop (the "  Merger  Sub"),
       providing  for the merger of Merger Sub with  and  into  the
       Company  (the "Merger").   Upon consummation of  the  Merger
       (i)  the  Company will become a wholly owned  subsidiary  of
       Northrop and (ii) each outstanding share of common stock  of
       the  Company will be converted into common stock of Northrop
       and  the right to receive cash in lieu of fractional  shares
       of Northrop common stock.
  
       Pursuant to the Rights Agreement dated April 16, 1999
       between the Company and American Stock Transfer & Trust
       Company, as Rights Agent (the "Rights Agreement"), the Board
       of Directors of the Company (the "Board") declared a
       dividend of one right (a "Right") for each outstanding share
       of the Company's common stock, par value $0.02 per share
       (the "Company Common Stock"), to stockholders of record at
       the close of business on April 30, 1999.  Each Right
       entitles the registered holder to purchase from the Company
       a unit consisting of one one-hundredth of a share of Series
       A Junior Participating Preferred Stock, par value $.01 per
       share (the "Preferred Stock"), at a Purchase Price of $45.00
       per unit of one one-hundredth of a share, subject to
       adjustment.  The description and the terms of the Rights are
       set forth in the Rights Agreement.
  
       At a Special Meeting of the Board held on June 12, 2000, the
       Board approved an amendment to the Rights Agreement, dated
       and effective as of June 12, 2000 (the "Amendment").  The
       Amendment was entered into in connection with the Merger
       Agreement.  Pursuant to the Merger Agreement (i) Merger Sub
       shall make an exchange offer (the "Offer") to exchange
       shares of common stock, par value $1.00 per share ("Northrop
       Common Stock"), of Northrop for all of the issued and
       outstanding shares of the Company Common Stock and (ii)
       Merger Sub shall merge with and into the Company (the
       "Merger"), with the Company continuing as the surviving
       corporation.
  
       The Amendment provides that neither Northrop, Merger Sub nor
       any Associate or Affiliate of Northrop or Merger Sub,
       individually or collectively, shall be deemed to be an
       Acquiring Person, nor shall a Distribution Date be deemed to
       have occurred solely as a result of (i) the announcement,
       approval, execution or delivery of the Merger Agreement,
       (ii) the consummation of the Offer and/or the Merger or
       (iii) the consummation of the other transactions
       contemplated by the Merger Agreement.
  
       The Amendment further provides that neither a Section
       11(a)(ii) Event nor an event described in Section 13 of the
       Rights Agreement shall be deemed to have occurred as a
       result of (i) the announcement, approval, execution or
       delivery of the Merger Agreement, (ii) the consummation of
       the Offer and/or the Merger or (iii) the consummation of the
       other transactions contemplated by the Merger Agreement and
       the Rights shall not be adjusted or exercisable in
       accordance with Section 11 or Section 13.
  
       Copies of the Amendment and Merger Agreement are filed
       herewith as Exhibit 99.1 and Exhibit 99.2, respectively.
       Copies of the Rights Agreement and the Amendment are
       available free of charge from the Company.  This summary
       description of the Rights Agreement and the Amendment does
       not purport to be complete and is qualified in its entirety
       by reference to the Rights Agreement and the Amendment,
       which are incorporated herein by reference.
  
  Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
          AND EXHIBITS.
  
  99 .1     Amendment to Rights Agreement between Comptek
            Research, Inc. and American Stock Transfer & Trust
            Company
  
  99.2      Agreement and Plan of Merger among Northrop Grumman
            Corporation, Yavapai Acquisition Corp. and Comptek
            Research, Inc. dated as of June 12, 2000. The Company will
            furnish supplementally a copy of all omitted schedules to
            Exhibit 99.2 upon the request of the Securities and
            Exchange Commission.
  
                             SIGNATURES
  
  Pursuant  to the requirements of the Securities Exchange  Act  of
  1934, the registrant has duly caused this report to be signed  on
  its behalf by the undersigned hereunto duly authorized.
  
  
                         COMPTEK RESEARCH, INC.
  
  Date:   June 22, 2000                  By:/s/John J. Sciuto
                               			          -----------------------
                                            John J. Sciuto
                                            Chairman, President and
                                            CEO
  
  
  
  
                                Exhibit 99.1
  
                        AMENDMENT TO RIGHTS AGREEMENT
                                   BETWEEN
  
                           COMPTEK RESEARCH, INC.
                                     AND
                   AMERICAN STOCK TRANSFER & TRUST COMPANY
  
  
       This Agreement, made as of this 12th day of June, 2000, between
  Comptek Research, Inc., a New York corporation (the "Company"), and
  American Stock Transfer & Trust Company, a New York banking corporation
  (the "Rights Agent"), amends the Rights Agreement dated as of April 16,
  1999 between the Company and the Rights Agent (the "Rights Agreement").
  
       WHEREAS, Northrop Grumman Corporation, a Delaware corporation
  ("Parent"), Yavapai Acquisition Corp., a Delaware corporation ("Merger
  Sub"), and the Company, intend to enter into an Agreement and Plan of
  Merger (the "Merger Agreement;" capitalized terms used herein without
  definition shall have the meanings assigned to them in the Merger
  Agreement) pursuant to which, among other things, (i) Merger Sub shall
  make an exchange offer (the "Offer") to exchange shares of common stock,
  par value $1.00 per share ("Parent Common Stock"), of Parent for all of
  the issued and outstanding shares (the "Shares") of common stock, par
  value $.02 per share (the "Company Common Stock"), of the Company and
  (ii) Merger Sub shall merge with and into the Company (the "Merger"),
  with the Company continuing as the Surviving Corporation.  The Board of
  Directors of the Company has approved the Offer, the Merger and the
  Merger Agreement.
  
       WHEREAS, pursuant to Section 27 of the Rights Agreement, the Board
  of Directors of the Company has determined that an amendment to the
  Rights Agreement as set forth herein is necessary and/or desirable in
  order to reflect the foregoing, and the Company and the Rights Agent
  desire to evidence such amendment in writing;
  
       NOW, THEREFORE, intending to be legally bound, the Company and the
  Rights Agent hereby agree that the Rights Agreement is hereby amended as
  set forth below:
  
       1.   Section 1(a) of the Rights Agreement is amended to add the
  following sentence at the end thereof:
  
       Notwithstanding anything in this Rights Agreement to the contrary,
       neither Merger Sub, nor any Affiliates or Associates of Merger Sub,
       individually or collectively, shall be deemed to be an Acquiring
       Person solely as a result of (i) the announcement, approval,
       execution or delivery of the Merger Agreement, (ii) the
       consummation of the Offer and/or the Merger or (iii) the
       consummation of the other transactions contemplated by the Merger
       Agreement.
  
       2.   The following Sections 1(t) and 1(u) are inserted into the
  Rights Agreement, and all subsequent subsections of Section 1 are
  renumbered accordingly, and all cross-references to such renumbered
  subsections are changed to refer to such subsections as if renumbered:
  
            1(t) "Merger" shall mean the merger of Merger Sub with and
       into the Company pursuant to the terms and conditions of the Merger
       Agreement.
  
            1(u) "Merger Agreement" shall mean the Agreement and Plan of
       Merger dated June 12, 2000 by and among Parent, Merger Sub and the
       Company.
  
       3.   Section 1(ae) of the Rights Agreement is hereby renumbered as
  Section 1(ag) and is amended to add the following sentence at the end
  thereof:
  
       Notwithstanding anything in this Rights Agreement to the contrary,
       neither (i) the announcement, approval, execution or delivery of
       the Merger Agreement, (ii) the consummation of the Offer and/or the
       Merger or (iii) the consummation of the other transactions
       contemplated in the Merger Agreement shall be deemed to be a
       Section 11(a)(ii) Event.
  
       4.   Section 1(ai) of the Rights Agreement is hereby renumbered as
  Section 1(ak) and is amended to add the following sentence at the end
  thereof:
  
       Notwithstanding anything in this Rights Agreement to the contrary,
       a Stock Acquisition Date shall not be deemed to have occurred as a
       result of (i) the announcement, approval, execution or delivery of
       the Merger Agreement, (ii) the consummation of the Offer and/or the
       Merger or (iii) the consummation of any of the other transactions
       contemplated by the Merger Agreement.
  
       5.   Section 3(a) of the Rights Agreement is amended to add the
  following sentence at the end thereof:
  
       Notwithstanding anything in this Rights Agreement to the contrary,
       a Distribution Date shall not be deemed to have occurred solely as
       a result of (i) the announcement, approval, execution or delivery
       of the Merger Agreement, (ii) the consummation of the Offer and/or
       the Merger or (iii) the consummation of any of the other
       transactions contemplated by the Merger Agreement.
  
       6.   Section 11(a)(ii) of the Rights Agreement is amended to add
  the following sentence at the end thereof:
  
       Notwithstanding anything in this Rights Agreement to the contrary,
       neither (i) the announcement, approval, execution or delivery of
       the Merger Agreement, (ii) the consummation of the Offer and/or the
       Merger or (iii) the consummation of the other transactions
       contemplated in the Merger Agreement shall be deemed to be an event
       described in this Section 11(a)(ii) and shall not cause the Rights
       to be adjusted or exercisable in accordance with this Section 11.
  
       7.   Section 13(d) of the Rights Agreement is amended to add the
  following sentence after the first sentence thereof:
  
       Notwithstanding anything in this Rights Agreement to the contrary,
       neither (i) the announcement, approval, execution or delivery of
       the Merger Agreement, (ii) the consummation of the Offer and/or the
       Merger or (iii) the consummation of the other transactions
       contemplated in the Merger Agreement shall be deemed to be an event
       described in this Section 13 and shall not cause the Rights to be
       adjusted or exercisable in accordance with this Section 13.
  
       8.   Definition of "Merger".  The term "Merger" as defined herein
  shall include the merger contemplated by the Merger Agreement as of the
  date hereof, and shall also include, in the event the parties to the
  Merger Agreement duly amend the Merger Agreement to so reflect, a merger
  with respect to which the Company is a constituent corporation, but is
  not the surviving corporation.
  
       9.   Effectiveness.  This Amendment shall be deemed effective as of
  June 12, 2000.  Except as amended hereby, the Rights Agreement shall
  remain in full force and effect and shall be otherwise unaffected
  hereby.
  
       10.  Miscellaneous.  This Amendment shall be deemed to be a
  contract made under the laws of the State of New York and for all
  purposes shall be governed by and construed in accordance with the laws
  of such state applicable to contracts made and performed entirely within
  such state.  This Amendment may be executed in any number of
  counterparts, each of such counterparts shall for all purposes be deemed
  to be an original, and all such counterparts shall together constitute
  one and the same instrument.  If any provision, covenant or restriction
  of this Amendment is held by a court of competent jurisdiction or other
  authority to be invalid, illegal or unenforceable, the remainder of the
  terms, provisions, covenants and restrictions of this Amendment shall
  remain in full force and effect and shall in no way be effected,
  impaired or invalidated.
  
       IN WITNESS WHEREOF, the parties hereto have caused this Agreement
  to be
  duly executed and their respective corporate seals to be hereunto
  affixed and
  attested, all as of the day and year first above written.
  
  Attest:                          COMPTEK RESEARCH, INC.
  
  By: /s/Christopher A. Head       By:       /s/John J. Sciuto
  Name:  Christopher A. Head       Name:  John J. Sciuto
  Title: Executive Vice            Title:    President and Chief
  President, General Counsel       Executive Officer
  and Secretary
  
  Attest:                          AMERICAN STOCK TRANSFER &
                                   TRUST COMPANY
  
  By:                              By:
  /s/Susan Silber                  /s/Herbert J. Lemmer
  Name:  Susan Silber              Name:  Herbert J. Lemmer
  Title: Assistant                 Title:    Vice President
  Secretary
  
                                Exhibit 99.2
  
  
                       AGREEMENT AND PLAN OF MERGER
  
                                    among
  
                        NORTHROP GRUMMAN CORPORATION
  
                          YAVAPAI ACQUISITION CORP.
  
                                     and
  
                           COMPTEK RESEARCH, INC.
  
  
                          Dated as of June 12, 2000
  
  
                          TABLE OF CONTENTS
  
                                                                PAGE
  
  
  ARTICLE I                                                      1
   SECTION 1.01  CERTAIN DEFINED TERMS.                          1
  
  ARTICLE II                                                     7
   SECTION 2.01  THE OFFER.                                      7
   SECTION 2.02  COMPANY ACTION.                                 9
   SECTION 2.03  DIRECTORS.                                      9
  
  ARTICLE III                                                   10
   SECTION 3.01  THE MERGER.                                    10
   SECTION 3.02  CLOSING.                                       11
   SECTION 3.03  EFFECTIVE TIME.                                11
   SECTION 3.04  EFFECT OF THE MERGER.                          11
   SECTION 3.05  CERTIFICATE OF INCORPORATION; BYLAWS; DIRECTORS
               AND OFFICERS OF SURVIVING CORPORATION.           11
  
  ARTICLE IV                                                    12
   SECTION 4.01  CONVERSION OF SHARES                           12
   SECTION 4.02  EXCHANGE OF SHARES OTHER THAN TREASURY SHARES. 13
   SECTION 4.03  STOCK TRANSFER BOOKS.                          15
   SECTION 4.04  NO FRACTIONAL SHARE CERTIFICATES.              15
   SECTION 4.05  OPTIONS TO PURCHASE COMPANY COMMON STOCK.      16
   SECTION 4.06 CERTAIN ADJUSTMENTS.                            16
   SECTION 4.07  LOST, STOLEN OR DESTROYED CERTIFICATES.        17
   SECTION 4.08  TAKING OF NECESSARY ACTION; FURTHER ACTION.    17
  
  ARTICLE V                                                     17
   SECTION 5.01  ORGANIZATION AND QUALIFICATION; SUBSIDIARIES.  18
   SECTION 5.02  CERTIFICATE OF INCORPORATION AND BYLAWS.       18
   SECTION 5.03  CAPITALIZATION.                                18
   SECTION 5.04  AUTHORITY RELATIVE TO THIS AGREEMENT.          19
   SECTION 5.05  NO CONFLICT; REQUIRED FILINGS AND CONSENTS.    20
   SECTION 5.06  PERMITS; COMPLIANCE WITH LAWS.                 21
   SECTION 5.07  SEC FILINGS; FINANCIAL STATEMENTS.             22
   SECTION 5.08  ABSENCE OF CERTAIN CHANGES OR EVENTS.          22
   SECTION 5.09  EMPLOYEE BENEFIT PLANS; LABOR MATTERS.         23
   SECTION 5.10  CONTRACTS.                                     26
   SECTION 5.11  LITIGATION.                                    26
   SECTION 5.12  ENVIRONMENTAL MATTERS.                         27
   SECTION 5.13  INTELLECTUAL PROPERTY.                         27
   SECTION 5.14  TAXES.                                         29
   SECTION 5.15  INSURANCE.                                     30
   SECTION 5.16  PROPERTIES.                                    30
   SECTION 5.17  AFFILIATES.                                    31
   SECTION 5.18  OPINION OF FINANCIAL ADVISOR.                  31
   SECTION 5.19  BROKERS.                                       32
   SECTION 5.20  CERTAIN BUSINESS PRACTICES.                    32
   SECTION 5.21  BUSINESS ACTIVITY RESTRICTION.                 32
   SECTION 5.22 STATE TAKEOVER STATUTES; DISSENTERS' RIGHTS;
              RIGHTS AGREEMENT.                                 32
   SECTION 5.23  TAX FREE REORGANIZATION.                       33
   SECTION 5.24 VOTING REQUIREMENTS.                            33
  
  ARTICLE VI                                                    33
   SECTION 6.01  ORGANIZATION AND QUALIFICATION; SUBSIDIARIES.  33
   SECTION 6.02  CERTIFICATE OF INCORPORATION AND BYLAWS.       33
   SECTION 6.03  CAPITALIZATION.                                34
   SECTION 6.04  AUTHORITY RELATIVE TO THIS AGREEMENT.          34
   SECTION 6.05  NO CONFLICT; REQUIRED FILINGS AND CONSENTS.    34
   SECTION 6.06  TAX FREE REORGANIZATION.                       35
   SECTION 6.07  PERMITS; COMPLIANCE WITH LAWS.                 35
   SECTION 6.08  ABSENCE OF CERTAIN CHANGES OR EVENTS.          35
   SECTION 6.09  SEC FILINGS; FINANCIAL STATEMENTS.             35
   SECTION 6.10  BROKERS.                                       36
   SECTION 6.11  ISSUANCE OF PARENT COMMON STOCK.               36
   SECTION 6.12  COMPANY STOCK.                                 37
   SECTION 6.13  TAXES.                                         37
   SECTION 6.14. INFORMATION SUPPLIED.                          37
  
  ARTICLE VII                                                   38
   SECTION 7.01  CONDUCT OF BUSINESS BY COMPANY PENDING THE
   CLOSING.                                                     38
   SECTION 7.02  NOTICES OF CERTAIN EVENTS.                     41
   SECTION 7.03  ACCESS TO INFORMATION; CONFIDENTIALITY.        41
   SECTION 7.04  NO SOLICITATION OF TRANSACTIONS.               41
   SECTION 7.05  CONTROL OF OPERATIONS.                         42
   SECTION 7.06  FURTHER ACTION; CONSENTS; FILINGS.             42
   SECTION 7.07  ADDITIONAL REPORTS.                            43
   SECTION 7.08  EMPLOYEE RETENTION.                            44
   SECTION 7.09  THIRD PARTY CONSENTS.                          44
   SECTION 7.10  TAX-FREE TREATMENT.                            44
  
  ARTICLE VIII                                                  45
   SECTION 8.01  REGISTRATION STATEMENT; PROXY STATEMENT..      45
   SECTION 8.02  DIRECTORS' AND OFFICERS' INDEMNIFICATION AND
   INSURANCE.                                                   47
   SECTION 8.0  PUBLIC ANNOUNCEMENTS.                           48
   SECTION 8.04  EMPLOYEE BENEFIT MATTERS.                      49
   SECTION 8.05  NYSE LISTING.                                  49
   SECTION 8.06  BLUE SKY.                                      50
   SECTION 8.07  REASONABLE EFFORTS.                            50
  
  ARTICLE IX                                                    50
   SECTION 9.01  CONDITIONS TO THE OBLIGATIONS OF EACH PARTY
                 TO CONSUMMATE THE MERGER.                      50
  
  ARTICLE X                                                     51
   SECTION 10.01  TERMINATION.                                  51
   SECTION 10.02  EFFECT OF TERMINATION.                        52
   SECTION 10.03  AMENDMENT.                                    52
   SECTION 10.04  WAIVER.                                       52
   SECTION 10.05  ASSUMPTION OF CERTAIN OBLIGATIONS.            52
   SECTION 10.06  FEES, EXPENSES AND OTHER PAYMENTS.            52
  
  ARTICLE XI                                                    54
   SECTION 11.01  NON-SURVIVAL OF REPRESENTATIONS AND
                  WARRANTIES.                                   54
   SECTION 11.02  NOTICES.                                      55
   SECTION 11.03  SEVERABILITY.                                 56
   SECTION 11.04  ASSIGNMENT; BINDING EFFECT; BENEFIT.          56
   SECTION 11.05  INCORPORATION OF EXHIBITS.                    56
   SECTION 11.06  GOVERNING LAW.                                57
   SECTION 11.07  WAIVER OF JURY TRIAL.                         57
   SECTION 11.08  HEADINGS; INTERPRETATION.                     57
   SECTION 11.09  COUNTERPARTS.                                 57
   SECTION 11.10  ENTIRE AGREEMENT.                             57
   SECTION 11.11.  NO THIRD PARTY BENEFICIARIES.                57
   SECTION 11.12.  DISCLOSURE SCHEDULES.                        58
  
   ANNEX I
   COMPANY DISCLOSURE SCHEDULE
  
                    AGREEMENT AND PLAN OF MERGER
  
       AGREEMENT AND PLAN OF MERGER, dated as of June 12, 2000 (as
  amended, supplemented or otherwise modified from time to time,
  this "AGREEMENT"), among NORTHROP GRUMMAN CORPORATION, a Delaware
  corporation ("PARENT"), COMPTEK RESEARCH, INC., a New York
  corporation ("COMPANY"), and YAVAPAI ACQUISITION CORP., a
  Delaware corporation and a direct wholly owned subsidiary of
  Parent ("MERGER SUB").
  
                        W I T N E S S E T H:
  
       WHEREAS, it is proposed that Merger Sub shall make an
  exchange offer (the "OFFER") to exchange shares of common stock,
  par value $1.00 per share ("PARENT COMMON STOCK"), of Parent for
  all of the issued and outstanding shares (the "SHARES") of common
  stock, par value $.02 per share (the "COMPANY COMMON STOCK"), of
  the Company, including the associated Rights, in accordance with
  the terms provided in this Agreement;
  
       WHEREAS, for United States Federal income tax purposes, it
  is intended that the Offer and the Merger shall qualify as a tax-
  free reorganization under Section 368(a) of the Internal Revenue
  Code of 1986, as amended (together with the rules and regulations
  promulgated thereunder, the "CODE"), and that this Agreement
  shall be, and hereby is, adopted as a plan of reorganization for
  purposes of Section 368 of the Code; and
  
       WHEREAS, promptly after the execution and delivery of this
  Agreement and as a condition and inducement to the willingness of
  Parent and Merger Sub to proceed with this Agreement, Parent and
  certain stockholders of the Company (collectively, the
  "STOCKHOLDERS") are entering into an agreement (the "TENDER
  AGREEMENT") pursuant to which the Stockholders will agree to
  tender for exchange all of their Shares in the Offer, to vote to
  adopt and approve this Agreement and to take certain other
  actions in furtherance of the transactions contemplated by this
  Agreement upon the terms and subject to the conditions set forth
  in the Tender Agreement.
  
       NOW, THEREFORE, in consideration of the foregoing and the
  representations, warranties, covenants and agreements set forth
  herein, and other good and valuable consideration, the receipt
  and adequacy of which are hereby acknowledged, and intending to
  be legally bound hereby, the parties hereto hereby agree as
  follows:
  
  
                              ARTICLE I
  
                             DEFINITIONS
  
       SECTION 1.01  CERTAIN DEFINED TERMS.
  
       Unless the context otherwise requires, the following terms,
  when used in this Agreement, shall have the respective meanings
  specified below (such meanings to be equally applicable to the
  singular and plural forms of the terms defined):
  
       "AFFILIATE" shall mean, with respect to any Person, any
  other Person that controls, is controlled by or is under common
  control with the first Person.
  
       "BLUE SKY LAWS" shall mean state securities or "blue sky"
  laws.
  
       "ASE" shall mean the American Stock Exchange.
  
       "BCL" shall mean the Business Corporation Law of the State
  of New York.
  
       "BUSINESS DAY" shall mean any day on which the principal
  offices of the SEC in Washington, D.C. are open to accept
  filings, or, in the case of determining a date when any payment
  is due, any day on which banks are not required or authorized by
  Law or executive order to close in the City of New York.
  
       "COMPANY COMPETING TRANSACTION" shall mean any of the
  following involving the Company (other than the Offer and the
  Merger):
  
            (i)  any merger, consolidation, share exchange,
       business combination or other similar transaction;
  
            (ii) any sale, lease, exchange, transfer or other
       disposition of 20% or more of the assets of the Company and
       the Company Subsidiaries, taken as a whole, in a single
       transaction or series of transactions;
  
            (iii)     any tender offer or exchange offer for 20% or
       more of the outstanding voting securities of the Company or
       the filing of a registration statement under the Securities
       Act in connection therewith;
  
            (iv) any Person having acquired "beneficial ownership"
       (as such term is defined under Section 13(d) of the Exchange
       Act) or the right to acquire beneficial ownership of, or any
       "group" (as such term is defined under Section 13(d) of the
       Exchange Act) having been formed which beneficially owns or
       has the right to acquire beneficial ownership of, 33% or
       more of the outstanding voting securities of the Company;
  
            (v)  any solicitation by the Company in opposition to
       the Offer; or
  
            (vi) any public announcement of a proposal, plan or
       intention to do any of the foregoing or any agreement to
       engage in any of the foregoing.
  
       "COMPANY DISCLOSURE SCHEDULE" shall mean the disclosure
  schedule delivered by the Company to Parent simultaneously with
  the execution of this Agreement and forming a part hereof.
  
       "COMPANY ESPP" shall mean the Company's 1999 Employee Stock
  Purchase Plan.
  
       "COMPANY MATERIAL ADVERSE EFFECT" shall mean any change in
  or effect on the business of the Company or the Company
  Subsidiaries that, individually or in the aggregate (taking into
  account all other such changes or effects), is, or is reasonably
  likely to be, materially adverse to the business, assets,
  liabilities, financial condition or results of operations of the
  Company and the Company Subsidiaries, taken as a whole; provided,
  however, that "Company Material Adverse Effect" shall not be
  deemed to include the impact of (a) changes in generally accepted
  accounting principles, (b) acts or omissions of the Company taken
  with the prior written consent of Parent, (c) changes in general
  economic or industry conditions, (d) the compliance by the
  Company with the provisions of this Agreement and the effects of
  the Offer and the Merger on the business, assets, liabilities,
  financial condition or results of operations of the Company and
  the Company Subsidiaries, (e) any change in the market price or
  trading volume of the Company Common Stock, and (f) any changes
  or effects as a result of the announcement of the Offer and the
  Merger.
  
       "COMPANY MATERIAL CONTRACT" shall mean any contract or
  agreement of the Company or any Company Subsidiary:  (a) for
  indebtedness in excess of $1,000,000, (b) that is a "Material
  Contract" as such term is defined in Item 601(b)(10) of
  Regulation S-K promulgated by the SEC under the Exchange Act, (c)
  which limits the liability of the Company or any Company
  Subsidiary to compete (other than limitations undertaken in the
  ordinary course of business), (d) that imposes any indemnity
  obligation on the Company or any Company Subsidiary other than
  indemnity obligations incurred in the ordinary course of
  business, (e) that requires a capital expenditure in excess of
  $500,000, (f) that is a real property lease or government prime
  contract and the Company or any Company Subsidiary is lessee or
  prime contractor and which has a term in excess of one (1) year
  and requires aggregate payments or has a value in excess of
  $500,000, or (g) that has a term in excess of one (1) year and
  requires aggregate payments or has a value in excess of
  $1,000,000.
  
       "COMPANY'S KNOWLEDGE" shall mean the actual knowledge of the
  Company's Chief Executive Officer, Chief Operating Officer,
  Executive Vice President and General Counsel or Chief Financial
  Officer, or any President of Comptek Federal Systems, Inc.,
  Comptek PRB Associates, Inc. or Comptek Amherst Systems, Inc.
  
       "COMPANY STOCK PLANS" shall mean the Company 1992 Equity
  Incentive Plan, the Company 1998 Equity Incentive Stock Plan, the
  Company 1994 Stock Option Plan for Non-Employee Directors and the
  Company ESPP.
  
       "CONFIDENTIALITY AGREEMENT" shall mean the confidentiality
  agreement, dated as of February 4, 2000, between Parent and the
  Company.
  
       "DCAA" shall mean the Defense Contract Audit Agency.
  
       "DGCL" shall mean the General Corporation Law of the State
  of Delaware.
  
       "$" shall mean United States Dollars.
  
       "ENCUMBRANCES" shall mean all claims, security interests,
  liens, pledges, charges, escrows, options, proxies, rights of
  first refusal, preemptive rights, mortgages, hypothecations,
  prior assignments, title retention agreements, indentures,
  security agreements or any other encumbrance of any kind.
  
       "ENVIRONMENTAL LAW" shall mean any Law and any enforceable
  judicial or administrative interpretation thereof, including any
  judicial or administrative order, consent decree or judgment,
  relating to pollution or protection of the environment, health
  and safety, or natural resources, including, without limitation,
  those relating to the use, handling, transportation, treatment,
  storage, disposal, release or discharge of Hazardous Material.
  
       "ENVIRONMENTAL PERMIT" shall mean any permit, approval,
  identification number, license or other authorization required
  under or issued pursuant to any applicable Environmental Law.
  
       "ERISA" shall mean the Employee Retirement Income Security
  Act of 1974, as amended, together with the rules and regulations
  promulgated thereunder.
  
       "EXCHANGE ACT" shall mean the Securities Exchange Act of
  1934, as amended, together with the rules and regulations
  promulgated thereunder.
  
       "EXCHANGE RATIO" shall mean the quotient obtained by
  dividing $20.75 by the Final Average Closing Price; provided,
  however, that if the Final Average Closing Price is (i) equal to
  or less than $74.00, then the Exchange Ratio shall be 0.2804 or
  (ii) equal to or greater than $84.00, the Exchange Ratio shall be
  0.2470; provided, further, however, the Exchange Ratio may be
  adjusted as provided in Section 2.01.
  
       "EXPENSES" shall mean, with respect to any party hereto, all
  reasonable out-of-pocket expenses (including, without limitation,
  all fees and expenses of counsel, accountants, investment
  bankers, experts and consultants to a party hereto and its
  affiliates) incurred by such party or on its behalf in connection
  with or related to the authorization, preparation, negotiation,
  execution and performance of its obligations pursuant to this
  Agreement and the consummation of the Offer and the Merger, the
  preparation, printing, filing and mailing of the Registration
  Statement, the Company Proxy Statement, the publication of the
  Offer, the solicitation of stockholder approvals, the filing of
  HSR Act notices, if any, and all other matters related to the
  transactions contemplated hereby and the closing of the Merger.
  
       "FAR" shall mean the Federal Acquisition Regulation.
  
       "FINAL AVERAGE CLOSING PRICE" shall mean the average of the
  per share closing sales prices of Parent Common Stock, rounded to
  four decimal places, as reported under "NYSE Composite Reports"
  in The Wall Street Journal for each of the twenty (20) NYSE
  trading days in the period ending two Business Days prior to the
  effective date of the Registration Statement.
  
       "GOVERNMENTAL ENTITY" shall mean any United States Federal,
  state, local or foreign governmental, regulatory or
  administrative authority, agency or commission or any court,
  tribunal or arbitral body.
  
       "GOVERNMENTAL ORDER" shall mean any order, writ, judgment,
  injunction, decree, stipulation, determination or award entered
  by or with any Governmental Entity.
  
       "HAZARDOUS MATERIAL" shall mean (i) any petroleum, petroleum
  products, by-products or breakdown products, radioactive
  materials, friable asbestos-containing materials or
  polychlorinated biphenyls or (ii) any chemical, material or
  substance defined or regulated as toxic or hazardous or as a
  pollutant or contaminant or waste under any applicable
  Environmental Law.
  
       "HSR ACT" shall mean Hart-Scott-Rodino Antitrust
  Improvements Act of 1976, as amended, together with the rules and
  regulations promulgated thereunder.
  
       "IRS" shall mean the United States Internal Revenue Service.
  
       "LAW" shall mean any Federal, state, foreign or local
  statute, law, ordinance, regulation, rule, code, order, judgment,
  decree, other requirement or rule of law of the United States or
  any other jurisdiction.
  
       "NYSE" shall mean the New York Stock Exchange.
  
       "PARENT MATERIAL ADVERSE EFFECT" shall mean any change in or
  effect on the business of Parent and the Subsidiaries of the
  Parent that, individually or in the aggregate (taking into
  account all other such changes or effects), is, or is reasonably
  likely to be, materially adverse to the business, assets,
  liabilities, financial condition or results of operations of
  Parent and Subsidiaries, taken as a whole, provided, however,
  that "Parent Material Adverse Effect" shall not be deemed to
  include the impact of (a) changes in generally accepted
  accounting principles, (b) acts or omissions of Parent taken with
  the prior written consent of the Company, (c) changes in general
  economic or industry conditions, (d) the compliance by Parent or
  Merger Sub with the provisions of this Agreement and the effects
  of the Offer and the Merger on the business, assets, liabilities,
  financial condition or results of operations of Parent and its
  Subsidiaries, taken as a whole, (e) any change in the market
  price or trading volume of Parent Common Stock, and (f) any
  changes or effects as a result of the announcement of the Offer
  and the Merger.
  
       "PARENT'S KNOWLEDGE" shall mean the actual knowledge of the
  Parent's Chief Executive Officer, Chief Financial Officer,
  General Counsel, or Corporate Vice President and Treasurer.
  
       "PERMITTED ENCUMBRANCES" shall mean (i) liens for Taxes,
  assessments and other governmental charges not yet due and
  payable, (ii) immaterial unfiled mechanics', workmen's,
  repairmen's, warehousemen's, carriers' or other like liens
  arising or incurred in the ordinary course of business which are
  not yet due and payable and (iii) equipment leases with third
  parties entered into in the ordinary course of business which are
  not material or which are disclosed on Schedule 5.10 of the
  Company Disclosure Schedule.
  
       "PERSON" shall mean an individual, corporation, partnership,
  limited partnership, limited liability company, syndicate, person
  (including, without limitation, a "person" as defined in
  Section 13(d)(3) of the Exchange Act), trust, association, entity
  or government or political subdivision, agency or instrumentality
  of a government.
  
       "REPRESENTATIVES" of any specified Person shall mean the
  officers, directors, employees, accountants, consultants, legal
  counsel, agents and other representatives of such Person.
  
       "RIGHTS" shall mean the preferred stock purchase rights
  associated with the Company Common Stock pursuant to the Rights
  Agreement.
  
       "SEC" shall mean the United States Securities and Exchange
  Commission.
  
       "SECURITIES ACT" shall mean the Securities Act of 1933, as
  amended, together with the rules and regulations promulgated
  thereunder.
  
       "SUBSIDIARY" shall mean, with respect to any Person, any
  corporation, limited liability company, partnership, joint
  venture, trust or other legal entity of which such Person (either
  alone or through or together with any other subsidiary of such
  Person) owns, directly or indirectly, a majority of the stock or
  other equity interests, the holders of which are generally
  entitled to select by vote or other means the board of directors
  or other governing body of such corporation, limited liability
  company, partnership, joint venture, trust or other legal entity.
  
       "TAX" shall mean (i) any and all taxes, fees, levies,
  duties, tariffs, imposts and other charges of any kind (together
  with any and all interest, penalties, additions to tax and
  additional amounts imposed with respect thereto) imposed by any
  Governmental Entity or taxing authority ("TAXING AUTHORITY"),
  including, without limitation, taxes or other charges on or with
  respect to income, franchises, windfall or other profits, gross
  receipts, property, sales, use, capital stock, payroll,
  employment, social security, workers' compensation, unemployment
  compensation or net worth; taxes or other charges in the nature
  of excise, withholding, ad valorem, stamp, transfer, value-added
  or gains taxes; license, registration and documentation fees; and
  customers' duties, tariffs and similar charges; (ii) any
  liability for the payment of any amounts of the type described in
  (i) as a result of being a member of an affiliated, combined,
  consolidated or unitary group for any taxable period; and (iii)
  any liability for the payment of amounts of the type described in
  (i) or (ii) as a result of being a transferee of, or a successor
  in interest to, any Person or as a result of an express or
  implied obligation to indemnify any Person.
  
       "TAX RETURN" shall mean any return, statement or form
  (including, without limitation, any estimated tax reports or
  return, withholding tax reports or return and information report
  or return) required to be filed with respect to any Taxes.
  
       "U.S. GAAP" shall mean United States generally accepted
  accounting principles.
  
                             ARTICLE II
  
                              THE OFFER
  
       SECTION 2.01  THE OFFER.  (a) Provided that (i) this
  Agreement shall not have been terminated in accordance with
  Section 10.01 and (ii) none of the events set forth in Annex I
  hereto shall have occurred or be existing, Merger Sub shall, as
  promptly as practicable after the date hereof, commence the
  Offer.  Each Share (including the associated Right) accepted by
  Merger Sub in accordance with the Offer shall be exchanged for
  the right to receive from Merger Sub that number of fully paid
  and nonassessable shares of Parent Common Stock equal to the
  Exchange Ratio; provided, however, if the Final Average Closing
  Price is less than $74.00 on the day Parent makes a request to
  the SEC that the Registration Statement be declared effective,
  the Company shall have the right to terminate this Agreement (and
  such termination will have the effect set forth in Section 10.02
  but shall not trigger any provision of Sections 10.06(b), (c),
  (d) or (e)) if the Company gives written notice to Parent and
  Merger Sub within one Business Day of such day prior to the
  Registration Statement being declared effective (time being of
  the essence); provided, further, however, that such termination
  shall not be effective if Parent in the exercise of its sole
  discretion elects, by written notice to the Company within one
  Business Day to issue additional shares of Parent Common Stock
  sufficient to equal the value to be received if the Final Average
  Closing Price had been $74.00 (the "MAKE WHOLE RIGHT").  The
  initial expiration date of the Offer shall be the twentieth
  Business Day following commencement of the Offer.  The Offer
  shall be subject to the condition (the "MINIMUM CONDITION") that
  there shall be validly tendered in accordance with the terms of
  the Offer prior to the expiration date of the Offer and not
  withdrawn a number of Shares which, together with the Shares then
  owned by Parent and Merger Sub, represents at least 66.67% of the
  total number of outstanding Shares, assuming the exercise of all
  outstanding options, rights and convertible securities (if any)
  and the issuance of all Shares that the Company is obligated to
  issue (such total number of outstanding Shares being hereinafter
  referred to as the "FULLY DILUTED SHARES") and to the other
  conditions set forth in Annex I hereto.  Parent and Merger Sub
  expressly reserve the right to waive any conditions to the Offer
  and to make any change in the terms or conditions of the Offer;
  provided, however, that, without the written consent of the
  Company, no change may be made which changes the form or amount
  of consideration to be paid, imposes conditions to the Offer in
  addition to those set forth in Annex I, changes or waives the
  Minimum Condition, extends the Offer (except as set forth in the
  following two sentences), or makes any other change to any
  condition to the Offer set forth in Annex I which is adverse to
  the holders of Shares.  Subject to the terms of the Offer and
  this Agreement and the satisfaction (or waiver to the extent
  permitted by this Agreement) of the conditions to the Offer,
  Merger Sub shall accept for payment all Shares validly tendered
  and not withdrawn pursuant to the Offer as soon as practicable
  after the applicable expiration date of the Offer and shall pay
  for all such Shares promptly after acceptance; provided, that (x)
  Merger Sub may (or, if the conditions set forth in clause (1),
  (2), (3) or (4), or subclause (a), (b) or (c) of clause (5), of
  Annex I have not been satisfied, shall) extend the Offer for
  extension periods not in excess of 15 Business Days if, at the
  scheduled expiration date of the Offer or any extension thereof,
  any of the conditions to the Offer shall not have been satisfied,
  until such time as such conditions are satisfied or waived
  (provided, that if at any scheduled expiration date, all of the
  conditions to the Offer have been satisfied or waived other than
  the Minimum Condition, Merger Sub shall only be required to
  extend the Offer for an additional 20 Business Days following
  such scheduled expiration date; provided further, that Merger Sub
  shall not be required to extend the Offer if there is no
  reasonable possibility of all of the conditions to the Offer
  being satisfied on or before October 31, 2000), and (y) Merger
  Sub may extend the Offer if and to the extent required by the
  applicable rules and regulations of the SEC.  In addition, Merger
  Sub may extend the Offer after the acceptance of Shares
  thereunder for a further period of time by means of a subsequent
  offering period under Rule 14d-11 promulgated under the Exchange
  Act of not more than 20 Business Days to meet the objective
  (which is not a condition to the Offer) that there be validly
  tendered, in accordance with the terms of the Offer, prior to the
  expiration date of the Offer (as so extended) and not withdrawn a
  number of Shares, which together with Shares then owned by Parent
  and Merger Sub, represents at least 90% of the Fully Diluted
  Shares.  The Offer shall terminate upon any termination of this
  Agreement. Notwithstanding anything to the contrary set forth
  herein, no certificates or scrip representing fractional shares
  of Parent Common Stock shall be issued in connection with the
  exchange of Parent Common Stock for Shares upon consummation of
  the Offer, and in lieu thereof each tendering stockholder who
  would otherwise be entitled to a fractional share of Parent
  Common Stock in the Offer will be paid an amount in cash equal to
  the product obtained by multiplying (A) the fractional share
  interest such holder (after taking into account all shares of
  Company Common Stock held at the Effective Time by such holder)
  would otherwise be entitled by (B) the Final Average Closing
  Price.
  
            (b)  As soon as practicable after the date of this
  Agreement, but subject to receipt by Parent of the executed
  Tender Agreement, Parent shall prepare and file with the SEC a
  registration statement on Form S-4 to register the offer and sale
  of Parent Common Stock pursuant to the Offer (the "REGISTRATION
  STATEMENT").  The Registration Statement will include a
  preliminary prospectus containing the information required under
  Rule 14d-4(b) promulgated under the Exchange Act (the
  "PRELIMINARY PROSPECTUS").  As soon as practicable on the date of
  commencement of the Offer, Parent and Merger Sub shall (i) file
  with the SEC a Tender Offer Statement on Schedule TO with respect
  to the Offer (the "SCHEDULE TO") which will contain or
  incorporate by reference all or part of the Preliminary
  Prospectus and form of the related letter of transmittal
  (together with the Schedule TO and with any supplements or
  amendments to either hereof, collectively the "OFFER DOCUMENTS"),
  and (ii) cause the Offer Documents to be disseminated to holders
  of Shares.  Parent, Merger Sub and the Company each agree
  promptly to correct any information provided by it for use in the
  Registration Statement or the Offer Documents if and to the
  extent that it shall have become false or misleading in any
  material respect.  Parent and Merger Sub agree to take all steps
  necessary to cause the Offer Documents as so corrected to be
  filed with the SEC and to be disseminated to holders of Shares,
  in each case as and to the extent required by applicable federal
  securities laws and Blue Sky Laws.  The Company and its counsel
  shall be given a reasonable opportunity to review and comment on
  each of the Schedule TO, the Registration Statement and the Offer
  Documents prior to its being filed with the SEC.
  
       SECTION 2.02  COMPANY ACTION.  (a)  The Company hereby
  consents to the Offer and represents that its Board of Directors,
  at a meeting duly called and held, has (i) determined that this
  Agreement and the transactions contemplated hereby, including the
  Offer and the Merger (as defined in Section 3.01), are advisable
  and are fair to and in the best interest of the Company's
  stockholders, (ii) approved this Agreement and the transactions
  contemplated hereby, including the Offer and the Merger and the
  transactions contemplated thereby, and (iii) resolved to
  recommend acceptance of the Offer and approval and adoption of
  this Agreement and the Merger by the Company's stockholders (the
  recommendations referred to in this clause (iii) are collectively
  referred to in this Agreement as the "RECOMMENDATIONS").  The
  Company further represents that CIBC World Markets Corp. (the
  "COMPANY FINANCIAL ADVISOR") has rendered to the Company's Board
  of Directors its opinion to the effect that, as of the date of
  this Agreement, the Exchange Ratio is fair, from a financial
  point of view, to the holders of the Company Common Stock (other
  than Parent and its Affiliates).  The Company will promptly
  furnish Parent and Merger Sub pursuant to the terms of the
  Confidentiality Agreement with a list of its stockholders,
  mailing labels and any available listing or computer file
  containing the names and addresses of all record holders of
  Shares and lists of securities positions of Shares held in stock
  depositories, in each case as of the most recent practicable
  date, and will provide to Parent and Merger Sub such additional
  information (including, without limitation, updated lists of
  stockholders, mailing labels and lists of securities positions)
  and such other assistance as Parent or Merger Sub may reasonably
  request in connection with the Offer.
  
            (b)  As soon as practicable on the day that the Offer
  is commenced, the Company will file with the SEC and disseminate
  to holders of Shares a Solicitation/Recommendation Statement on
  Schedule 14D-9 (the "SCHEDULE 14D-9") which shall reflect the
  Recommendations; provided that the Board of Directors of the
  Company may withdraw, modify or change such Recommendations if
  but only if (i) it believes in good faith, based on such matters
  as it deems relevant, after consultation with the Company's
  financial advisors, that a Company Superior Proposal (as defined
  in Section 7.04) has been made and (ii) it has determined in good
  faith, after consultation with outside legal counsel, that the
  withdrawal, modification or change of such Recommendation is, in
  the good faith judgment of the Board of Directors, required by
  the Board to comply with its fiduciary duties imposed by New York
  Law.  The Company, Parent and Merger Sub each agree promptly to
  correct any information provided by it for use in the
  Schedule 14D-9 if and to the extent that it shall have become
  false or misleading in any material respect.  The Company agrees
  to take all steps necessary to cause the Schedule 14D-9 as so
  corrected to be filed with the SEC and to be disseminated to
  holders of Shares, in each case as and to the extent required by
  applicable federal securities laws.  Parent and its counsel shall
  be given a reasonable opportunity to review and comment on the
  Schedule 14D-9 prior to its being filed with the SEC.
  
       SECTION 2.03  DIRECTORS.  (a) Effective upon the acceptance
  for payment by Merger Sub of 66.67% of the Shares pursuant to the
  Offer (the "APPOINTMENT TIME"), Parent shall be entitled to
  designate the number of directors, rounded up to the next whole
  number, on the Company's Board of Directors that equals the
  product of (i) the total number of directors on the Company's
  Board of Directors (giving effect to the election of any
  additional directors pursuant to this Section) and (ii) the
  percentage that the number of Shares owned by Parent or Merger
  Sub (including Shares accepted for payment) bears to the total
  number of Shares outstanding, and the Company shall take all
  action necessary to cause Parent's designees to be elected or
  appointed to the Company's Board of Directors, including, without
  limitation, increasing the number of directors, or seeking and
  accepting resignations of incumbent directors, or both; provided
  that, prior to the Effective Time (as defined in Section 3.03),
  the Company's Board of Directors shall always have at least two
  members who were directors of the Company prior to consummation
  of the Offer (each, a "CONTINUING DIRECTOR").  If the number of
  Continuing Directors is reduced to less than two for any reason
  prior to the Effective Time, the remaining and departing
  Continuing Directors shall be entitled to designate a person to
  fill the vacancy.  At such times, the Company will use its best
  efforts to cause individuals designated by Parent to constitute
  the same percentage as such individuals represent on the
  Company's Board of Directors of (x) each committee of the Board
  of Directors of the Company, (y) each Board of Directors of each
  Subsidiary of the Company and (z) each committee of each such
  Board.  Notwithstanding anything in this Agreement to the
  contrary, in the event that Parent's designees are elected to the
  Company's Board of Directors prior to the Effective Time, the
  affirmative vote of the Continuing Directors shall be required
  for the Company to (a) amend or terminate this Agreement or agree
  or consent to any amendment or termination of this Agreement, (b)
  waive any of the Company's rights, benefits or remedies
  hereunder, (c) extend the time for performance of Parent's and
  Merger Sub's respective obligations hereunder, or (d) approve any
  other action by the Company which is reasonably likely to
  adversely affect the interests of the stockholders of the Company
  (other than Parent, Merger Sub and their Affiliates (other than
  the Company and the Company Subsidiaries)), with respect to the
  transactions contemplated by this Agreement.
  
            (b)  The Company's obligations to appoint designees to
  the Board of Directors shall be subject to Section 14(f) of the
  Exchange Act and Rule 14f-l promulgated thereunder.  The Company
  shall promptly take all actions required pursuant to
  Section 14(f) and Rule 14f-l in order to fulfill its obligations
  under this Section 2.03 and shall include in the Schedule 14D-9
  such information with respect to the Company and its officers and
  directors as is required under Section 14(f) and Rule 14f-l to
  fulfill its obligations under this Section 2.03.  Parent will
  supply to the Company in writing and be solely responsible for
  any information with respect to itself and its nominees,
  officers, directors and Affiliates required by Section 14(f) and
  Rule 14f-1.
  
  
                             ARTICLE III
  
                             THE MERGER
  
       SECTION 3.01  THE MERGER.
  
       Upon the terms and subject to the conditions set forth in
  this Agreement, and in accordance with the DGCL and the BCL, at
  the Effective Time, Merger Sub shall be merged with and into the
  Company (the "MERGER").  As a result of the Merger, the separate
  corporate existence of Merger Sub shall cease and the Company
  shall continue as the surviving corporation of the Merger as a
  wholly owned subsidiary of Parent (the "SURVIVING CORPORATION").
  
       SECTION 3.02  CLOSING.
  
       Unless this Agreement shall have been terminated and the
  Merger herein contemplated shall have been abandoned pursuant to
  Section 10.01 and subject to the satisfaction or waiver of the
  conditions set forth in Article IX, the consummation of the
  Merger shall take place as promptly as practicable (and in any
  event within three Business Days) after satisfaction or waiver of
  the conditions set forth in Article IX (the "CLOSING DATE") at a
  closing (the "CLOSING") to be held at 10:00 AM at the offices of
  Parent, unless another date, time or place is agreed to by Parent
  and the Company.
  
       SECTION 3.03  EFFECTIVE TIME.
  
       At the Closing, the parties shall cause the Merger to be
  consummated by filing (i) a certificate of merger (the "DELAWARE
  CERTIFICATE OF MERGER") with the Secretary of State of the State
  of Delaware in such form as required by, and executed in
  accordance with the relevant provisions of, the DGCL and (ii) a
  certificate of merger (the "NEW YORK CERTIFICATE OF MERGER") with
  the Secretary of State of the State of New York in such form as
  required by, and executed in accordance with the relevant
  provisions of, the BCL (the date and time of such filings, or
  such later date and time as may be set forth therein, being the
  "EFFECTIVE TIME").
  
       SECTION 3.04  EFFECT OF THE MERGER.
  
       At the Effective Time, the effect of the Merger shall be as
  provided in the applicable provisions of the DGCL and the BCL.
  Without limiting the generality of the foregoing, and subject
  thereto, at the Effective Time, except as otherwise provided
  herein, all the property, rights, privileges, powers and
  franchises of Merger Sub and the Company shall vest in the
  Company as the Surviving Corporation, and all debts, liabilities
  and duties of Merger Sub and the Company shall become the debts,
  liabilities and duties of the Company as the Surviving
  Corporation.
  
       SECTION 3.05  CERTIFICATE OF INCORPORATION; BYLAWS;
  DIRECTORS AND OFFICERS OF SURVIVING CORPORATION.
  
       Unless otherwise agreed by Parent and the Company before the
  Effective Time, at the Effective Time:
  
            (a)  the certificate of incorporation of the Company in
       effect immediately prior to the Effective Time shall be
       amended and restated in its entirety to read substantially
       the same as the certificate of incorporation of Merger Sub;
       provided, however, that Article I of the certificate of
       incorporation of the Surviving Corporation shall be amended
       to read as follows:  "The name of the corporation is COMPTEK
       RESEARCH, INC." and, as so amended and restated, shall be
       the certificate of incorporation of the Surviving
       Corporation until amended in accordance with the terms
       thereof and applicable Law;
  
            (b)  the bylaws of the Company in effect immediately
       prior to the Effective Time shall be amended and restated in
       their entirety to read substantially the same as the bylaws
       of Merger Sub, and, as so amended and restated, shall be the
       bylaws of the Surviving Corporation until amended in
       accordance with the terms thereof and applicable Law;
  
            (c)  the officers of Merger Sub immediately prior to
       the Effective Time shall serve in their respective offices
       of the Surviving Corporation from and after the Effective
       Time, in each case until their successors are elected or
       appointed and qualified or until their resignation or
       removal; and
  
            (d)  the directors of Merger Sub immediately prior to
       the Effective Time shall serve as the directors of the
       Surviving Corporation from and after the Effective Time, in
       each case until their successors are elected or appointed
       and qualified or until their resignation or removal.
  
                             ARTICLE IV
  
         CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES
  
       SECTION 4.01  CONVERSION OF SHARES
  
       At the Effective Time, by virtue of the Merger, and without
  any action on the part of Parent, Merger Sub, the Company or the
  holders of any of the following securities:
  
            (a)  Each share of Company Common Stock issued and
       outstanding immediately before the Effective Time (excluding
       (i) those held in the treasury of the Company, (ii) those
       owned by any wholly owned Subsidiary of the Company and
       (iii) those as to which appraisal rights, if any, have been
       exercised) and all rights in respect thereof, shall be
       converted into and shall represent the right to receive that
       number of fully paid and nonassessable shares of Parent
       Common Stock equal to the Exchange Ratio.  Unless the
       context otherwise requires, (i) each reference in this
       Agreement to shares of Company Common Stock shall include
       the associated Rights issued pursuant to the Rights
       Agreement and (ii) each reference in this Agreement to
       shares of Parent Common Stock shall include the associated
       Rights issued pursuant the Rights Agreement dated as of
       August 12, 1991 and amended on September 23, 1998 between
       Parent and Chase Mellon Shareholders Services, LLC.  All of
       the shares of Company Common Stock to be converted into
       Parent Common Stock pursuant to this Section 4.01(a) shall
       cease to be outstanding, shall automatically be canceled and
       retired and shall cease to exist, and each holder of a
       certificate representing any such shares of Company Common
       Stock shall cease to have any rights with respect thereto,
       except the right to receive the number of shares of Parent
       Common Stock issuable therefor upon the surrender of such
       certificate in accordance with Section 4.02(c) hereof,
       without interest, and cash in lieu of fractional shares as
       contemplated by Section 4.04.
  
            (b)  Each share of Company Common Stock held in the
       treasury of the Company or owned by any wholly owned
       subsidiary of the Company immediately prior to the Effective
       Time shall be canceled and retired and no shares of stock or
       other securities of Parent, the Surviving Corporation or any
       other corporation shall be issuable, and no payment of other
       consideration shall be made, with respect thereto and no
       payment of other consideration shall be made, with respect
       thereto.
  
            (c)  Each issued and outstanding share of capital stock
       of Merger Sub shall be converted into and become one fully
       paid and nonassessable share of common stock, par value $.01
       per share, of the Surviving Corporation.  From and after the
       Effective Time, each outstanding certificate theretofore
       representing shares of Merger Sub common stock shall be
       deemed for all purposes to evidence ownership of and to
       represent the number of shares of Surviving Corporation
       common stock into which such shares of Merger Sub common
       stock shall have been converted.  Promptly after the
       Effective Time, the Surviving Corporation shall issue to
       Parent a stock certificate representing 1,000 shares of
       Surviving Corporation common stock in exchange for the
       certificate that formerly represented shares of Merger Sub
       common stock, which shall be surrendered by Parent and
       cancelled.
  
       SECTION 4.02  EXCHANGE OF SHARES OTHER THAN TREASURY SHARES.
  
            (a)  EXCHANGE AGENT.  At or prior to the Effective
       Time, Parent shall enter into an agreement with a bank or
       trust company designated by Parent and reasonably acceptable
       to the Company, to act as exchange agent for the Merger (the
       "EXCHANGE AGENT").
  
            (b)  PARENT TO PROVIDE COMMON STOCK.  Parent shall make
       available to the Exchange Agent for the benefit of the
       holders of Company Common Stock (i) promptly after the
       Effective Time, certificates of Parent Common Stock ("PARENT
       CERTIFICATES") representing the number of whole shares of
       Parent Common Stock issuable pursuant to Section 4.01(a) in
       exchange for shares of Company Common Stock outstanding
       immediately prior to the Effective Time; and (ii) no later
       than the Closing, sufficient funds to permit payment of cash
       in lieu of fractional shares pursuant to Section 4.04.  All
       funds deposited with the Exchange Agent shall be invested as
       directed by the Surviving Corporation; provided, that such
       investments shall be in obligations of or guaranteed by the
       United States of America or of any agency thereof and backed
       by the full faith and credit of the United States of
       America, or in deposit accounts, certificates of deposit or
       banker's acceptances of, repurchase or reverse repurchase
       agreements with, or Eurodollar time deposits purchased from,
       commercial banks with capital, surplus and undivided profits
       aggregating in excess of $100 million (based on the most
       recent financial statements of such bank which are then
       publicly available).
  
            (c)  EXCHANGE PROCEDURES.  The Exchange Agent shall
       mail to each holder of record of certificates of Company
       Common Stock ("COMPANY CERTIFICATES"), whose shares were
       converted into the right to receive shares of Parent Common
       Stock (and cash in lieu of fractional shares pursuant to
       Section 4.04) promptly after the Effective Time (and in any
       event no later than three Business Days after the later to
       occur of the Effective Time and receipt by Parent of a
       complete list from the Company of the names and addresses of
       its holders of record):  (i) a form letter of transmittal
       (which shall specify that delivery shall be effected, and
       risk of loss and title to the Company Certificates shall
       pass, only upon receipt of the Company Certificates by the
       Exchange Agent, and shall be in such form and have such
       other provisions as Parent may reasonably specify, and which
       shall be reasonably satisfactory to the Company); and (ii)
       instructions for use in effecting the surrender of the
       Company Certificates in exchange for Parent Certificates
       (and cash in lieu of fractional shares).  Upon surrender of
       a Company Certificate for cancellation to the Exchange Agent
       or to such other agent or agents as may be appointed by
       Parent, together with such letter of transmittal, duly
       completed and validly executed, and such other documents as
       may be reasonably required by the Exchange Agent, the holder
       of such Company Certificate shall be entitled to receive in
       exchange therefor a Parent Certificate representing the
       number of whole shares of Parent Common Stock that such
       holder has the right to receive pursuant to this Article IV
       and payment of cash in lieu of fractional shares which such
       holder has the right to receive pursuant to Section 4.04,
       and the Company Certificate so surrendered shall forthwith
       be canceled.  Until so surrendered, each outstanding Company
       Certificate that, prior to the Effective Time, represented
       shares of Company Common Stock will be deemed from and after
       the Effective Time, for all purposes other than the payment
       of dividends and distributions, to evidence the right to
       receive the ownership of the number of full shares of Parent
       Common Stock into which such shares of Company Common Stock
       shall have been so converted plus cash in lieu of the
       issuance of any fractional shares in accordance with
       Section 4.04.  Notwithstanding any other provision of this
       Agreement, no interest will be paid or will accrue on any
       cash payable to holders of Company Certificates pursuant to
       the provisions of this Article IV.
  
            (d)  DISTRIBUTIONS WITH RESPECT TO UNEXCHANGED SHARES.
       No dividends or other distributions with respect to Parent
       Common Stock with a record date after the Effective Time
       will be paid to the holder of any unsurrendered Company
       Certificate with respect to the shares of Parent Common
       Stock represented thereby until the holder of record of such
       Company Certificate shall surrender such Company
       Certificate.  Subject to the effect of applicable escheat or
       similar laws, following surrender of any such Company
       Certificate, there shall be paid to the record holder of the
       Parent Certificates issued in exchange therefor, without
       interest, at the time of such surrender, the amount of any
       such dividends or other distributions with a record date
       after the Effective Time theretofore payable (but for the
       provisions of this Section 4.02(d)) with respect to such
       shares of Parent Common Stock.
  
            (e)  TRANSFER OF OWNERSHIP.  If any Parent Certificate
       is to be issued in a name, or cash paid to a Person, other
       than that in which the Company Certificate surrendered in
       exchange therefor is registered, it will be a condition of
       the issuance and/or payment thereof that the Company
       Certificate so surrendered will be properly endorsed and
       otherwise in proper form for transfer and that the Person
       requesting such exchange will have paid to Parent or any
       agent designated by it any transfer or other taxes required
       by reason of the issuance of a Parent Certificate for shares
       of Parent Common Stock in any name other than that of the
       registered holder of the Company Certificate surrendered, or
       established to the satisfaction of Parent or any agent
       designated by it that such tax has been paid or is not
       payable.
  
            (f)  TERMINATION OF EXCHANGE AGENT FUNDING.  Any
       portion of funds (including any interest earned thereon) or
       Parent Certificates held by the Exchange Agent which have
       not been delivered to holders of Company Certificates
       pursuant to this Article IV within six months after the
       Effective Time shall promptly be paid or delivered, as
       appropriate, to Parent, and thereafter holders of Company
       Certificates who have not theretofore complied with the
       exchange procedures set forth in and contemplated by this
       Section 4.02 shall thereafter look only to Parent (subject
       to abandoned property, escheat and similar laws) only as
       general creditors thereof for their claim for shares of
       Parent Stock, any cash in lieu of fractional shares of
       Parent Common Stock and any dividends or distributions (with
       a record date after the Effective Time) with respect to
       Parent Common Stock to which they are entitled.
  
            (g)  NO LIABILITY. Notwithstanding anything to the
       contrary in this Section 4.02, none of the Exchange Agent,
       the Surviving Corporation or any party hereto shall be
       liable to any Person in respect of any shares of Parent
       Common Stock or cash delivered to a public official pursuant
       to any applicable abandoned property, escheat or similar
       Law.
  
       SECTION 4.03  STOCK TRANSFER BOOKS.
  
       At the Effective Time, the stock transfer books of the
  Company shall each be closed, and there shall be no further
  registration of transfers of shares of Company Common Stock
  thereafter on the records of any such stock transfer books.  In
  the event of a transfer of ownership of shares of Company Common
  Stock that is not registered in the stock transfer records of the
  Company at the Effective Time, a certificate or certificates
  representing the number of full shares of Parent Common Stock
  into which such shares of Company Common Stock shall have been
  converted shall be issued to the transferee plus cash in lieu of
  fractional shares, if any, in accordance with Section 4.04
  hereof, and a cash payment in the amount of dividends, if any, in
  accordance with Section 4.02(d) hereof, if the certificate or
  certificates representing such shares of Company Common Stock is
  or are surrendered as provided in Section 4.02(c) hereof,
  accompanied by all documents required to evidence and effect such
  transfer and by evidence of payment of any applicable stock
  transfer tax.
  
       SECTION 4.04  NO FRACTIONAL SHARE CERTIFICATES.
  
       No scrip or fractional share Parent Certificate shall be
  issued upon the surrender for exchange of Company Certificates,
  and an outstanding fractional share interest shall not entitle
  the owner thereof to vote, to receive dividends or to any rights
  of a stockholder of Parent or of Surviving Corporation with
  respect to such fractional share interest.  No later than the
  Closing, Parent shall deposit with the Exchange Agent an amount
  in cash sufficient for the Exchange Agent to pay each holder of
  Company Common Stock an amount in cash, rounded to the nearest
  whole cent, equal to the product obtained by multiplying (i) the
  fractional share interest to which such holder would otherwise be
  entitled (after taking into account all shares of Company Common
  Stock held at the Effective Time by such holder) by (ii) the
  Final Average Closing Price.  As soon as practicable after the
  determination of the amount of cash, if any, to be paid to
  holders of Company Common Stock with respect to any fractional
  share interests, the Exchange Agent shall make available such
  amounts, net of any required withholding taxes, to such holders
  of Company Common Stock, subject to and in accordance with the
  terms of Section 4.02 hereof.
  
       SECTION 4.05  OPTIONS TO PURCHASE COMPANY COMMON STOCK.
  
       (a)  Commencing ten (10) Business Days prior to consummation
  of the Offer, each option granted by the Company to purchase
  shares of Company Common Stock pursuant to the Company Stock
  Plans or otherwise listed on Schedule 5.03 of the Company
  Disclosure Schedule ("COMPANY STOCK OPTIONS") shall be vested and
  exercisable in full.
  
       (b)  At the Effective Time, each Company Stock Option which
  is outstanding and unexercised immediately prior to the Effective
  Time shall, without any further action, be assumed automatically
  by Parent and converted into an option to purchase shares of
  Parent Common Stock on economically equivalent terms and
  conditions as in effect immediately prior to the Effective Time
  (except to the extent that such terms, conditions and
  restrictions may be altered in accordance with their terms as a
  result of the Merger contemplated hereby and except that all
  references in each such Company Stock Option to the Company shall
  be deemed to refer to Parent), and provided that (i) each such
  Company Stock Option shall be exercisable for that whole number
  of shares of Parent Common Stock (rounded to the nearest share)
  equal to the product of (y) the number of shares of Company
  Common Stock subject to such Company Stock Option and (z) the
  Exchange Ratio, and (ii) the option exercise price per share of
  Parent Common Stock shall be an amount equal to (y) the option
  exercise price per share of Company Common Stock under such
  Company Stock Option in effect immediately prior to the Effective
  Time divided by (z) the Exchange Ratio (the option exercise
  price, as so determined, being rounded to the nearest full cent).
  It is the intention of the parties that, subject to applicable
  Law, the Company Stock Options assumed by Parent qualify
  following the Effective Time as "incentive stock options" (as
  defined in Section 422 of the Code) to the extent that such
  Company Stock Options qualified as incentive stock options prior
  to the Effective Time.  Parent makes no representation with
  respect to such qualification.  To the extent Parent provides
  similar treatment for its employee stock options, as soon as
  practicable after the Effective Time, Parent shall file a
  registration statement (including a reoffer prospectus) on Form S-
  8 (or any successor form), or another appropriate form, with
  respect to the shares of Parent Common Stock subject to such
  assumed Company Stock Options and shall use its best efforts to
  maintain the effectiveness of such registration statement (and
  maintain the current status of the prospectus contained therein)
  for so long as such assumed Company Stock Options remain
  outstanding.
  
       SECTION 4.06 CERTAIN ADJUSTMENTS.
  
       If between the date of this Agreement and the Effective
  Time, (a) the outstanding shares of Parent Common Stock or
  Company Common Stock shall be changed into a different number of
  shares or securities by reason of any reclassification,
  recapitalization, split-up, combination or exchange of shares, or
  any dividend payable in stock or other securities shall be
  declared thereon with a record date within such period, or (b)
  the number of shares of Company Common Stock on a fully diluted
  basis is in excess of that specified in Section 5.03 and
  disclosed in Schedule 5.03 of the Company Disclosure
  Schedule (regardless of whether such excess is a result of an
  additional issuance of capital stock except as otherwise
  permitted pursuant to this Agreement or a correction to such
  Sections), then, in either case, the Exchange Ratio established
  pursuant to the provisions of Section 2.01 and shall be adjusted
  accordingly (by the proportionate adjustment of each of the
  number of shares of Parent Common Stock and Company Common Stock)
  to provide Parent and the stockholders and option holders of the
  Company the same economic effect as contemplated by this
  Agreement prior to such reclassification, recapitalization, split-
  up, combination, exchange, dividend or increase.
  
       SECTION 4.07  LOST, STOLEN OR DESTROYED CERTIFICATES.
  
       In the event any Company Certificates shall have been lost,
  stolen or destroyed, the Exchange Agent shall issue in exchange
  for such lost, stolen or destroyed Company Certificates, upon the
  making of an affidavit of that fact by the holder thereof, such
  shares of Parent Common Stock (and cash in lieu of fractional
  shares) as may be required pursuant to Section 4.01; provided,
  however, that Parent may, in its discretion and as a condition
  precedent to the issuance thereof, require the owner of such
  lost, stolen or destroyed Company Certificates to indemnify
  Parent against any claim that may be made against Parent, the
  Surviving Corporation or the Exchange Agent with respect to the
  Company Certificates alleged to have been lost, stolen or
  destroyed.
  
       SECTION 4.08  TAKING OF NECESSARY ACTION; FURTHER ACTION.
  
       If, at any time after the Effective Time, any further action
  is necessary or desirable to carry out the purposes of this
  Agreement and to vest the Surviving Corporation with full right,
  title and possession to all assets, property, rights, privileges,
  powers and franchises of the Company, the officers and directors
  of the Company are fully authorized in the name of their
  corporation or otherwise to take, and will use good faith efforts
  to take, all such lawful and necessary action, so long as such
  action is not inconsistent with this Agreement.
  
                              ARTICLE V
  
            REPRESENTATIONS AND WARRANTIES OF THE COMPANY
  
       The Company hereby represents and warrants to Parent and
  Merger Sub, subject to the exceptions specifically disclosed in
  writing in the Company Disclosure Schedule, all such exceptions
  to be referenced to a specific representation set forth in this
  Article V, that:
  
       SECTION 5.01  ORGANIZATION AND QUALIFICATION; SUBSIDIARIES.
  
       (a)  Each of the Company and each directly and indirectly
  owned Subsidiary of the Company has been duly organized and is
  validly existing and in good standing (to the extent applicable)
  under the laws of the jurisdiction of its incorporation or
  organization, as the case may be, and has the requisite corporate
  power and authority to own, lease and operate its properties and
  to carry on its business as it is now being conducted.  The
  Company and each Company Subsidiary is duly qualified or licensed
  to do business, and is in good standing (to the extent
  applicable), in each jurisdiction where the character of the
  properties owned, leased or operated by it or the nature of its
  business makes such qualification or licensing necessary, except
  for such failures to be so qualified or licensed and in good
  standing that could not reasonably be expected to have,
  individually or in the aggregate, a Company Material Adverse
  Effect.
  
       (b)  Schedule 5.01 of the Company Disclosure Schedule sets
  forth, as of the date of this Agreement, a true and complete list
  of each Company Subsidiary, together with (i) the jurisdiction of
  incorporation or organization of each Company Subsidiary and the
  percentage of each Company Subsidiary's outstanding capital stock
  or other equity interests owned by the Company or another Company
  Subsidiary and (ii) an indication of whether each Company
  Subsidiary is a "SIGNIFICANT SUBSIDIARY" as defined in Regulation
  S-X promulgated by the SEC under the Securities Act and the
  Exchange Act.  Except as set forth in Schedule 5.01 of the
  Company Disclosure Schedule, neither the Company nor any Company
  Subsidiary owns an equity interest in any partnership or joint
  venture arrangement or other business entity that is material to
  the business, assets, liabilities, financial condition or results
  of operations of the Company and the Company Subsidiaries, taken
  as a whole.
  
       (c)  The maximum amount of shares of Company Common Stock
  eligible to be purchased under the Company ESPP for the quarter
  ending June 30, 2000 does not exceed 30,000.
  
       SECTION 5.02  CERTIFICATE OF INCORPORATION AND BYLAWS.
  
       The copies of certificate of incorporation and bylaws of the
  Company and the Company Subsidiaries previously presented to
  Parent by the Company are true, complete and correct copies
  thereof.  Such certificates of incorporation and bylaws are in
  full force and effect.  None of the Company or any Company
  Subsidiary is in violation of any of the provisions of its
  certificate of incorporation or bylaws.
  
       SECTION 5.03  CAPITALIZATION.
  
       The authorized capital stock of the Company consists of
  20,000,000 shares of Company Common Stock and 3,000,000 shares of
  preferred stock, par value $0.01 per share ("COMPANY PREFERRED
  STOCK").  At May 31, 2000, (i) 6,223,094 shares of Company Common
  Stock were issued and outstanding, all of which outstanding
  shares were validly issued and are fully paid and nonassessable,
  (ii) 473,110 shares of Company Common Stock were held in the
  treasury of the Company, (iii) 101,864 shares of Company Common
  Stock were reserved for future issuance pursuant to Company Stock
  Plans; (iv) no shares of Company Preferred Stock are outstanding;
  and (v) 559,709 shares of Company Common Stock were reserved for
  issuance pursuant to the Company ESPP.  The name of each holder
  of a Company Stock Option, the grant date of each Company Stock
  Option, the number of shares of Company Common Stock for which
  each Company Stock Option is exercisable, the vesting or exercise
  schedule and the exercise price of each Company Stock Option at
  May 31, 2000 are set forth in Schedule 5.03 of the Company
  Disclosure Schedule.  Except for shares of Company Common Stock
  issuable pursuant to Company Stock Plans and stock option
  agreements entered into in connection therewith, and the Company
  ESPP and as otherwise set forth in Schedule 5.03 of the Company
  Disclosure Schedule, there are no options, warrants or other
  rights, agreements, arrangements or commitments of any character
  to which the Company or any Company Subsidiary is a party or by
  which the Company or any Company Subsidiary is bound relating to
  the issued or unissued capital stock of the Company or any
  Company Subsidiary or obligating the Company or any Company
  Subsidiary to issue or sell any shares of capital stock of, or
  other equity interests in, the Company or any Company Subsidiary.
  All shares of Company Common Stock subject to issuance as
  aforesaid, upon issuance prior to the Effective Time on the terms
  and conditions specified in the instruments pursuant to which
  they are issuable, will be duly authorized, validly issued, fully
  paid and nonassessable.  There are no outstanding contractual
  obligations of the Company or any Company Subsidiary to
  repurchase, redeem or otherwise acquire any shares of Company
  Common Stock or any capital stock of any Company Subsidiary.
  Each outstanding share of capital stock of each Company
  Subsidiary is duly authorized, validly issued, fully paid and
  nonassessable and each such share owned by the Company or another
  Company Subsidiary is free and clear of all Encumbrances.  Except
  as set forth in Schedule 5.03 of the Company Disclosure Schedule,
  to the Company's Knowledge there are no outstanding contractual
  obligations of the Company or any Company Subsidiary to provide
  funds to, or make any material investment (in the form of a loan,
  capital contribution or otherwise) in excess of $100,000 in any
  Company Subsidiary or any other entity or Person, other than
  commitments to provide funds pursuant to commercially reasonable
  cash management practices and other than commitments less than
  $100,000 to any Company Subsidiary or less than $25,000 to any
  other Company Affiliate.
  
       SECTION 5.04  AUTHORITY RELATIVE TO THIS AGREEMENT.
  
       The Company has all necessary corporate power and authority
  to execute and deliver this Agreement, to perform its obligations
  hereunder, and to consummate the transactions contemplated
  hereby.  The execution and delivery of this Agreement by the
  Company and the consummation by the Company of the transactions
  contemplated hereby have been duly and validly authorized by all
  necessary corporate action, and no other corporate proceedings on
  the part of the Company are necessary to authorize this Agreement
  or to consummate the transactions contemplated hereby (other
  than, with respect to the Merger, the approval of this Agreement
  by the holders of 66.67% of the outstanding shares of Company
  Common Stock entitled to vote with respect thereto at the Company
  Stockholders' Meeting (as defined in Section 8.01(b)), and the
  filing and recordation of the New York Certificate of Merger as
  required by the BCL).  This Agreement has been duly executed and
  delivered by the Company and, assuming the due authorization,
  execution and delivery by the other parties hereto, constitutes
  the legal, valid and binding obligation of the Company,
  enforceable against the Company in accordance with its terms
  except to the extent that enforceability thereof may be limited
  by applicable bankruptcy, insolvency, reorganization or similar
  laws affecting the enforcement of creditors' rights generally and
  by principles of equity regarding the availability of remedies.
  The Board of Directors of the Company has adopted resolutions for
  the Company to take all necessary action to cause the Parent and
  Merger Sub not to be deemed an "Acquiring Person" under the
  Rights Agreement, dated as of April 16, 1999, between the Company
  and American Stock Transfer and Trust Company, as Rights Agent
  (the "RIGHTS AGREEMENT"), and to ensure that neither the
  execution of this Agreement, nor the consummation of the
  transactions contemplated herein, shall result in any Rights
  under the Rights Agreement being exercisable.  The Company shall
  use its best efforts to deliver within five Business Days of this
  Agreement a fully executed amendment to the Rights Agreement
  reflecting the substance of the preceding sentence.
  
       SECTION 5.05  NO CONFLICT; REQUIRED FILINGS AND CONSENTS.
  
       (a)  The execution and delivery of this Agreement by the
  Company do not, and the performance by the Company of its
  obligations hereunder, and the consummation of the Merger will
  not, (i) conflict with or violate any provision of the
  certificate of incorporation or bylaws of the Company or any
  equivalent organizational documents of any Company Subsidiary,
  (ii) assuming that all filings and notifications described in
  Section 5.05(b) have been made, conflict with or violate in any
  material respect any Law applicable to the Company or any Company
  Subsidiary or by which any property or asset of the Company or
  any Company Subsidiary is bound or affected or (iii) except as
  otherwise set forth on Schedule 5.05(a) of the Company Disclosure
  Schedule, result in any breach of or constitute a default (or an
  event which with the giving of notice or lapse of time or both
  could reasonably be expected to become a default) under, or give
  to others any right of termination, amendment, acceleration or
  cancellation of, or result in the creation of an Encumbrance on
  any property or asset of the Company or any Company Subsidiary
  pursuant to, any note, bond, mortgage, indenture, contract,
  agreement, lease, license, permit, franchise or other instrument
  or obligation evidencing a Company or a Company Subsidiary
  obligation in any single instance in excess of $50,000 or in the
  aggregate in excess of $250,000.
  
       (b)  The execution and delivery of this Agreement by the
  Company do not, and the performance by the Company of its
  obligations hereunder and the consummation of the Merger will
  not, require any consent, approval, authorization or permit of,
  or filing by the Company with or notification by the Company to,
  any Governmental Entity, except for (i) the filing of a premerger
  notification and report form by the Company under the HSR Act,
  and any applicable filings under similar foreign antitrust or
  competition laws and regulations, (ii) the filing with the SEC of
  (A) the Schedule 14D-9, (B) a proxy statement relating to the
  Company Stockholders Meeting (as amended or supplemented from
  time to time, the "COMPANY PROXY STATEMENT"), and (C) such
  reports under the Exchange Act and the Securities Act, as may be
  required in connection with this Agreement and the Tender
  Agreement and the transactions contemplated hereby and thereby,
  (iii) such filings as may be required under Blue Sky Laws, (iv)
  the filing of the Delaware Certificate of Merger with the
  Secretary of State of the State of Delaware and the New York
  Certificate of Merger with the Secretary of State of the State of
  New York and appropriate documents with the relevant authorities
  of other states in which the Company is qualified to do business,
  (v) filings with the ASE and (vi) such other consents, approvals,
  orders, authorizations, registrations, declarations and filings
  the failure of which to be made or obtained individually or in
  the aggregate could not reasonably be expected to (x) have a
  Company Material Adverse Effect, (y) impair the Company's ability
  to perform its obligations under this Agreement or (z) prevent or
  materially delay the consummation of the transactions
  contemplated by this Agreement.
  
       (c)  Neither the Schedule 14D-9, nor any of the information
  supplied or to be supplied by the Company or any Company
  Subsidiary or any of their Representatives for inclusion or
  incorporation by reference in the Registration Statement, the
  Post-Effective Amendment (as defined in Section 8.01(a)) or the
  Offer Documents will, at the respective times any such documents
  or any amendments or supplements thereto are filed with the SEC,
  are first published, sent or given to stockholders or become
  effective under the Securities Act or the Exchange Act, as
  applicable, contain any untrue statement of a material fact or
  omit to state any material fact required to be stated therein or
  necessary to make the statements therein, in light of the
  circumstances under which they are made, not misleading.  None of
  the information supplied by the Company or any Company Subsidiary
  or any of their Representatives for inclusion or incorporation by
  reference in the Company Proxy Statement will, at the time the
  Company Proxy Statement is first mailed to the Company's
  stockholders or, at the time of the Company Stockholders Meeting,
  contain any untrue statement of a material fact or omit to state
  any material fact required to be stated therein or necessary in
  order to make the statements therein, in light of the
  circumstances under which they are made, not misleading.  The
  Schedule 14D-9 and the Company Proxy Statement will comply as to
  form in all material respects with the requirements of all
  applicable federal securities Laws, including the Exchange Act.
  No representation or warranty is made by the Company with respect
  to statements made or incorporated by reference in any of such
  documents based on information supplied by Parent or Merger Sub
  specifically for inclusion or incorporation by reference therein.
  
       SECTION 5.06  PERMITS; COMPLIANCE WITH LAWS.
  
       The Company and the Company Subsidiaries are in possession
  of all material franchises, grants, authorizations, licenses,
  establishment registrations, product listings, permits, approvals
  and orders of any Governmental Entity necessary for the Company
  or any Company Subsidiary to own, lease and operate its
  properties and assets or otherwise to carry on its business as it
  is now being conducted (collectively, the "COMPANY PERMITS"),
  and, as of the date of this Agreement, none of the Company
  Permits has been suspended or cancelled nor is any such
  suspension or cancellation pending or, to the Company's
  Knowledge, threatened.  Neither the Company nor any Company
  Subsidiary is in conflict with, or in default or violation of,
  (i) any Law applicable to the Company or any Company Subsidiary
  or by which any property or asset of the Company or any Company
  Subsidiary is bound or affected or (ii) any Company Permits,
  except, in each case, for such conflicts, defaults or violations
  that could not reasonably be expected to have, individually or in
  the aggregate, a Company Material Adverse Effect.  Schedule 5.06
  of the Company Disclosure Schedule sets forth, as of the date of
  this Agreement, all actions, proceedings, investigations or
  surveys pending or, to the Company's Knowledge, threatened
  against the Company or any Company Subsidiary that could
  reasonably be expected to result in the suspension or
  cancellation of any other Company Permit.  Except as set forth in
  Schedule 5.06 of the Company Disclosure Schedule, since
  December 31, 1999, neither the Company nor any Company Subsidiary
  has received from any Governmental Entity any written
  notification with respect to possible material conflicts,
  defaults or violations of Laws.
  
       SECTION 5.07  SEC FILINGS; FINANCIAL STATEMENTS.
  
       (a)  The Company has timely filed all forms, reports,
  statements and documents required to be filed by it (A) with the
  SEC and the ASE since December 31, 1996 (collectively, together
  with any such forms, reports, statements and documents the
  Company may file subsequent to the date hereof until the Closing,
  the ("COMPANY REPORTS") and (B) since December 31, 1996, in all
  material respects, with any other Governmental Entities.  Each
  Company Report (i) was prepared in accordance with the
  requirements of the Securities Act, the Exchange Act or the rules
  and regulations of the ASE, as the case may be, and (ii) did not
  at the time it was filed contain any untrue statement of a
  material fact or omit to state a material fact required to be
  stated therein or necessary in order to make the statements made
  therein, in the light of the circumstances under which they were
  made, not misleading.  Each form, report, statement and document
  referred to in clause (B) of this paragraph was prepared in all
  material respects in accordance with the requirements of
  applicable Law.  No Company Subsidiary is subject to the periodic
  reporting requirements of the Exchange Act or required to file
  any form, report or other document with the SEC, the ASE, any
  other stock exchange or any other comparable Governmental Entity.
  
       (b)  Each of the consolidated financial statements
  (including, in each case, any notes thereto) contained in the
  Company Reports was prepared in accordance with U.S. GAAP applied
  on a consistent basis throughout the periods indicated (except as
  may be indicated in the notes thereto) and each presented fairly
  the consolidated financial position of the Company and the
  Company Subsidiaries as at the respective dates thereof, and
  their consolidated results of operations, stockholders' equity
  and cash flows for the respective periods indicated therein,
  except as otherwise noted therein (subject, in the case of
  unaudited statements, to normal and recurring immaterial year-end
  adjustments).
  
       (c)  Except as and to the extent set forth or reserved
  against on the consolidated balance sheet of the Company and the
  Company Subsidiaries as of December 31, 1999 as reported in the
  Company Reports, none of the Company or any Company Subsidiary
  has any liabilities or obligations of any nature (whether
  accrued, absolute, contingent or otherwise) that would be
  required to be reflected on a balance sheet or in notes thereto
  prepared in accordance with U.S. GAAP, except for liabilities or
  obligations incurred in the ordinary course of business
  consistent with past practice since December 31, 1999.
  
       SECTION 5.08  ABSENCE OF CERTAIN CHANGES OR EVENTS.
  
       Except as otherwise set forth on Schedule 5.08 of the
  Company Disclosure Schedule, since December 31, 1999, the Company
  and the Company Subsidiaries have conducted their businesses only
  in the ordinary course consistent with past practice and, since
  such date, there has not been (i) any Company Material Adverse
  Effect, (ii) any event that could reasonably be expected to
  prevent the performance of the Company's obligations pursuant to
  this Agreement and the consummation of the Merger by the Company,
  (iii) any material change by the Company in its accounting
  methods, principles or practices, (iv) any declaration, setting
  aside or payment of any dividend or distribution in respect of
  the shares of Company Common Stock or any redemption, purchase or
  other acquisition of any of the Company's securities, (v) except
  in the ordinary course of business consistent with past practice,
  any increase in the compensation or benefits or establishment of
  any bonus, insurance, severance, deferred compensation, pension,
  retirement, profit sharing, stock option (including, without
  limitation, the granting of stock options, stock appreciation
  rights, performance awards or restricted stock awards), stock
  purchase or other employee benefit plan, or any other increase in
  the compensation payable or to become payable to any executive
  officers of the Company or any Company Subsidiary, (vi) any
  issuance or sale of any stock, notes, bonds or other securities
  other than pursuant to the exercise of outstanding securities, or
  entering into any agreement with respect thereto, (vii) any
  amendment to the Company's certificate of incorporation or
  bylaws, (viii) other than in the ordinary course of business, any
  (x) purchase, sale, assignment or transfer of any material
  assets, (y) mortgage, pledge or the institution of any lien,
  encumbrance or charge on any material assets or properties,
  tangible or intangible, except for liens for taxes not yet
  delinquent and such other liens, encumbrances or charges which do
  not, individually or in the aggregate, have a Company Material
  Adverse Effect, or (z) waiver of any rights of material value or
  cancellation or any material debts or claims, (ix) any incurrence
  of any material liability (absolute or contingent), except for
  current liabilities and obligations incurred in the ordinary
  course of business consistent with past practice, (x) any
  incurrence of any damage, destruction or similar loss, whether or
  not covered by insurance, materially affecting the business or
  properties of the Company or any Company Subsidiary, (xi) any
  entering into of any transaction of a material nature other than
  in the ordinary course of business, consistent with past
  practices, (xii) any termination of any Company Material Contract
  other than by expiration of its term; (xiii) any receipt by the
  Company of notice that the employment of any of the employees set
  forth on Schedule 7.01 hereof will terminate; or (xiv) any
  receipt of notice by the Company that any Company Material
  Contract (A) will terminate other than by expiration of its term,
  (B) if such Company Material Contract has an optional renewal
  clause that such option will not be exercised, or (C) that would
  otherwise reasonably be expected to be resolicited at the end of
  its term will not be re-solicited.
  
       SECTION 5.09  EMPLOYEE BENEFIT PLANS; LABOR MATTERS.
  
       (a)  Schedule 5.09 of the Company Disclosure Schedule lists
  each employee benefit fund, plan, program, arrangement and
  contract (including, without limitation, any "pension" plan, fund
  or program, as defined in Section 3(2) of ERISA, and any
  "employee benefit plan", as defined in Section 3(3) of ERISA and
  any plan, program, arrangement or contract providing for
  severance, medical, dental or vision benefits; life insurance or
  death benefits; disability benefits, sick pay or other wage
  replacement; vacation, holiday or sabbatical; pension or profit-
  sharing benefits; stock options or other equity compensation;
  bonus or incentive pay or other material fringe benefits),
  whether written or not ("BENEFIT PLANS"), maintained, sponsored
  or contributed to or required to be contributed to by the Company
  or any Company Subsidiary (the "COMPANY BENEFIT PLANS").  With
  respect to each Company Benefit Plan, the Company has delivered
  or made available to Parent a true, complete and correct written
  summary or copy of (i) such Company Benefit Plan and the most
  recent summary plan description, if any, related to such Company
  Benefit Plan, (ii) each trust agreement or other funding
  arrangement relating to such Company Benefit Plan, (iii) the most
  recent annual report (Form 5500) filed with the IRS with respect
  to such Company Benefit Plan (and, if the most recent annual
  report is a Form 5500-R, the most recent Form 5500-C filed with
  respect to such Company Benefit Plan), (iv) the most recent
  actuarial report or financial statement relating to such Company
  Benefit Plan and (v) the most recent determination letter, if
  any, issued by the IRS with respect to such Company Benefit Plan,
  or any pending request for such a determination letter. Neither
  the Company nor any Company Subsidiary nor, to the Company's
  Knowledge, any other Person, has any express or implied
  commitment, to modify, change or terminate any Company Benefit
  Plan, other than with respect to a modification, change or
  termination required by ERISA or the Code.
  
       (b)  Each Company Benefit Plan has been administered in all
  material respects in accordance with its terms and all applicable
  laws, including, without limitation, ERISA and the Code, and all
  contributions required to be made under the terms of any of the
  Company Benefit Plans as of the date of this Agreement have been
  timely made or, if not yet due, have been reflected on the most
  recent consolidated balance sheet filed or incorporated by
  reference in the Company Reports prior to the date of this
  Agreement, to the extent required by U.S. GAAP.
  
       (c)  The Company, on behalf of itself and all of the Company
  Subsidiaries, hereby represents that:  (i) each Company Benefit
  Plan which is intended to be qualified under Section 401(a) of
  the Code has received, or will receive without the requirement of
  an amendment to such plan (to the extent such letters are
  available under current IRS practice), a favorable determination
  letter from the IRS as to its qualified status under the Code,
  and each trust established in connection with any Company Benefit
  Plan which is intended to be exempt from federal income taxation
  under Section 501(a) of the Code has received a determination
  letter from the IRS that it is so exempt, and to the Company's
  Knowledge no fact or event has occurred that could adversely
  affect the qualified status of any such Company Benefit Plan or
  the exempt status of any such trust; and (ii) to the Company's
  Knowledge there has been no prohibited transaction (within the
  meaning of Section 406 of ERISA or Section 4975 of the Code other
  than a transaction that is under a statutory or administrative
  exemption) with respect to any Company Benefit Plan that could
  result in liability to the Company or any Company Subsidiaries.
  
       (d)  No Company Benefit Plan is a multiemployer pension plan
  (as defined in Section 3(37) of ERISA) or other pension plan
  subject to Title IV of ERISA and neither the Company, any Company
  Subsidiary nor any other trade or business (whether or not
  incorporated) that is under "common control" with the Company or
  a Company Subsidiary (within the meaning of Section 4001(b) of
  ERISA) or with respect to which the Company or any Company
  Subsidiary could otherwise incur liability under Title IV of
  ERISA (a "COMPANY ERISA AFFILIATE") has sponsored or contributed
  to or been required to contribute to a multiemployer pension plan
  or other pension plan subject to Title IV of ERISA.  No material
  liability under Title IV of ERISA has been incurred by the
  Company, any Company Subsidiary or any Company ERISA Affiliate
  that has not been satisfied in full, and no condition exists that
  presents a material risk to the Company or any Company Subsidiary
  of incurring or being subject (whether primarily, jointly or
  secondarily) to a material liability thereunder.  None of the
  assets of the Company or any Company Subsidiary is, or may
  reasonably be expected to become, the subject of any lien arising
  under ERISA or Section 412(n) of the Code.
  
       (e)  The Company has scheduled on Schedule 5.09(e) of the
  Company Disclosure Schedule and has delivered or made available
  to Parent true, complete and correct copies of (i) all current
  employment agreements with officers and employees and all current
  consulting agreements of the Company and each Company Subsidiary
  providing for annual compensation in excess of $100,000, (ii) all
  severance plans, termination agreements, post-employment and
  other compensation agreements, arrangements and plans,
  supplemental retirement, programs and policies of the Company and
  each Company Subsidiary with or relating to their respective
  employees, directors or consultants, and (iii) all plans,
  programs, agreements and other arrangements of the Company and
  each Company Subsidiary with or relating to their respective
  employees, directors or consultants which contain "change of
  control" provisions.
  
       (f)  Neither the Company nor any Company Subsidiary is a
  party to any collective bargaining or other labor union contract
  applicable to persons employed by the Company or any Company
  Subsidiary and no collective bargaining agreement is being
  negotiated by the Company or any Company Subsidiary.  As of the
  date of this Agreement, there is no labor dispute, strike or work
  stoppage against the Company or any Company Subsidiary pending
  or, to the Company's Knowledge, threatened which may interfere
  with the respective business activities of the Company or any
  Company Subsidiary.  As of the date of this Agreement, to the
  Company's Knowledge, none of the Company, any Company Subsidiary,
  or any of their respective representatives or employees has
  committed any unfair labor practice in connection with the
  operation of the respective businesses of the Company or any
  Company Subsidiary, and there is no charge or complaint against
  the Company or any Company Subsidiary by the National Labor
  Relations Board or any comparable Governmental Entity pending or
  threatened in writing.
  
       (g)  Except as required by Law or as set forth in
  Schedule 5.09(g) of the Company Disclosure Schedule, no Company
  Benefit Plan provides any of the following retiree or post-
  employment benefits to any person: medical, disability or life
  insurance benefits.  The Company and the Company ERISA Affiliates
  are in compliance in all material respects with (i) the
  requirements of the applicable health care continuation and
  notice provisions of the Consolidated Omnibus Budget
  Reconciliation Act of 1985, as amended ("COBRA") and the
  regulations (including proposed regulations) thereunder and (ii)
  the applicable requirements of the Health Insurance Portability
  and Accountability Act of 1996, as amended and the regulations
  (including the proposed regulations) thereunder.
  
       (h)  All consultants retained by the Company or any Company
  Subsidiary have been properly classified as independent
  contractors and to the Company's Knowledge all consultants
  retained by the Company or any Company Subsidiary prior to
  December 31, 1996 have been properly classified as independent
  contractors.
  
       SECTION 5.10  CONTRACTS.
  
       Schedule 5.10 of the Company Disclosure Schedule sets forth
  a list of certain contracts including all Company Material
  Contracts.  Except as set forth in Schedule 5.10 of the Company
  Disclosure Schedule, neither the Company nor any Company
  Subsidiary is in material violation of or default under (nor does
  there exist any condition which with the passage of time or the
  giving of notice could reasonably be expected to cause such a
  material violation of or default under) any Company Material
  Contract.  Each Company Material Contract is in full force and
  effect and is a legal, valid and binding obligation of the
  Company or a Company Subsidiary and, to the Company's Knowledge,
  each of the other parties thereto, enforceable in accordance with
  its terms, except to the extent that enforceability thereof may
  be limited by applicable bankruptcy, insolvency, reorganization
  or other similar laws affecting the enforcement of creditors'
  rights generally and by principles of equity regarding the
  availability of remedies. Except as set forth on Schedule 5.10 of
  the Company Disclosure Schedule, (i) neither the Company, nor
  Company Subsidiary, nor any Principal is debarred, suspended,
  proposed for debarment, or declared ineligible for the award of
  contracts by any agency or department of the United States
  government; (ii) neither the Company, nor Company Subsidiary, nor
  any Principal has been convicted of, had a civil judgment
  rendered against them for, or received written notice of any
  claim, suit, or investigation asserting or alleging the (a)
  commission of fraud or a criminal offense in connection with
  obtaining, attempting to obtain, or performing a Federal, state
  or local government contract or subcontract, (b) violation of
  Federal or state antitrust statutes relating to the submission of
  offers, or (c) commission of embezzlement, theft, forgery,
  bribery, falsification or destruction of records, making false
  statements, tax evasion, or receiving stolen property; and (iii)
  to the Company's Knowledge, the Company and the Company
  Subsidiaries are in substantial compliance with all applicable
  procurement laws, regulations and terms of Material Contracts
  (including without limitation the FAR and Cost Accounting
  Standards). For purposes of this Section 5.10, the term
  "Principal" shall include executive officers and directors.
  Except as previously disclosed by the Company to Parent, to the
  Company's Knowledge, there is no outstanding issue in connection
  with any Governmental Entity audit or investigation which may
  give rise to an expense in excess of current reserves.  To the
  Company's Knowledge, no Company Material Contract is likely to
  result in a loss in excess of reserves which is not fully
  reflected on the Company Reports.
  
       SECTION 5.11  LITIGATION.
  
       Except as set forth in Schedule 5.11 of the Company
  Disclosure Schedule, there is no suit, claim, action, proceeding
  or investigation pending or to the Company's Knowledge,
  threatened against the Company or any Company Subsidiary that
  could reasonably be expected to cause, individually, a loss to
  the Company or any Company Subsidiary in excess of $50,000, or in
  the aggregate, losses to the Company and the Company Subsidiaries
  in excess of $250,000, or materially impair the Company's ability
  to consummate the transactions contemplated herein.  The Company
  is not aware of any facts or circumstances which could reasonably
  be expected to result in the denial of insurance coverage under
  policies issued to the Company and Company Subsidiaries in
  respect of such suits, claims, actions, proceedings and
  investigations, except in any case as could not reasonably be
  expected to have, individually or in the aggregate, a Company
  Material Adverse Effect.  Neither the Company nor any Company
  Subsidiary is subject to any outstanding order, writ, injunction
  or decree which could reasonably be expected to have,
  individually or in the aggregate, a Company Material Adverse
  Effect or materially impair the Company's ability to consummate
  the transactions contemplated herein.
  
       SECTION 5.12  ENVIRONMENTAL MATTERS.
  
       Except as could not reasonably be expected to have,
  individually or in the aggregate, a Company Material Adverse
  Effect, (i) the Company and the Company Subsidiaries are in
  compliance with all applicable Environmental Laws and all Company
  Permits required by Environmental Laws; (ii) all past
  noncompliance of the Company or any Company Subsidiary with
  Environmental Laws or Environmental Permits has been resolved
  without any pending, ongoing or future obligation, cost or
  liability; (iii) neither the Company nor any Company Subsidiary
  has, and to the Company's Knowledge no other Person has, released
  a Hazardous Material at, or transported a Hazardous Material to
  or from, any real property currently or formerly owned, leased or
  occupied by the Company or any Company Subsidiary, in violation
  of any Environmental Law and (vi) neither the Company nor any
  Company Subsidiary has received any claim or written request for
  information, or been notified in writing that it is a potentially
  responsible party, under any Environmental Law or other written
  communication alleging that the Company or any Company Subsidiary
  may be in violation of, or liable under, any Environmental Law.
  
       SECTION 5.13  INTELLECTUAL PROPERTY.
  
       (a)  All trademarks, trade names, service marks, trade dress
  (whether or not registered), and all goodwill associated with any
  of the foregoing,  patents (including, without limitation, all
  U.S. and foreign patents, patent applications, patent disclosures
  and any and all divisions, continuations, continuations-in-part,
  re-issues, re-examinations and extensions thereof), Internet
  domain names, copyrights (whether or not registered), mask works
  and any renewal rights therefor, inventions (whether or not
  patented) technology, supplier lists, trade secrets, know-how,
  computer software programs or applications in both source and
  object code form, technical documentation of such software
  programs, databases, data, registrations and applications for any
  of the foregoing and all other tangible or intangible proprietary
  information or materials that are or have been used (including
  without limitation in the development of) in the Company's or any
  Company Subsidiaries' business and/or in any product, technology
  or process (i) currently being or formerly manufactured,
  published or marketed by the Company or a Company Subsidiary or
  (ii) previously or currently under development for possible
  future manufacturing, publication, marketing or other use by the
  Company or the Company Subsidiaries are hereinafter referred to
  as the "COMPANY INTELLECTUAL PROPERTY."
  
       (b)  Schedule 5.13(b) of the Company Disclosure Schedule
  contains a true and complete list of the Company's and the
  Company Subsidiaries' patents, patent applications, trademarks,
  trademark applications, trade names, service marks, service mark
  applications, Internet domain names, Internet domain name
  applications, copyrights and copyright registrations and
  applications, all of the foregoing existing anywhere in the
  world, owned by the Company or any Company Subsidiary.  All of
  the Company's and the Company Subsidiaries' patents,
  registrations, trademark registrations and copyright
  registrations are enforceable and subsisting in all material
  respects, and remain in good standing with all fees and filings
  that are due as of the Closing having been made as of the
  Closing.
  
       (c)  The Company Intellectual Property consists solely of
  items and rights which are: (i) owned by the Company or any
  Company Subsidiary; or (ii) in the public domain; or (iii)
  jointly owned between the Company or a Company Subsidiary and a
  customer or vendor pursuant to the terms of an agreement between
  the Company and its Subsidiaries and such customer or vendor; or
  (iv) rightfully used by the Company or any Company Subsidiary
  pursuant to a valid and enforceable license (the "COMPANY
  LICENSED INTELLECTUAL PROPERTY"), the parties, date and subject
  matter of each such material license agreement and each material
  agreement in which the Company or a Company Subsidiary is the
  licensee or owner of the subject rights in the agreement being
  set forth on Schedule 5.13(c) of the Company Disclosure Schedule.
  Except as described in Schedule 5.13(c) of the Company Disclosure
  Schedule, the Company and its Subsidiaries have all rights in
  Company Intellectual Property and Company Licensed Intellectual
  Property.  The Company or its Subsidiaries have all rights to
  Company Intellectual Property necessary to carry out the
  Company's and the Company Subsidiaries' current activities and
  the Company's and the Company Subsidiaries' future activities to
  the extent such future activities are already planned, including
  without limitation, to the extent required to carry out such
  activities, rights to make, have made, use, import, export,
  reproduce, modify, adapt, create derivative works based on,
  translate, distribute (directly and indirectly), transmit,
  display and perform publicly, license, sublicense, rent and lease
  and, other than with respect to the Company Licensed Intellectual
  Property, assign and sell, the Company Intellectual Property.
  
       (d)  The reproduction, manufacturing, distribution,
  licensing, sublicensing or sale of any Company Intellectual
  Property, product, service, work, technology or process as now
  used or offered or proposed for use, licensing or sale by the
  Company or any Company Subsidiary and which are material to the
  Company's or the Company Subsidiaries' business does not infringe
  on any patent, copyright, trademark, service mark, trade name,
  trade dress, firm name, Internet domain name, logo, trade dress,
  mask work or other proprietary right of any Person and does not
  constitute a misappropriation of any trade secret.  Except as set
  forth in Schedule 5.13(d) of the Company Disclosure Schedule, no
  claims (i) challenging the validity, effectiveness or ownership
  by the Company or the Company Subsidiaries of any of the Company
  Intellectual Property, or (ii) to the effect that the use,
  distribution, licensing, sublicensing or sale of the Company
  Intellectual Property, product, service, work, technology or
  process as now used or offered by the Company or any Company
  Subsidiary, their agents or the intended use by their customers
  infringes or will infringe on any intellectual property or other
  proprietary right of any Person have been asserted or, to the
  Company's Knowledge, are threatened by any Person or have been
  made or threatened by any Person against the Company or the
  Company Subsidiaries or a distributor of any Company Subsidiary,
  nor are there, to the Company's Knowledge, any valid grounds for
  any bona fide claim of any such kind in all cases, except for
  those claims that would not have a Company Material Adverse
  Effect.  Except as set forth in Schedule 5.13(d) of the Company
  Disclosure Schedule, to the Company's Knowledge, there is no
  unauthorized use, infringement or misappropriation from the
  Company or any Subsidiary of the Company Intellectual Property or
  the Company Licensed Intellectual Property by any third party,
  employee or former employee.
  
       e)   Except as set forth in Schedule 5.13(e) of the Company
  Disclosure Schedule, neither the Company nor any Company
  Subsidiary is, or as a result of the execution or delivery of
  this Agreement, or performance of the Company's obligations
  hereunder, will be, in violation of any material license,
  sublicense, agreement or instrument to which the Company or any
  Company Subsidiary is a party or otherwise bound, nor will
  execution or delivery of this Agreement, or performance of the
  Company's obligations or the obligations of any Company
  Subsidiary hereunder, cause the diminution, termination or
  forfeiture of any material Company Intellectual Property, except
  in all cases for violations, diminutions, terminations or
  forfeitures that would not reasonably be expected to have a
  Company Material Adverse Effect.
  
       SECTION 5.14  TAXES.
  
       Except as set forth on Schedule 5.14 of the Company
  Disclosure Schedule or in those instances that would not result
  in a Company Material Adverse Effect:
  
            (a)  the Company and each of the Company Subsidiaries,
       and any consolidated, combined, unitary or aggregate group
       for Tax purposes of which the Company or any Company
       Subsidiary is or has been a member, have properly completed
       in all material respects and timely filed all Tax Returns
       required to be filed by them and have paid all Taxes shown
       thereon to be due.  The Company has provided adequate
       accruals in accordance with U.S. GAAP in its March 31, 1999
       balance sheet contained in the Company Reports (the "1999
       BALANCE SHEET") for any Taxes that have not been paid,
       whether or not shown as being due on any Tax Returns, and
       the Company and the Company Subsidiaries have no material
       liability for unpaid Taxes accruing after March 31, 1999;
  
            (b)  there is (i) no material claim for Taxes that is a
       lien against the property of the Company or any Company
       Subsidiary or is being asserted against the Company or any
       Company Subsidiary other than liens for Taxes not yet due
       and payable, (ii) no audit of any Tax Return of the Company
       or any Company Subsidiary being conducted by a Tax
       Authority; and (iii) no extension of the statute of
       limitations on the assessment of any Taxes granted by the
       Company or any Company Subsidiary and currently in effect.
  
            (c)  without giving effect to the transactions
       contemplated by this Agreement, there has been no change in
       ownership of the Company or any Company Subsidiaries that
       has caused the utilization of any losses of such entities to
       be limited pursuant to Section 382 of the Code, and any loss
       carryovers reflected on the 1999 Balance Sheet are properly
       computed and reflected;
  
            (d)  the Company and the Company Subsidiaries are not
       and will not be required to include any material adjustment
       in taxable income for Tax period (or portion thereof)
       pursuant to Section 481 or 263A of the Code or any
       comparable provision under state or foreign Tax laws as a
       result of transactions, events or accounting methods
       employed prior to the Merger;
  
            (e)  neither the Company nor any Company Subsidiary has
       filed or will file any consent to have the provisions of
       Section 341(f)(2) of the Code (or comparable provisions of
       any state Tax laws) apply to the Company or any Company
       Subsidiary;
  
            (f)  neither the Company nor any Company Subsidiary is
       a party to any Tax sharing or Tax allocation agreement nor
       does the Company or any Company Subsidiary have any
       liability or potential liability to another party under any
       such agreement;
  
            (g)  the Company and each Company Subsidiary has in its
       possession receipts for any Taxes paid to foreign Tax
       authorities.  Neither the Company nor any Company Subsidiary
       has ever been a "personal holding company" within the
       meaning of Section 542 of the Code or a "United States real
       property holding corporation" within the meaning of
       Section 897 of the Code.
  
            (h)  each of the Company and the Company Subsidiaries
       has disclosed on federal income Tax Returns all positions
       taken therein that could give rise to a substantial
       understatement of federal income Tax within the meaning of
       Code  6662.
  
            (i)  none of the Company and the Company Subsidiaries
       (A) has been a member of an affiliated group filing a
       consolidated federal income Tax Return (other than as a
       group the common parent of which was the Company), or (B)
       has any liability for the Taxes of any Person under
       Regulation  1. 1502-6 (or any similar provision of state,
       local, or foreign law) as a transferee or successor, by
       contract or otherwise.
  
  
       SECTION 5.15  INSURANCE.
  
       The Company has heretofore furnished to Parent a complete
  and correct list as of the date hereof of all insurance policies
  maintained by the Company or the Company Subsidiaries, and has
  made available to Parent complete and correct copies of all such
  policies, together with all riders and amendments thereto.  All
  such policies are in full force and effect and all premiums due
  thereon have been paid to the date hereof.  The Company and the
  Company Subsidiaries have complied in all material respects with
  the terms of such policies.  As of the date of this Agreement,
  the Company's annual insurance premium for directors' and
  officers' liability insurance is $65,000.
  
       SECTION 5.16  PROPERTIES.
  
       Except as set forth in Schedule 5.16 of the Company
  Disclosure Schedule, the Company and the Company Subsidiaries
  have good and valid title, free and clear of all Encumbrances,
  except for Permitted Encumbrances, to all their properties and
  assets having a fair market value in excess of $50,000
  individually or $250,000 in the aggregate, whether tangible or
  intangible, real, personal or mixed, reflected in the Company's
  consolidated financial statements contained in the Company's
  Annual Report on Form 10-K for the period ended March 31, 1999 as
  being owned by the Company and the Company Subsidiaries as of the
  date thereof, other than (i) any properties or assets that have
  been sold or otherwise disposed of in the ordinary course of
  business since the date of such financial statements, (ii) liens
  disclosed in the notes to such financial statements and (iii)
  liens arising in the ordinary course of business after the date
  of such financial statements.  All buildings, and all fixtures,
  equipment and other property and assets with a fair market value
  in excess of $50,000 individually or $250,000 in the aggregate,
  held under leases or sub-leases by the Company or any Company
  Subsidiary are held under valid instruments enforceable in
  accordance with their respective terms, subject to applicable
  laws of bankruptcy, insolvency or similar laws relating to
  creditors' rights generally and to general principles of equity
  (whether applied in a proceeding in law or equity).  Except where
  the failure to so maintain would not have a Company Material
  Adverse Effect, all of the Company's and the Company
  Subsidiaries' equipment in regular use has been reasonably
  maintained and is in serviceable condition, reasonable wear and
  tear excepted.  Except as set forth on Schedule 5.16 of the
  Company Disclosure Schedule, there are no condemnation
  proceedings, or eminent domain proceedings of any kind pending,
  or to the Company's Knowledge, threatened against any real
  property which is owned, leased, subleased, occupied or used by
  the Company or any of the Company Subsidiaries.
  
       SECTION 5.17  AFFILIATES.
  
       Schedule 5.17 of the Company Disclosure Schedule sets forth
  the names and addresses of each Person who is, in the Company's
  reasonable judgment, an "affiliate" (as such term is used in
  Rule 145 under the Securities Act) of the Company.  To the
  Company's Knowledge, except as disclosed in Schedule 5.17 of the
  Company Disclosure Schedule, no Affiliate of the Company:  (a)
  has a financial interest in a competitor, supplier or customer of
  the Company or any Company Affiliate (except for interests
  representing less than two and one half percent (2.5%) of the
  outstanding capital stock of any competing business that is
  publicly traded on any recognized exchange or in the over-the-
  counter market), (b) owns any property necessary for the
  operations of the Company or any other Company Affiliate or (c)
  has any claim against the Company or any Affiliate of the Company
  outside the normal course of business.  The Company shall use its
  reasonable efforts to cause each Person who is so identified as
  an Affiliate to deliver to Parent on or prior to the Effective
  Time an appropriate letter agreement in connection with
  restrictions on Affiliates under Rule 145 of the Securities Act.
  
       SECTION 5.18  OPINION OF FINANCIAL ADVISOR.
  
       The Company Financial Advisor has delivered to the Board of
  Directors of the Company its opinion to the effect that, as of
  the date of this Agreement, the Exchange Ratio is fair, from a
  financial point of view, to the holders of the Company Common
  Stock (other than Parent and its Affiliates).  The Company will
  deliver a copy of such opinion to Parent within five Business
  Days of the date of this Agreement.
  
       SECTION 5.19  BROKERS.
  
       No broker, finder or investment banker (other than the
  Company Financial Advisor) is entitled to any brokerage, finder's
  or other fee or commission in connection with the Merger based
  upon arrangements made by or on behalf of the Company.  The
  Company has heretofore made available to Parent true, complete
  and correct copies of all agreements between the Company and
  Company Financial Advisor pursuant to which such firm would be
  entitled to any payment relating to the Merger or any other
  transaction.
  
       SECTION 5.20  CERTAIN BUSINESS PRACTICES.
  
       Neither the Company nor any Company Subsidiary nor any
  directors, officers, agents or employees of the Company or any
  Company Subsidiary (in their capacities as such) has (i) used any
  funds for unlawful contributions, gifts, entertainment or other
  unlawful expenses relating to political activity or (ii) made any
  unlawful payment to foreign or domestic government officials or
  employees or to foreign or domestic political parties or
  campaigns or violated any provision of the Foreign Corrupt
  Practices Act of 1977, as amended.  To the Company's Knowledge,
  there is no pending claim or investigation with respect to the
  matter set forth in the preceding sentence against the Company,
  any Company Subsidiary or any of their respective directors,
  officers, agents or employees.
  
       SECTION 5.21  BUSINESS ACTIVITY RESTRICTION.
  
       Except as set forth in Schedule 5.21 of the Company
  Disclosure Schedule, there is no non-competition or other similar
  agreement, commitment, judgment, injunction, order or decree to
  which the Company or any Company Subsidiary is a party or subject
  to that has or could reasonably be expected to have the effect of
  prohibiting or impairing the conduct of business by the Company.
  Except as set forth in Schedule 5.21 of the Company Disclosure
  Schedule, neither the Company nor any Company Subsidiary has
  entered into any material agreement under which the Company or
  any Company Subsidiary is restricted from selling, licensing or
  otherwise distributing any of its technology or products intended
  for distribution to, or providing services to, customers or
  potential customers or any class of customers, in any geographic
  area, during any period of time or in any segment of the market
  or line of business.
  
       SECTION 5.22  STATE TAKEOVER STATUTES; DISSENTERS' RIGHTS;
  RIGHTS AGREEMENT.
  
       (a)  The Board of Directors of the Company has approved this
  Agreement and the consummation of the transactions contemplated
  by this Agreement.  To the Company's Knowledge, no other "Fair
  Price", "Moratorium", "Control Share Acquisition", or other anti-
  takeover statute or similar statute or regulation, applies or
  purports to apply this Agreement or the Offer, the Merger or the
  other transactions contemplated by this Agreement.  Holders of
  Company Common Stock do not have dissenters' rights in connection
  with the Offer.
  
       (b)  The Company will amend, within two Business Days of the
  date of this Agreement, the Rights Agreement to provide that
  neither Parent nor any of its Affiliates will become an Acquiring
  Person (as defined in the Rights Agreement), that no Distribution
  Date or Shares Acquisition Date (each as defined in the Rights
  Agreement) will occur, and that the Rights will not separate from
  the underlying shares of Company Common Stock or give the holders
  thereof the right to acquire securities of any party hereto, in
  each case as a result of the execution, delivery or performance
  of this Agreement or the consummation of the Offer, the Merger or
  the other transactions contemplated by this Agreement.
  
       SECTION 5.23  TAX FREE REORGANIZATION.
  
       The Company is aware of no circumstances or events that
  would prevent the Merger from being treated as a tax-free
  reorganization pursuant to Section 368(a) of the Code.
  
       SECTION 5.24  VOTING REQUIREMENTS.
  
       In the event that Section 253 of the DGCL and Section 905 of
  BCL are inapplicable and unavailable to effectuate the Merger,
  the Company Shareholder Vote is the only vote of the holders of
  the Company's capital stock necessary to approve and adopt this
  Agreement and the transactions contemplated hereby.
  
                             ARTICLE VI
  
                   REPRESENTATIONS AND WARRANTIES
                      OF PARENT AND MERGER SUB
  
       Each of Parent and Merger Sub hereby represents and warrants
  to the Company all such exceptions to be referenced to a specific
  representation set forth in this Article VI, that:
  
       SECTION 6.01  ORGANIZATION AND QUALIFICATION; SUBSIDIARIES.
  
       (a)  Each of Parent and Merger Sub has been duly organized
  and is validly existing and in good standing (to the extent
  applicable) under the laws of the jurisdiction of its
  incorporation and has the requisite corporate power and authority
  and all necessary governmental approvals to own, lease and
  operate its properties and to carry on its business as it is now
  being conducted.
  
       SECTION 6.02  CERTIFICATE OF INCORPORATION AND BYLAWS.
  
       The copies of each of Parent's and Merger Sub's certificate
  of incorporation and bylaws previously provided to the Company by
  Parent are true, complete and correct copies thereof.  Such
  certificates of incorporation and bylaws are in full force and
  effect.  Parent is not in violation of any of the provisions of
  its certificate of incorporation or bylaws.
  
       SECTION 6.03  CAPITALIZATION.
  
       The authorized capital stock of Parent consists of
  200,000,000 shares of Parent Common Stock and 10,000,000 shares
  of preferred stock, $1.00 par value per share.  As of
  May 31, 2000, 69,892,122 shares of Parent Common Stock are issued
  and outstanding, all of which are validly issued, fully paid and
  nonassessable.  All shares of Parent Common Stock subject to
  issuance as aforesaid, upon issuance prior to the Effective Time
  on the terms and conditions specified in the instruments pursuant
  to which they are issuable, will be duly authorized, validly
  issued, fully paid and nonassessable.  Each outstanding share of
  capital stock of each Merger Sub is duly authorized, validly
  issued, fully paid and nonassessable and each such share owned by
  Parent or another Merger Sub is free and clear of all security
  interests, liens, claims, pledges, options, rights of first
  refusal, agreements, limitations on Parent's or such other Merger
  Sub's voting rights, charges and other encumbrances of any nature
  whatsoever.
  
       SECTION 6.04  AUTHORITY RELATIVE TO THIS AGREEMENT.
  
       Each of Parent and Merger Sub has all necessary corporate
  power and authority to execute and deliver this Agreement, to
  perform its obligations hereunder and to consummate the
  transactions contemplated hereby.  The execution and delivery of
  this Agreement by each of Parent and Merger Sub and the
  consummation by Parent and Merger Sub of the transactions
  contemplated hereby have been duly and validly authorized by all
  necessary corporate action, and no other corporate proceedings on
  the part of Parent or Merger Sub are necessary to authorize this
  Agreement or to consummate the transactions contemplated herein
  (other than the consent of Parent as sole shareholder of Merger
  Sub).  This Agreement has been duly executed and delivered by
  each of Parent and Merger Sub and, assuming the due
  authorization, execution and delivery by the Company, constitutes
  a legal, valid and binding obligation of each of Parent and
  Merger Sub enforceable against Parent and Merger Sub in
  accordance with its terms except to the extent that
  enforceability thereof may be limited by applicable bankruptcy,
  insolvency, reorganization and other similar laws affecting the
  enforcement of creditors' rights generally and by principles of
  equity regarding the availability of remedies.
  
       SECTION 6.05  NO CONFLICT; REQUIRED FILINGS AND CONSENTS.
  
       (a)  The execution and delivery of this Agreement by Parent
  and Merger Sub do not, and the performance by Parent and Merger
  Sub of their obligations hereunder and the consummation of the
  Merger will not, (i) conflict with or violate any provision of
  the certificate of incorporation or bylaws of Parent or Merger
  Sub or (ii) assuming that all consents, approvals, authorizations
  and permits described in Section 6.05(b) have been obtained and
  all filings and notifications described in Section 6.05(b) have
  been made, conflict with or violate in any material respect any
  Law applicable to Parent or Merger Sub or by which any property
  or asset of Parent or Merger Sub is bound or affected.
  
       (b)  The execution and delivery of this Agreement by Parent
  and Merger Sub do not, and the performance by Parent and Merger
  Sub of their obligations hereunder and the consummation of the
  Merger will not, require any consent, approval, authorization or
  permit of, or filing by Parent with or notification by Parent to,
  any Governmental Entity, except pursuant to applicable
  requirements of the premerger notification requirements of the
  HSR Act, if any, and the filing and recordation of the
  Certificate of Merger as required by the BCL and the DGCL.  There
  are no actions, proceedings, (other than any possible HSR Act
  proceeding), investigations or surveys pending or, to the
  knowledge of Parent, threatened against Parent or Merger Sub that
  could reasonably be expected to result in the delay or
  prohibition of the transactions contemplated by this Agreement.
  
  
       SECTION 6.06  TAX FREE REORGANIZATION.
  
       Neither Parent nor Merger Sub is aware of any circumstance
  or event that would prevent the Merger from being treated as a
  tax-free reorganization pursuant to Section 368(a) of the Code.
  
       SECTION 6.07  PERMITS; COMPLIANCE WITH LAWS.
  
       Parent and the Merger Sub are in possession of all material
  franchises, grants, authorizations, licenses, establishment
  registrations, product listings, permits, approvals and orders of
  any Governmental Entity necessary for Parent or Merger Sub to
  own, lease and operate its properties and assets or otherwise to
  carry on its business as it is now being conducted (collectively,
  the "PARENT PERMITS"), and, as of the date of this Agreement,
  none of the Parent Permits has been suspended or cancelled nor is
  any such suspension or cancellation pending or, to the knowledge
  of Parent, threatened.  Neither Parent nor Merger Sub is in
  conflict with, or in default or violation of, (i) any Law
  applicable to Parent or Merger Sub or by which any property or
  asset of Parent or Merger Sub is bound or affected or (ii) any
  Parent Permits, except for such conflicts, defaults or violations
  that could not reasonably be expected to have, individually or in
  the aggregate, a Parent Material Adverse Effect.  Since
  December 31, 1999 neither Parent nor Merger Sub has received from
  any Governmental Entity any written notification with respect to
  possible conflicts, defaults or violations of Laws other than
  conflicts, defaults or violations that would not have,
  individually or in the aggregate, a Parent Material Adverse
  Effect.
  
       SECTION 6.08  ABSENCE OF CERTAIN CHANGES OR EVENTS.
  
       Except as otherwise set forth in Parents Reports, since
  December 31, 1999, Parent and the Parent Subsidiaries have
  conducted their businesses only in the ordinary course consistent
  with past practice and, since such date there has not been any
  Parent Material Adverse Effect.
  
       SECTION 6.09  SEC FILINGS; FINANCIAL STATEMENTS.
  
       (a)  Parent has timely filed all forms, reports, statements
  and documents required to be filed by it with the SEC and the
  NYSE since December 31, 1996 (collectively, together with any
  such forms, reports, statements and documents Parent may file
  subsequent to the date hereof until the Closing, the "PARENT
  REPORTS").  Each Parent Report (i) was prepared in accordance
  with the requirements of the Securities Act, the Exchange Act or
  the NYSE, as the case may be, and (ii) did not at the time it was
  filed contain any untrue statement of a material fact or omit to
  state a material fact required to be stated therein or necessary
  in order to make the statements made therein, in the light of the
  circumstances under which they were made, not misleading.  Each
  form, report, statement and document referred to in this
  paragraph was prepared in all material respects in accordance
  with the requirements of applicable Law.  Merger Sub is not
  subject to the periodic reporting requirements of the Exchange
  Act or required to file any form, report or other document with
  the SEC, the NYSE, any other stock exchange or any other
  comparable Governmental Entity.
  
       (b)  Each of the consolidated financial statements
  (including, in each case, any notes thereto) contained in the
  Parent Reports was prepared in accordance with U.S. GAAP applied
  on a consistent basis throughout the periods indicated (except as
  may be indicated in the notes thereto) and each presented fairly
  the consolidated financial position of Parent and the Parent
  Subsidiaries as at the respective dates thereof, and their
  consolidated results of operations, stockholders' equity and cash
  flows for the respective periods indicated therein, except as
  otherwise noted therein (subject, in the case of unaudited
  statements, to normal and recurring immaterial year-end
  adjustments).
  
       (c)  Except as and to the extent set forth or reserved
  against on the consolidated balance sheet of Parent and the
  Merger Sub as of December 31, 1999 as reported in the Parent
  Reports, neither Parent nor Merger Sub has any liabilities or
  obligations of any nature (whether accrued, absolute, contingent
  or otherwise) that would be required to be reflected on a balance
  sheet or in notes thereto prepared in accordance with U.S. GAAP,
  except for liabilities or obligations incurred in the ordinary
  course of business consistent with past practice since
  December 31, 1999.
  
       SECTION 6.10  BROKERS.
  
       No broker, finder or investment banker (other than Salomon
  Smith Barney (the "PARENT FINANCIAL ADVISOR")) is entitled to any
  brokerage, finder's or other fee or commission in connection with
  the Merger based upon arrangements made by or on behalf of
  Parent.
  
       SECTION 6.11  ISSUANCE OF PARENT COMMON STOCK.
  
       The shares of Parent Common Stock to be issued in connection
  with the Merger have been duly authorized and, when issued as
  contemplated by this Agreement, will be duly authorized, validly
  issued, fully paid and non-assessable, free of any preemptive
  rights created by Law, the certificate of incorporation of
  Parent, the bylaws of Parent or any agreement to which Parent or
  Merger Sub is a party or by which Parent or Merger Sub is bound
  and will be registered under the Securities Act and registered or
  exempt from registration under applicable Blue Sky Laws and
  listed on the NYSE.
  
       SECTION 6.12  COMPANY STOCK.
  
       Neither Parent, Merger Sub nor any subsidiary of the Parent
  or Merger Sub owns any capital stock of any class of the Company,
  either directly or indirectly, or any rights to acquire or
  dispose of any capital stock of any class of the Company, the
  ownership of which would adversely affect the intended tax-free
  nature of the transaction contemplated hereby.
  
       SECTION 6.13  TAXES.
  
       Representations made in this Section 6.13 shall not be
  applicable unless a breach would give rise to a Parent Material
  Adverse Effect:
  
       (a)  Parent and Merger Sub, and any consolidated, combined,
  unitary or aggregate group for Tax purposes of which Parent or
  Merger Sub is or has been a member, have properly completed in
  all material respects and timely filed all Tax Returns required
  to be filed by them and have paid all Taxes shown thereon to be
  due.  Parent has provided adequate accruals in accordance with
  U.S. GAAP in its December 31, 1999 balance sheet contained in the
  Parent Reports (the "1999 BALANCE SHEET") for any Taxes that have
  not been paid, whether or not shown as being due on any Tax
  Returns, and Parent and Merger Sub have no material liability for
  unpaid Taxes accruing after December 31, 1999; and
  
       (b)  there is (i) no material claim for Taxes that is a lien
  against the property of Parent or Merger Sub or is being asserted
  against Parent or Merger Sub other than liens for Taxes not yet
  due and payable, (ii) no audit of any Tax Return of Parent or
  Merger Sub being conducted by a Tax Authority; and (iii) no
  extension of the statute of limitations on the assessment of any
  Taxes granted by Parent or Merger Sub and currently in effect.
  
       SECTION 6.14  INFORMATION SUPPLIED.
  
       Neither the Offer Documents nor the Registration Statement
  or the Post-Effective Amendment, nor any of the information
  supplied or to be supplied by Parent or its Subsidiaries or
  representatives for inclusion or incorporation by reference in
  the Schedule 14D-9 or the Company Proxy Statement will, at the
  respective times any such documents or any amendments or
  supplements thereto are filed with the SEC, are first published,
  sent or given to shareholders or become effective under the
  Securities Act or the Exchange Act, as applicable, or, in the
  case of the Company Proxy Statement, at the time of the Company
  Stockholders Meeting, contain any untrue statement of a material
  fact or omit to state any material fact required to be stated
  therein or necessary to make the statements therein, in light of
  the circumstances under which they are made, not misleading. The
  Offer Documents and the Registration Statement and the Post-
  Effective Amendment will comply as to form in all material
  respects with the requirements of all applicable laws, including
  the Securities Act and the Exchange Act, as applicable.  No
  representation or warranty is made by Parent or Merger Sub with
  respect to statements made or incorporated by reference therein
  based on information supplied by the Company for inclusion or
  incorporation by reference therein.
  
                             ARTICLE VII
  
                              COVENANTS
  
       SECTION 7.01  CONDUCT OF BUSINESS BY COMPANY PENDING THE
  CLOSING.
  
       The Company agrees that, between the date of this Agreement
  and the Effective Time, unless Parent shall otherwise agree in
  writing, or except as set forth in Schedule 7.01 of the Company
  Disclosure Schedule or as otherwise provided for in this
  Agreement (x) the respective businesses of the Company and the
  Company Subsidiaries shall be conducted only in, and the Company
  and the Company Subsidiaries shall not take any action except in,
  the ordinary course of business consistent with past practice and
  (y) the Company shall use all reasonable efforts to keep
  available the services of such of the current officers,
  significant employees and consultants of the Company and the
  Company Subsidiaries and to preserve the current business
  relationships of the Company and the Company Subsidiaries with
  such of the corporate partners, customers, suppliers and other
  Persons with which the Company or any Company Subsidiary has
  significant business relations in order to preserve substantially
  intact its business organization; provided, however, that the
  loss of any officers (other than any officer named on
  Schedule 7.01 (other than by way of death or disability)),
  employees, consultants, corporate partners, customers (exclusive
  of any customer with which the Company or any Company Subsidiary
  has in effect a contract representing annual revenue to the
  Company or such Company Subsidiary in excess of $15,000,000 per
  annum), suppliers or other Persons prior to the Effective Time
  shall not constitute a breach of this Section 7.01 unless such
  loss would have a Company Material Adverse Effect.  Without
  limitation, neither the Company nor any Company Subsidiary shall,
  between the date of this Agreement and the Effective Time, except
  as set forth in Schedule 7.01 of the Company Disclosure
  Schedule or as otherwise provided for in this Agreement, directly
  or indirectly, do, or agree to do, any of the following without
  the prior written consent of Parent:
  
            (a)  amend or otherwise change its certificate of
       incorporation or bylaws or equivalent organizational
       documents;
  
            (b)  issue, sell, pledge, dispose of, grant, transfer,
       lease, license, guarantee or encumber, or authorize the
       issuance, sale, pledge, disposition, grant, transfer, lease,
       license or encumbrance of, (i) any shares of capital stock
       of the Company or any Company Subsidiary of any class, or
       securities convertible into or exchangeable or exercisable
       for any shares of such capital stock, or any options,
       warrants or other rights of any kind to acquire any shares
       of such capital stock, or any other ownership interest
       (including, without limitation, any phantom interest), of
       the Company or any Company Subsidiary, other than the
       issuance of shares of Company Common Stock pursuant to the
       exercise of stock options therefor outstanding as of the
       date of this Agreement or the grant after the date hereof of
       Company Stock Options to newly hired employees, whether or
       not granted pursuant to any Company Stock Plans, in the
       ordinary course of business consistent with past practice
       and in each case subject to the prior approval of Parent
       before grant (provided, that such additional amount of
       Company Common Stock subject to such Company Stock Options
       shall not exceed 25,000 shares in the aggregate), and the
       issuance of shares of the Company Common Stock pursuant to
       such options or (ii) any material property or assets of the
       Company or any Company Subsidiary except (A) transactions
       pursuant to existing contracts, (B) transactions in the
       ordinary course of business consistent with past practice
       and (C) shares of Company Common Stock issued pursuant to
       the Company ESPP in the ordinary course of business
       consistent with past practice (provided, that the Company
       shall take all necessary action to suspend offering of
       shares under the Company ESPP as of July 1, 2000);
  
            (c)  (i) acquire (including, without limitation, by
       merger, consolidation, or acquisition of stock or assets)
       any interest in any Person or any division thereof, other
       than the purchase of assets in the ordinary course of
       business consistent with past practice; (ii) incur any
       indebtedness for borrowed money (other than indebtedness
       with respect to working capital in amounts consistent with
       past practice) or issue any debt securities or assume,
       guarantee or endorse, or otherwise as an accommodation
       become responsible for, the obligations of any Person (other
       than a Company Subsidiary) for borrowed money or make any
       loans or advances material to the business, assets,
       liabilities, financial condition or results of operations of
       the Company and the Company Subsidiaries, taken as a whole;
       (iii) terminate, cancel or request any material change in,
       or agree to any material change in, any Company Material
       Contract or other material License Agreement (it being
       understood that no consent of Parent shall be required for
       the Company to enter into any enhancement of such agreements
       or additional agreements in the ordinary course of
       business); (iv) make or authorize any capital expenditure,
       other than capital expenditures in the ordinary course of
       business consistent with past practice that are not, in the
       aggregate, in excess of $500,000 for the Company and the
       Company Subsidiaries taken as a whole; or (v) enter into or
       amend any contract, agreement, commitment or arrangement
       that, if fully performed, would not be permitted under this
       Section 7.01(c).  Notwithstanding anything to the contrary
       contained herein, the Company may, subject to approval of
       its shareholders, add up to 350,000 shares to the plan
       reserve under the Company Stock Plans;
  
            (d)  except as otherwise provided in this Agreement,
       declare, set aside, make or pay any dividend or other
       distribution, payable in cash, stock, property or otherwise,
       with respect to any of its capital stock, except that any
       Company Subsidiary may pay dividends or make other
       distributions to the Company or any other Company
       Subsidiary;
  
            (e)  except as otherwise provided in this Agreement,
       reclassify, combine, split, subdivide or redeem, purchase or
       otherwise acquire, directly or indirectly, any of its
       capital stock except repurchases of unvested shares at cost
       in connection with the termination of the employment
       relationship with any employee pursuant to stock option or
       purchase agreements in effect on the date hereof;
  
            (f)  except as otherwise provided in this Agreement,
       amend or change the period (or permit any acceleration,
       amendment or change) of exercisability of options granted
       under the Company Stock Plans or authorize cash payments in
       exchange for any Company Stock Options granted under any of
       such plans;
  
            (g)  amend the terms of, repurchase, redeem or
       otherwise acquire, or permit any Company Subsidiary to
       repurchase, redeem or otherwise acquire, any of its
       securities or any securities of any Company Subsidiary;
  
            (h)  except as set forth in Section 7.08, increase the
       compensation payable or to become payable to its directors,
       officers, consultants or employees, grant any rights to
       severance or termination pay to, or enter into any
       employment or severance agreement, except as required by the
       terms of this Agreement, which provides benefits upon a
       change in control of the Company that would be triggered by
       the Merger with, any director, officer, consultant or other
       employee of the Company or any Company Subsidiary who is not
       currently entitled to such benefits from the Merger,
       establish, adopt, enter into or amend any collective
       bargaining, bonus, profit sharing, thrift, compensation,
       stock option, restricted stock, pension, retirement,
       deferred compensation, employment, termination, severance or
       other plan, agreement, trust, fund, policy or arrangement
       for the benefit of any director, officer, consultant or
       employee of the Company or any Company Subsidiary, except to
       the extent required by applicable Law or the terms of a
       collective bargaining agreement, or enter into or amend any
       contract, agreement, commitment or arrangement between the
       Company or any Company Subsidiary and any of the Company's
       directors, officers, consultants or employees, except for
       increases in compensation paid and bonuses payable to
       Persons who are not directors of the Company in the ordinary
       course of business consistent with past practice;
  
            (i)  pay, discharge or satisfy any claims, liabilities
       or obligations (absolute, accrued, asserted or unasserted,
       contingent or otherwise), other than the payment, discharge
       or satisfaction of claims, liabilities or obligations (A) in
       the ordinary course of business and consistent with past
       practice or (B) claims, liabilities or obligations reflected
       on the Balance Sheet or (C) as otherwise set forth on
       Schedule 7.01 of the Company Disclosure Schedule;
  
            (j)  except as required by any Governmental Entity,
       make any material change with respect to the Company's
       accounting policies, principles, methods or procedures,
       including, without limitation, revenue recognition policies,
       other than as required by U.S. GAAP;
  
            (k)  make any material Tax election or settle or
       compromise any material Tax liability; or
  
            (l)  authorize or enter into any formal or informal
       agreement or otherwise make any commitment to do any of the
       foregoing or to take any action which would make any of the
       representations or warranties of the Company contained in
       this Agreement untrue or incorrect or prevent the Company
       from performing or cause the Company not to perform its
       covenants hereunder or result in any of the conditions to
       the Merger set forth herein not being satisfied.
  
       SECTION 7.02  NOTICES OF CERTAIN EVENTS.
  
       Each of Parent and the Company shall give prompt notice to
  the other of (i) any notice or other communication from any
  Person alleging that the consent of such Person is or may be
  required in connection with the Offer, the Merger or any other
  transactions contemplated by this Agreement; (ii) any notice or
  other communication from any Governmental Entity in connection
  with the Offer, the Merger or any other transactions contemplated
  by this Agreement; (iii) any actions, suits, claims,
  investigations or proceedings commenced or, to its knowledge,
  threatened against, relating to or involving or otherwise
  affecting Parent or the Parent Subsidiaries or the Company or the
  Company Subsidiaries, respectively, which, if pending on the date
  hereof, would have been required to have been disclosed in this
  Agreement, or that relate to the consummation of the Offer, the
  Merger or any other transactions contemplated by this Agreement;
  (iv) the occurrence of a default or event that, with the giving
  of notice or lapse of time or both, will become a default under
  any Company Material Contract; and (v) any change that could
  reasonably be expected to have a Parent Material Adverse Effect
  or a Company Material Adverse Effect, respectively, or to delay
  or impede the ability of either Parent or the Company,
  respectively, to perform their respective obligations pursuant to
  this Agreement and to effect the consummation of the Merger.
  
       SECTION 7.03  ACCESS TO INFORMATION; CONFIDENTIALITY.
  
       (a)  Except as required pursuant to any confidentiality
  agreement or similar agreement or arrangement to which Parent or
  the Company or any of the Parent Subsidiaries or the Company
  Subsidiaries is a party or pursuant to applicable Law or the
  regulations or requirements of any stock exchange or other
  regulatory organization with whose rules a party hereto is
  required to comply, from the date of this Agreement to the
  Effective Time, the Company shall (and shall cause the Company
  Subsidiaries, to) (i) provide to Parent (and its Representatives)
  access at reasonable times upon prior notice to its and its
  subsidiaries' officers, employees, agents, properties, offices
  and other facilities and to the books and records thereof, and
  (ii) furnish promptly such information concerning its and its
  subsidiaries' business, properties, contracts, assets,
  liabilities and personnel as Parent or its Representatives may
  reasonably request.  No investigation conducted pursuant to this
  Section 7.03 shall affect or be deemed to modify any
  representation or warranty made in this Agreement.
  
       (b)  The parties hereto shall comply with, and shall cause
  their respective Representatives to comply with, all of their
  respective obligations under the Confidentiality Agreement with
  respect to the information disclosed pursuant to this
  Section 7.03.
  
       SECTION 7.04  NO SOLICITATION OF TRANSACTIONS.
  
       The Company shall not, directly or indirectly, and shall
  cause its Representatives not to, directly or indirectly,
  solicit, initiate or encourage (including by way of furnishing
  nonpublic information), any inquiries or the making of any
  proposal or offer (including, without limitation, any proposal or
  offer to its stockholders) that constitutes, or may reasonably be
  expected to lead to, any Company Competing Transaction, or enter
  into or maintain or continue discussions or negotiate with any
  Person in furtherance of such inquiries or to obtain a Company
  Competing Transaction, or agree to or endorse any Company
  Competing Transaction, or authorize or permit any of the
  Company's Representatives or any Company Subsidiary, or any
  Representative retained by any Company's Subsidiary, to take any
  such action; provided, however, that nothing contained in this
  Section 7.04 shall prohibit the Board of Directors of the Company
  (i) from complying with Rule 14d-9 or 14e-2(a) promulgated under
  the Exchange Act with regard to a tender or exchange offer not
  made in violation of this Section 7.04 or (ii) prior to receipt
  of the approval by the stockholders of the Company of this
  Agreement and the Merger, if necessary, from providing
  information (subject to a confidentiality agreement at least as
  restrictive, in all material respects, as the Confidentiality
  Agreement) in connection with, and negotiating, another
  unsolicited, bona fide written proposal regarding a Company
  Competing Transaction that (A) the Company's Board of Directors
  shall have determined in good faith, after considering applicable
  Law, and after consulting with independent outside counsel, that
  such action is required in order for the Board of Directors of
  the Company to comply with its fiduciary duties to the Company's
  stockholders under applicable Law, (B) if any cash consideration
  is involved, shall not be subject to any financing contingency,
  and with respect to which the Company's Board of Directors shall
  have determined in the proper exercise of its fiduciary duties to
  the Company's stockholders that the acquiring party is reasonably
  capable of consummating such Company Competing Transaction on the
  terms proposed, and (C) the Company's Board of Directors shall
  have determined in its good faith judgment (after consulting with
  the Company's independent financial advisors of nationally
  recognized reputation) that such Company Competing Transaction
  provides greater value, in the aggregate, to the stockholders of
  the Company than the Merger (any such Company Competing
  Transaction being referred to herein as a "COMPANY SUPERIOR
  PROPOSAL").  The Company shall notify Parent promptly if any
  proposal or offer, or any inquiry or contact with any Person with
  respect thereto, regarding a Company Competing Transaction is
  made, such notice to include the identity of the Person making
  such proposal, offer, inquiry or contact, and the terms of such
  Company Competing Transaction.  The Company immediately shall
  cease and cause to be terminated all existing discussions or
  negotiations with any parties conducted heretofore with respect
  to a Company Competing Transaction.  The Company shall not
  release any third party from, or waive any provision of, any
  confidentiality or standstill agreement to which it is a party.
  
       SECTION 7.05  CONTROL OF OPERATIONS.
  
       Nothing contained in this Agreement shall give Parent,
  directly or indirectly, the right to control or direct the
  operations of the Company and the Company Subsidiaries prior to
  the Effective Time.  Prior to the Effective Time, the Company
  shall exercise, consistent with the terms and conditions of this
  Agreement, complete control and supervision over its operations.
  
       SECTION 7.06  FURTHER ACTION; CONSENTS; FILINGS.
  
       (a)  Upon the terms and subject to the conditions hereof,
  each of the parties hereto shall use all reasonable efforts to
  (i) take, or cause to be taken, all appropriate action, and do,
  or cause to be done, all things necessary, proper or advisable
  under applicable Law or otherwise to consummate and make
  effective the Offer and the Merger, (ii) obtain from Governmental
  Entities any consents, licenses, permits, waivers, approvals,
  authorizations or orders required to be obtained or made by
  Parent or the Company or any of their respective Subsidiaries in
  connection with the authorization, execution and delivery of this
  Agreement and the consummation of the Offer and the Merger and
  (iii) make all necessary filings, and thereafter make any other
  required or appropriate submissions, with respect to this
  Agreement, the Offer and the Merger required under (A) the rules
  and regulations of the NYSE and the ASE, (B) the Securities Act,
  the Exchange Act and any other applicable Federal or state
  securities Laws, (C) the HSR Act, if any, and (D) any other
  applicable Law.  The parties hereto shall cooperate and consult
  with each other in connection with the making of all such
  filings, including by providing copies of all such documents to
  the nonfiling parties and their advisors prior to filing, and
  none of the parties shall file any such document if any of the
  other parties shall have reasonably objected to the filing of
  such document.  No party shall consent to any voluntary extension
  of any statutory deadline or waiting period or to any voluntary
  delay of the consummation of the Offer or the Merger at the
  behest of any Governmental Entity without the consent and
  agreement of the other parties hereto, which consent shall not be
  unreasonably withheld or delayed.
  
       (b)  Each of the Company and Parent will give (or will cause
  their respective Subsidiaries to give) any notices to third
  Persons, and use, and cause their respective Subsidiaries to use,
  reasonable efforts to obtain any consents from third Persons
  necessary, proper or advisable to consummate the transactions
  contemplated by this Agreement.
  
       (c)  From the date of this Agreement until the Effective
  Time, each of the Company and Parent covenants and agrees that it
  will not:  (i) knowingly take any action that could reasonably be
  expected to prevent the Merger from constituting a transaction
  qualifying under Section 368(a) of the Code; or (ii) take any
  action which would make any of the representations or warranties
  made by it contained in this Agreement untrue and incorrect or
  prevent it from performing or cause it not to perform its
  covenants hereunder or result in any of the conditions to the
  Offer or the Merger set forth herein not being satisfied.
  
       (d)  Merger Sub will comply in all respects with
  Section 1602 of the BCL.
  
       (e)  Parent shall not file a request with the SEC to have
  the Registration Statement declared effective until after the day
  on which the waiting period under the HSR Act and any other
  applicable antitrust Laws expires or terminates.
  
       SECTION 7.07  ADDITIONAL REPORTS.
  
       The Company and Parent shall each furnish to the other
  copies of any reports of the type referred to in Sections 5.07
  and 6.09 which it files with the SEC on or after the date hereof,
  and the Company and Parent, as the case may be, covenant and
  warrant that as of the respective dates thereof, such reports
  will not contain any untrue statement of a material fact or omit
  to state a material fact required to be stated therein or
  necessary to make the statements therein, in light of the
  circumstances under which they were made, not misleading.  Any
  unaudited consolidated interim financial statements included in
  such reports (including any related notes and schedules) will
  fairly present the financial position of the Company and its
  consolidated Subsidiaries or Parent and its consolidated
  Subsidiaries, as the case may be, as of the dates thereof and the
  results of operations and changes in financial position or other
  information including therein for the periods or as of the date
  then ended (subject, where appropriate, to normal year-end
  adjustments), in each case in accordance with past practice and
  U.S. GAAP consistently applied during the periods involved
  (except as otherwise disclosed in the notes thereto).
  
       SECTION 7.08  EMPLOYEE RETENTION.
  
       The Company and the Company Subsidiaries shall use their
  best efforts to cause the employees of the Company and/or the
  Company Subsidiaries set forth on Schedule 7.08 to agree upon
  arrangements satisfactory to Parent and such employees for such
  employees to remain employed or engaged by the Surviving
  Corporation during a post-closing transition period to assist
  Parent in integrating the Surviving Corporation with the Parent.
  
       SECTION 7.09  THIRD PARTY CONSENTS.
  
       The Company shall use its commercially reasonable efforts to
  obtain the consent or approval or confirmation or other
  reasonable comfort of those persons listed on Schedule 7.09 with
  respect to the continuing relationship of the Company and such
  parties under existing contracts and arrangements following the
  Effective Time.
  
       SECTION 7.10  TAX-FREE TREATMENT.
  
       This Agreement is intended to constitute a "plan of
  reorganization" within the meaning of Section 1.368-2(g) of the
  income tax regulations promulgated under the Code.  From and
  after the date of this Agreement, each party hereto shall use its
  reasonable best efforts to cause the Offer and the Merger to
  qualify, and shall not, without the prior written consent of the
  other parties hereto, knowingly take any actions or cause any
  actions to be taken which could reasonably be expected to prevent
  the Offer and the Merger from qualifying as a reorganization
  under the provisions of Section 368 of the Code.  In the event
  that the Offer and the Merger shall fail to qualify as a
  reorganization under the provisions of Section 368, then the
  parties hereto agree to negotiate in good faith to restructure
  the Offer and the Merger in order that it shall qualify as a tax-
  free transaction under the Code.  Each party shall provide the
  other party with such representations as shall be reasonably
  requested in order to enable the respective counsel of such
  parties to render the tax opinions with respect to the Offer and
  the Merger constituting a "reorganization" within the meaning of
  Section 368 of the Code.  In the event counsel for either Parent
  or the Company is unable to render such opinion, respectively,
  then the parties hereto agree to negotiate in good faith to
  restructure the Offer and the Merger in order to permit each such
  counsel to render such opinion.  Following the Effective Time,
  and consistent with any such consent, neither the Surviving
  Corporation nor Parent nor any of their respective affiliates
  knowingly and voluntarily shall take any action or cause any
  action to be taken which could reasonably be expected to cause
  the Offer and the Merger to fail to qualify as a reorganization
  under Section 368 of the Code.
  
  
                            ARTICLE VIII
  
                        ADDITIONAL AGREEMENTS
  
       SECTION 8.01  REGISTRATION STATEMENT; PROXY STATEMENT.
  
       (a)  If approval of the Company's stockholders is required
  by applicable law in order to consummate the Merger other than
  pursuant to Section 253 of the DGCL and Section 905 of the BCL,
  following the acceptance for exchange of Shares pursuant to the
  Offer, Parent and the Company shall, as soon as practicable
  following the acceptance of Shares pursuant to the Offer, prepare
  and the Company shall file with the SEC the Company Proxy
  Statement and Parent and the Company shall prepare and Parent
  shall file with the SEC a post-effective amendment to the
  Registration Statement (the "POST-EFFECTIVE AMENDMENT") for the
  offer and sale of the Parent Common Stock pursuant to the Merger
  and in which the Company Proxy Statement will be included.  Each
  of the Company and Parent shall use all reasonable efforts to
  have the Post-Effective Amendment declared effective under the
  Securities Act as promptly as practicable after such filing, and,
  prior to the effective date of the Post-Effective Amendment,
  Parent shall, with the cooperation of the Company, take all
  action required under any applicable Laws in connection with the
  issuance of shares of Parent Common Stock pursuant to the Merger.
  The Company will use all reasonable efforts to cause the Company
  Proxy Statement to be mailed to the Company's stockholders as
  promptly as practicable after the Post-Effective Amendment is
  declared effective under the Securities Act.  Parent shall also
  take any action (other than qualifying to do business in any
  jurisdiction in which it is not now so qualified or to file a
  general consent to service of process) required to be taken under
  any applicable state securities Laws in connection with the
  issuance of Parent Common Stock in the Offer and the Merger, and
  the Company shall furnish all information concerning the Company
  and the holders of capital stock of the Company as may be
  reasonably requested in connection with any such action and the
  preparation, filing and distribution of the Company Proxy
  Statement.  No filing of, or amendment or supplement to, or
  correspondence to the SEC or its staff with respect to, the
  Registration Statement or the Post-Effective Amendment will be
  made by Parent, or the Company Proxy Statement will be made by
  the Company, without providing the other party a reasonable
  opportunity to review and comment thereon.  Parent will advise
  the Company, promptly after it receives notice thereof, of the
  time when the Post-Effective Amendment has become effective or
  any supplement or amendment has been filed, the issuance of any
  stop order, the suspension of the qualification of the Parent
  Common Stock issuable in connection with the Offer or the Merger
  for offering or sale in any jurisdiction, or any request by the
  SEC for amendment of the Post-Effective Amendment or comments
  thereon and responses thereto or requests by the SEC for
  additional information.  The Company will advise Parent, promptly
  after it receives notice thereof, of any request by the SEC for
  the amendment of the Company Proxy Statement or comments thereon
  and responses thereto or requests by the SEC for additional
  information. If at any time prior to the Effective Time any
  information relating to the Company or Parent, or any of their
  respective Affiliates, officers or directors, should be
  discovered by the Company or Parent which should be set forth in
  an amendment or supplement to any of the Registration Statement,
  the Post-Effective Amendment or the Company Proxy Statement, so
  that any of such documents would not include any misstatement of
  a material fact or omit to state any material fact necessary to
  make the statements therein, in light of the circumstances under
  which they were made, not misleading, the party which discovers
  such information shall promptly notify the other parties hereto
  and an appropriate amendment or supplement describing such
  information shall be promptly filed with the SEC and, to the
  extent required by law, disseminated to the stockholders of the
  Company.
  
       (b)  If approval of the Company's stockholders is required
  by applicable law in order to consummate the Merger, the Company
  shall establish, prior to or as soon as practicable following the
  date upon which the Post-Effective Amendment becomes effective, a
  record date (which shall be prior to or as soon as practicable
  following the date upon which the Post-Effective Amendment
  becomes effective) for, duly call, give notice of, convene and
  hold a meeting of its stockholders (the "COMPANY STOCKHOLDERS
  MEETING") for the purpose of considering and taking action upon
  this Agreement and the Merger and (with the consent of Parent)
  such other matters as may in the reasonable judgment of the
  Company be appropriate for consideration at the Company
  Stockholders Meeting.  Once the Company Stockholders Meeting has
  been called and noticed, the Company shall not postpone or
  adjourn the Company Stockholders Meeting (other than for the
  absence of a quorum) without the consent of Parent. Subject to
  the Company's right, pursuant to Section 2.01 hereof, to
  terminate this Agreement, or pursuant to Section 2.02(b) hereof,
  to withdraw or modify the Recommendations, the Board of Directors
  of the Company shall include in the Post-Effective Amendment and
  the Company Proxy Statement a copy of the Recommendations as such
  Recommendations pertain to the Merger and this Agreement.
  Notwithstanding the foregoing, if approval of the Company's
  stockholders is required by applicable law in order to consummate
  the Merger, the Board of Directors of the Company shall submit
  this Agreement and the Merger for approval to the Company's
  stockholders whether or not the Board of Directors of the Company
  determines in accordance with Section 2.02(b) after the date
  hereof that this Agreement and the Merger are no longer advisable
  and recommends that the stockholders of the Company reject it.
  Unless the Board of Directors of the Company has withdrawn its
  recommendation of this Agreement and the Merger in compliance
  with Section 2.02(b), the Company shall use its reasonable best
  efforts to solicit from stockholders of the Company proxies in
  favor of this Agreement and the Merger and shall take all other
  actions necessary or advisable to secure the vote or consent of
  stockholders required by the BCL to effect the Merger.
  
       (c)  Notwithstanding the foregoing clauses (a) and (b)
  above, in the event that Merger Sub shall acquire at least 90% of
  the outstanding Shares in the Offer, the parties hereto shall
  take all necessary actions to cause the Merger to become
  effective, as soon as practicable after the expiration of the
  Offer, without a meeting of stockholders of the Company, in
  accordance with Section 253 of the DGCL and Section 905 of the
  BCL.
  
       (d)  Parent or the Company, as the case may be, shall
  furnish all information concerning Parent or the Company as the
  other party may reasonably request in connection with the
  preparation of the Registration Statement, the Post-Effective
  Amendment and the Company Proxy Statement.  Each of Parent and
  the Company shall notify the other of the receipt of any comments
  from the SEC on the Registration Statement, the Post-Effective
  Amendment and the Company Proxy Statement and of any requests by
  the SEC for any amendments or supplements thereto or for
  additional information and shall provide to each other promptly
  copies of all correspondence between Parent, the Company or any
  of their representatives and advisors and the SEC.  As promptly
  as practicable after the effective date of the Registration
  Statement, the Post Effective Amendment and the Company Proxy
  Statement shall be mailed to the stockholders of the Company and
  of Parent.  Each of Parent and the Company shall cause the
  Company Proxy Statement to comply as to form and substance as to
  such party in all material respects with the applicable
  requirements of (i) the Exchange Act, (ii) the Securities Act,
  (iii) the rules and regulations of the ASE. Copies of the Company
  Proxy Statement shall be provided to the ASE in accordance with
  its rules.
  
       (e)  The Company Proxy Statement shall include (i) the
  approval of the Merger and the recommendation of the Board of
  Directors of the Company to the Company's stockholders that they
  vote in favor of approval of this Agreement and the Merger, and
  (ii) the opinion of the Company Financial Advisor referred to in
  Section 5.18.
  
       (f)  None of the information supplied by the Company for
  inclusion or incorporation by reference in the Registration
  Statement, the Post-Effective Amendment or the Company Proxy
  Statement shall, at the respective times filed with the SEC or
  other regulatory agency and, in addition, (A) in the case of the
  Company Proxy Statement, at the date it or any amendments or
  supplements thereto are mailed to stockholders of the Company, at
  the time of the Company Stockholders' Meeting, and (B) in the
  case of the Registration Statement and the Post-Effective
  Amendment, when each becomes effective under the Securities Act,
  contain any untrue statement of a material fact or omit to state
  any material fact required to be stated therein or necessary in
  order to make the statements therein, in light of the
  circumstances under which they are made, not misleading.
  
       (g)  None of the information supplied by Parent for
  inclusion or incorporation by reference in the Registration
  Statement, the Post-Effective Amendment or the Company Proxy
  Statement shall, at the respective times filed with the SEC or
  other regulatory agency and, in addition, (A) in the case of the
  Company Proxy Statement, at the date it or any amendments or
  supplements thereto are mailed to stockholders of the Company, at
  the time of Company Stockholders' Meeting, and (B) in the case of
  the Registration Statement and the Post-Effective Amendment, when
  each becomes effective under the Securities Act, contain any
  untrue statement of a material fact or omit to state any material
  fact required to be stated therein or necessary in order to make
  the statements therein, in light of the circumstances under which
  they are made, not misleading.
  
       SECTION 8.02  DIRECTORS' AND OFFICERS' INDEMNIFICATION AND
  INSURANCE.
  
       (a)  The provisions with respect to indemnification that are
  set forth in the certificate of incorporation and bylaws of the
  Surviving Corporation shall not be amended, repealed or otherwise
  modified for a period of six years from the Effective Time in any
  manner that would affect adversely the rights thereunder of
  individuals who at or at any time prior to the Effective Time
  were directors, officers, employees or agents of the Company.
  
       (b)  From and after the Effective Time, the Company shall
  indemnify and hold harmless each present and former director and
  officer of the Company (the "INDEMNIFIED PARTIES") against any
  costs or expenses (including reasonable attorneys' fees),
  judgments, fines, losses, claims, damages or liabilities
  (collectively, "COSTS") incurred in connection with any claim,
  action, suit, proceeding or investigation, whether civil,
  criminal, administrative or investigative, arising out of or
  pertaining to matters relating to their service as such an
  officer or director existing or occurring at or prior to the
  Effective Time, whether asserted or claimed prior to, at or after
  the Effective Time, to the fullest extent that the Company would
  have been permitted under New York Law and its charter documents
  (each as in effect on the date hereof) to indemnify such
  Indemnified Parties.
  
       (c)  For a period of six years after the Effective Time, the
  Company shall maintain in effect insurance reasonably comparable
  to the directors' and officers' liability insurance policies
  maintained by the Company immediately prior to the Effective
  Time; provided, however, that in no event shall the Company be
  required to expend in any one year in excess of 150% of the
  annual premium currently paid by the Company for such coverage
  immediately prior to the Effective Time; provided further, that
  if the premium for such coverage exceeds such amount, the Company
  shall purchase a policy with the greatest coverage available for
  such 150% of the annual premium.
  
       (d)  If the Surviving Corporation or any of its successors
  or assigns (i) consolidates with or merges into any other Person
  and shall not be the continuing or surviving corporation or
  entity of such consolidation or merger or (ii) transfers all or
  substantially all of its properties and assets to any Person,
  then and in each such case, proper provision shall be made so
  that the successors and assigns of the Surviving Corporation
  assume the obligations set forth in this Section 8.02.
  
       (e)  The provisions of this Section 8.02 are intended to be
  for the benefit of, and enforceable by, each Indemnified Party
  and his or her heirs and representatives, and nothing herein
  shall affect any indemnification rights that any Indemnified
  Party and his or her heirs and representatives may have under the
  certificate of incorporation or bylaws of the Company or any
  Company Subsidiary, any contract or applicable Law.
  
       SECTION 8.03  PUBLIC ANNOUNCEMENTS.
  
       Parent and the Company shall consult with each other before
  issuing any press release or otherwise making any public
  statements with respect to this Agreement, the Offer or the
  Merger and shall not issue any such press release or make any
  such public statement without the prior written approval of the
  other, except to the extent required by applicable Law or the
  requirements of the rules and regulations of the NYSE or ASE, in
  which case the issuing party shall use all reasonable efforts to
  consult with the other party before issuing any such release or
  making any such public statement.
  
       SECTION 8.04  EMPLOYEE BENEFIT MATTERS.
  
       (a)  From and after the Effective Time, Parent agrees to
  provide the employees of the Company (the "COMPANY EMPLOYEES")
  who remain employed after the Effective Time (collectively, the
  "TRANSFERRED COMPANY EMPLOYEES") with industry competitive
  benefits for similarly situated employees at comparable
  companies; provided, that this obligation shall not include the
  Company Stock Plans; and provided further, that from and after
  the Effective Time until the first anniversary of the Effective
  Time such benefits shall be at least comparable, in the aggregate
  for each employee, to the benefits maintained for such employee
  by the Company and Company Subsidiaries immediately prior to
  Closing.  Parent will treat, and cause its applicable benefit
  plans to treat, the service and compensation of Company Employees
  with and from the Company or any Company Subsidiary as service
  rendered to, and compensation paid by, Parent or any Affiliate of
  Parent for all purposes (except for purposes of benefit accruals
  under any defined benefit pension plan of Parent or an affiliate
  of Parent).  Without limiting the foregoing, Parent shall not
  treat any Company Employee as a "new" employee for purposes of
  any exclusions under any health or similar plan of Parent for a
  pre-existing medical condition, and will make appropriate
  arrangements with its insurance carrier(s) to ensure such result.
  
       (b)  Following the Effective Time, Parent shall honor in
  accordance with their terms all individual employment,
  termination, severance, change in control, post-employment and
  other compensation agreements, arrangements and plans set forth
  on Schedule 5.09(e) of the Company Disclosure Schedule, and
  Parent will not challenge the validity of any obligation of the
  Company or any Company Subsidiary under any such contract or
  arrangement with any current or former director, officer or
  employee of the Company.
  
       (c)  Notwithstanding anything to the contrary contained
  herein, Parent shall have sole discretion with respect to the
  determination as to whether or when to terminate, merge or
  continue any Company Benefit Plan; provided, however, that Parent
  shall continue to maintain the Company Benefit Plans (other than
  stock based plans and the Company's 401(k) plan) until Company
  Employees are permitted to participate in the Parent's plans.
  
       (d)  The provisions of Section 8.04 respecting the Parent's
  agreement to honor the contracts, arrangements, commitments and
  understandings referred to in Section 8.04(b) are intended to be
  for the benefit of and enforceable by the Persons referred to
  therein or the parties to these agreements, respectively, and
  their heirs and representatives.
  
       SECTION 8.05  NYSE LISTING.
  
       Prior to the Effective Time, Parent shall file with the NYSE
  an Application for Listing Additional Shares with respect to the
  Parent Common Stock issued or issuable in connection with the
  Merger and shall use its best efforts to have such Parent Common
  Stock approved for listing on the NYSE.
  
       SECTION 8.06  BLUE SKY.
  
       Parent shall use its best efforts to obtain prior to the
  Effective Time all necessary permits and approvals required under
  Blue Sky Laws to permit the distribution of the shares of Parent
  Common Stock to be issued in accordance with the provisions of
  this Agreement.
  
       SECTION 8.07  REASONABLE EFFORTS.
  
       Each of the parties agrees to use all reasonable efforts to
  take, or cause to be taken, all actions, and to do, or cause to
  be done, and to assist and cooperate with the other parties in
  doing, all things necessary, proper or advisable to consummate
  and make effective, in the most expeditious manner practicable,
  the Offer, the Merger, and the other transactions contemplated by
  this Agreement and the Tender Agreement, including (i) the
  obtaining of all other necessary actions or nonactions, waivers,
  consents and approvals from Governmental Entities and the making
  of all other necessary registrations and filings (including other
  filings with Governmental Entities, if any), (ii) the obtaining
  of all necessary consents, approvals or waivers from third
  parties, (iii) the preparation of the Registration Statement, the
  Offer Documents, the Schedule 14D-9 and, if necessary, the Post-
  Effective Amendment and the Company Proxy Statement, and (iv) the
  execution and delivery of any additional instruments necessary to
  consummate the transactions contemplated by, and to fully carry
  out the purposes of, this Agreement and the Tender Agreement.
  
                             ARTICLE IX
  
                      CONDITIONS TO THE MERGER
  
       SECTION 9.01  CONDITIONS TO THE OBLIGATIONS OF EACH PARTY TO
  CONSUMMATE THE MERGER.
  
       The respective obligations of each party to effect the
  Merger are subject to the satisfaction or, to the extent
  permitted by applicable Law, waiver on or prior to the Closing
  Date of each of the following conditions:
  
       (a)  If required by the BCL or the DGCL, this Agreement and
  the Merger shall have been approved and adopted by the Company
  Shareholder Vote.
  
       (b)  Merger Sub shall have accepted for exchange and
  exchanged all of the Shares tendered pursuant to the Offer unless
  the failure to consummate the Offer is the result of a willful
  and material breach of this Agreement by the party asserting such
  condition.
  
       (c)  No judgment, order, decree, statute, law, ordinance,
  rule or regulation, entered, enacted, promulgated, enforced or
  issued by any court or other Governmental Entity of competent
  jurisdiction or other legal restraint or prohibition shall be in
  effect preventing or prohibiting consummation of the Merger.
  
       (d)  Registration Statement or the Post-Effective Amendment,
  as the case may be, shall have become effective under the
  Securities Act and shall not be the subject of any stop order.
  
                              ARTICLE X
  
                  TERMINATION, AMENDMENT AND WAIVER
  
       SECTION 10.01  TERMINATION.
  
       This Agreement may be terminated at any time prior to the
  Effective Time, whether before or after approval of this
  Agreement and the Merger by the shareholders of the Company or
  Merger Sub:
  
       (a)  by mutual written consent of Parent and the Company;
  
       (b)  by either Parent or the Company:
  
            (i)  if the Offer shall have expired or been terminated
            in accordance with the terms of this Agreement without
            Parent or Merger Sub having accepted for exchange any
            Shares pursuant to the Offer (provided that Parent and
            Merger Sub shall not be permitted to terminate this
            Agreement if the Offer is terminated or expires without
            Shares being accepted for exchange in violation of this
            Agreement);
  
            (ii)  if the Offer shall not have been consummated on
            or before October 30, 2000, unless the failure to
            consummate the Offer is the result of a willful and
            material breach of this Agreement by the party seeking
            to terminate this Agreement;
  
            (iii)  if the Merger shall not have been consummated as
            a result of any condition thereto in Article IX being
            incapable of being satisfied; or
  
            (iv)  if any statute, rule, regulation, injunction or
            decree having the effects set forth in subclause (a) or
            (b) of clause (5) of Annex I shall be in effect and
            shall have become final and nonappealable;
  
       (c)  by Parent, upon the occurrence of any Trigger Event
  described in clauses (i) through (iv) of Section 10.06(b); or
  
       (d)  by the Company, (i) if the Company's Board of Directors
  shall have recommended to the stockholders of the Company a
  Company Competing Transaction; provided that, in order for the
  termination of this Agreement pursuant to this clause (d) to be
  deemed effective, the Company shall have complied with all
  provisions of Section 7.04.
  
       The right of any party hereto to terminate this Agreement
  pursuant to this Section 10.01 will remain operative and in full
  force and effect regardless of any investigation made by or on
  behalf of any party hereto, any Person controlling any such party
  or any of their respective officers, directors, representatives
  or agents, whether prior to or after the execution of this
  Agreement.
  
       SECTION 10.02  EFFECT OF TERMINATION.
  
       Except as hereinafter specified, in the event of termination
  of this Agreement pursuant to Section 10.01 or pursuant to the
  termination provisions set forth in Section 2.01, this Agreement
  shall forthwith become void, there shall be no liability under
  this Agreement on the part of any party hereto or any of its
  affiliates or any of its or their officers or directors, and all
  rights and obligations of each party hereto shall cease;
  provided, however, that nothing herein shall relieve any party
  hereto from liability for the willful or intentional breach of
  any of its representations and warranties or the willful or
  intentional breach of any of its covenants or agreements set
  forth in this Agreement; provided, further, however, that this
  Section 10.02, Section 10.06 and Article XI of this Agreement
  shall survive the termination hereof.
  
       SECTION 10.03  AMENDMENT.
  
       This Agreement may be amended by the parties hereto by
  action taken by or on behalf of their respective Boards of
  Directors at any time prior to the Effective Time; provided,
  however, that, after the approval of this Agreement by the
  stockholders of the Company, no amendment may be made that
  changes the amount or type of consideration into which the
  Company Common Stock will be converted pursuant to this
  Agreement.  This Agreement may not be amended except by an
  instrument in writing signed by the parties hereto.
  
       SECTION 10.04  WAIVER.
  
       At any time prior to the Effective Time, any party hereto
  may (a) extend the time for or waive compliance with the
  performance of any obligation or other act of any other party
  hereto, (b) waive any inaccuracy in the representations and
  warranties contained herein or in any document delivered pursuant
  hereto and (c) waive compliance by the other party with any of
  the agreements or conditions contained herein.  Any such
  extension or waiver shall be valid if set forth in an instrument
  in writing signed by the party or parties to be bound thereby.
  
       SECTION 10.05  ASSUMPTION OF CERTAIN OBLIGATIONS.
  
       To the extent necessary, Parent shall, or shall cause the
  Surviving Corporation to, enter into supplemental indentures or
  otherwise affirmatively assume in writing the obligations of the
  Company under the those indentures or other financing agreements
  as set forth on Schedule 5.10.
  
       SECTION 10.06  FEES, EXPENSES AND OTHER PAYMENTS.
  
       (a)  Except as otherwise set forth in this Section 10.06,
  all Expenses incurred in connection with this Agreement, the
  Offer and the Merger shall be paid by the party incurring such
  Expenses, whether or not the Offer or the Merger is consummated,
  except that Parent shall pay all Expenses incurred solely for
  printing, filing and mailing the Registration Statement, the Post-
  Effective Amendment,  if necessary,  the Proxy Statement, if
  necessary, and all SEC and other regulatory filing fees incurred
  in connection with the Registration Statement and the Proxy
  Statement and any fees required to be paid under HSR Act.
  
       (b)  The Company agrees to pay liquidated damages to Parent
  in immediately available funds equal to $4,000,000 promptly, but
  in no event later than ten Business Days, after the termination
  of this Agreement (or such later date as may apply in the case of
  clause (i) below) as a result of the occurrence of any of the
  events set forth below (a "TRIGGER EVENT"):
  
            (i)  the Company shall have received a Company
            Competing Transaction, and at any time prior to, or
            within one year after (unless this Agreement is
            terminated pursuant to Section 10.01(a) or Section
            10.01(b)(iv)), the termination of this Agreement, the
            Company shall have entered into, or shall have publicly
            announced its intention to enter into, an agreement or
            an agreement in principle (other than a confidentiality
            agreement permitted by Section 7.04) with respect to
            any Company Competing Transaction;
  
            (ii)  any person or group (defined in Section 13(d)(3)
            of the Exchange Act) (other than Parent or any of its
            Subsidiaries) shall have become the beneficial owner
            (defined in Rule 13d-3 promulgated under the Exchange
            Act) of at least 20% of the outstanding Company Common
            Stock or shall have acquired, directly or indirectly,
            at least 20% of the assets of the Company and its
            Subsidiaries;
  
            (iii)  the Company shall have intentionally breached or
            willfully failed to perform in any material respect any
            of its representations, warranties, covenants or other
            agreements contained in this Agreement, which breach or
            failure to perform would give rise to the failure of a
            condition set forth in subclause (c), (d) or (e) of
            clause (5) of Annex I; or
  
            (iv)  other than pursuant to the last paragraph of
            Annex I, the Board of Directors of the Company (or any
            committee thereof) shall have recommended to the
            shareholders of the Company any Company Competing
            Transaction or shall have resolved to, or publicly
            announced an intention to, do so.
  
            Notwithstanding the foregoing, no such liquidated
            damages shall be paid pursuant to this Section 10.06(b)
            if Parent shall be in material breach of its
            obligations hereunder; provided, however, that Parent
            shall not be deemed in material breach of its
            obligations hereunder if any such breach is cured
            within 10 Business Days after receipt by Parent of
            written notice of such breach from the Company.
  
       (c)  In the event that Parent shall terminate this Agreement
  because of any breach or failure to perform by the Company as set
  forth in Section 10.06(b)(iii) that is not an intentional breach
  or willful failure to perform on the part of the Company, then,
  without limiting any other remedies available to Parent, the
  Company shall reimburse Parent (not later than ten Business Days
  after submission of statements therefor) for all actual,
  documented out-of-pocket Expenses not to exceed $750,000
  reasonably incurred by Parent or on its behalf in connection with
  the consummation of the transaction contemplated by this
  Agreement. Notwithstanding the foregoing, no amounts shall be
  paid pursuant to this Section 10.06(c) if Parent shall be in
  material breach of its obligations hereunder; provided, however,
  that Parent shall not be deemed in material breach of its
  obligations hereunder if any such breach is cured within five
  Business Days after receipt by Parent of written notice of such
  breach from the Company.
  
       (d)  In the event that the Board of Directors of the Company
  rescinds its recommendation of the Offer or recommends a Company
  Superior Proposal in accordance with the last paragraph of
  Annex I and as a result the Offer and the Merger are not
  consummated, then, without limiting any other remedies available
  to the Company, Parent shall reimburse the Company (not later
  than ten Business Days after submission of statements therefor)
  for all actual, documented out-of-pocket Expenses not to exceed
  $750,000 reasonably incurred by the Company or on its behalf in
  connection with the consummation of the transaction contemplated
  by this Agreement.  Notwithstanding the foregoing, no fee shall
  be paid pursuant to this Section 10.06(d) if the Company shall be
  in material breach of its obligations hereunder; provided,
  however, that the Company shall not be deemed in material breach
  of its obligations hereunder if any such breach is cured within
  five Business Days after receipt by the Company of written notice
  of such breach from Parent.
  
       (e)  Parent and the Company agree that the agreements
  contained in Sections 10.06(b), (c) and (d) above are an integral
  part of the transaction contemplated by this Agreement.  If the
  Company fails to pay to Parent any fee or make any reimbursement
  due under Section 10.06(b) or (c), the Company shall pay the cash
  and expenses (including reasonable legal fees and expenses) in
  connection with any action, including the filing of any lawsuit
  of other legal action, taken to collect payment.  Similarly, if
  Parent fails to pay to the Company any fee due under
  Section 10.06(d), Parent shall pay the cash and expenses
  (including reasonable legal fees and expenses) in connection with
  any action, including the filing of any lawsuit or other action
  taken to collect payment.
  
                             ARTICLE XI
  
                         GENERAL PROVISIONS
  
       SECTION 11.01  NON-SURVIVAL OF REPRESENTATIONS AND
  WARRANTIES.
  
       The representations, warranties and agreements in this
  Agreement (and in any certificate delivered in connection with
  the Closing) shall be deemed to be conditions to the Merger and
  shall not survive the Effective Time, except that (i)
  Section 8.02 (Indemnification and Insurance) which shall, to the
  extent contemplated, survive the Effective Time or termination of
  this Agreement, (ii) except for Section 7.03 (Confidentiality),
  Section 10.02 (Effect of Termination), Section 10.06 (Fees,
  Expenses and Other Payments) and this Article XI (General
  Provisions), each of which shall, to the extent contemplated
  therein, survive termination of this Agreement indefinitely.
  
       SECTION 11.02  NOTICES.
  
       All notices, requests, claims, demands and other
  communications hereunder shall be in writing and shall be given
  (and shall be deemed to have been duly given upon receipt) by
  delivery in person, by telecopy or facsimile, by registered or
  certified mail (postage prepaid, return receipt requested) or by
  a nationally recognized courier service to the respective parties
  at the following addresses (or at such other address for a party
  as shall be specified in a notice given in accordance with this
  Section 11.02):
  
                           (a)  if to the Company:
  
                           Comptek Research, Inc.
                           2732 Transit Road
                           Buffalo, New York 14224
                           Attention:  Chief Executive Officer
                           Telecopier:  (716) 677-0014
  
                           with a copy to:
  
                           Stroock & Stroock & Lavan LLP
                           180 Maiden Lane
                           New York, New York 10038
                           Attention:  James R. Tanenbaum, Esq.
                           Telecopier:  (212) 806-5400
  
                           (b)  if to Parent or Merger Sub:
  
                           Northrop Grumman Corporation
                           1840 Century Park East
                           Los Angeles, CA  90067
                           Attention: R.R. Molleur, Senior Vice
                           President and
                           General Counsel
                           Telecopier: (310)-556-4570
  
                           with copies to:
  
                           John Mullan
                           Vice President and Corporate Secretary
  
                           and
  
                           Howrey Simon Arnold & White, LLP
                           1299 Pennsylvania Avenue, N.W.
                           Washington, D.C.  20004
                           Attention:  Roger Klein, Esq.
                           Telecopier:  (202) 383-6610
  
       SECTION 11.03  SEVERABILITY.
  
       If any term or other provision of this Agreement is invalid,
  illegal or incapable of being enforced by any rule of Law or
  public policy, all other conditions and provisions of this
  Agreement shall nevertheless remain in full force and effect so
  long as the economic or legal substance of the Offer and the
  Merger is not affected in any manner materially adverse to any
  party.  Upon such determination that any term or other provision
  is invalid, illegal or incapable of being enforced, the parties
  hereto shall negotiate in good faith to modify this Agreement so
  as to effect the original intent of the parties as closely as
  possible in a mutually acceptable manner to the fullest extent
  permitted by applicable Law in order that the Offer and the
  Merger may be consummated as originally contemplated to the
  fullest extent possible.
  
       SECTION 11.04  ASSIGNMENT; BINDING EFFECT; BENEFIT.
  
       Neither this Agreement nor any of the rights, interests or
  obligations hereunder shall be assigned by any of the parties
  hereto (whether by operation of Law or otherwise) without the
  prior written consent of the other parties hereto.  Subject to
  the preceding sentence, this Agreement shall be binding upon and
  shall inure to the benefit of the parties hereto and their
  respective successors and permitted assigns.
  
       SECTION 11.05  INCORPORATION OF EXHIBITS.
  
       The Company Disclosure Schedule and Annex I attached hereto
  and referred to herein are hereby incorporated herein and made a
  part of this Agreement for all purposes as if fully set forth
  herein.  Parent and the Company acknowledge that the Company
  Disclosure Schedule (i) is qualified in its entirety by reference
  to specific provisions of this Agreement and (ii) is not intended
  to constitute and shall not be construed as indicating that such
  matter is required to be disclosed, nor shall such disclosure be
  construed as an admission that such information is material with
  respect to the Company except to the extent required by this
  Agreement and by applicable Law.
  
       SECTION 11.06  GOVERNING LAW.
  
       THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
  ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
  OTHER THAN CONFLICT OF LAWS PRINCIPLES THEREOF DIRECTING THE
  APPLICATION OF ANY LAW OTHER THAN THAT OF NEW YORK.
  
       SECTION 11.07  WAIVER OF JURY TRIAL.
  
       EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO
  TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, TORT
  OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
  TRANSACTION OR AGREEMENT CONTEMPLATED HEREBY OR THE ACTIONS OF
  ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE
  OR ENFORCEMENT HEREOF.
  
       SECTION 11.08  HEADINGS; INTERPRETATION.
  
       The descriptive headings contained in this Agreement are
  included for convenience of reference only and shall not affect
  in any way the meaning or interpretation of this Agreement. The
  parties have participated jointly in the negotiation and drafting
  of this Agreement.  In the event an ambiguity or question of
  intent or interpretation arises, this Agreement shall be
  construed as if drafted jointly by the parties, and no
  presumption or burden of proof shall arise favoring or
  disfavoring any party by virtue of the authorship of any
  provisions of this Agreement.
  
       SECTION 11.09  COUNTERPARTS.
  
       This Agreement may be executed and delivered (including by
  facsimile transmission) in one or more counterparts, and by the
  different parties hereto in separate counterparts, each of which
  when executed and delivered shall be deemed to be an original but
  all of which taken together shall constitute one and the same
  agreement.  A telecopy signature of any party shall be considered
  to have the same binding legal effect as the original signature.
  
       SECTION 11.10  ENTIRE AGREEMENT.
  
       This Agreement (including Annex I and the Company Disclosure
  Schedule) and the Confidentiality Agreement constitute the entire
  agreement among the parties with respect to the subject matter
  hereof and supersede all prior agreements and understandings
  among the parties with respect thereto.  No addition to or
  modification of any provision of this Agreement shall be binding
  upon any party hereto unless made in writing and signed by all
  parties hereto.
  
       SECTION 11.11.  NO THIRD PARTY BENEFICIARIES.
  
       Except as otherwise provided in Sections 8.02 and 8.04
  hereof, this Agreement shall be binding upon and inure solely to
  the benefit of each party hereto, and nothing in this Agreement,
  express or implied, is intended to or shall confer upon any other
  Person any right, benefit or remedy of any nature whatsoever
  under or by reason of this Agreement.
  
       SECTION 11.12.  DISCLOSURE SCHEDULES.
  
       The disclosures made on any disclosure schedule, including
  the Company Disclosure Schedule, with respect to any
  representation or warranty shall be deemed to be made with
  respect to any other representation or warranty requiring the
  same or similar disclosure to the extent that the relevance of
  such disclosure to other representations and warranties is
  evident from the information specifically set forth in such
  schedule without reference to any document or information not set
  forth on such schedule.  The inclusion of any matter on any
  disclosure schedule will not be deemed an admission by any party
  that such listed matter is material or that such listed matter
  has or would have a Company Material Adverse Effect.
  
                      [SIGNATURE PAGE FOLLOWS]
       IN WITNESS WHEREOF, the parties hereto have caused this
  Agreement to be executed as of the date first written above by
  their respective officers thereunto duly authorized.
  
                                NORTHROP GRUMMAN CORPORATION
  
  
                                By:    /s/Albert F. Myers
                                Name:  Albert F. Myers
                                Title: Corporate Vice President
                                       and Treasurer
  
  
                                YAVAPAI ACQUISITION CORP.
  
  
                                By:     /s/Albert F. Myers
                                Name:   Albert F. Myers
                                Title:  President
  
  
                                COMPTEK RESEARCH, INC.
  
                                By:     /s/John J. Sciuto
                                Name:   John J. Sciuto
                                Title:  President and Chief
                                        Executive Officer
  
  
  
                                                                  ANNEX I
                           CONDITIONS TO THE OFFER
  
            Notwithstanding any other provision of the Offer, subject to
  the terms of this Agreement, Merger Sub shall not be required to accept
  for exchange or exchange or deliver any shares of Parent Common Stock
  for (subject to any applicable rules and regulations of the SEC,
  including Rule 14e-1(c) under the Exchange Act (relating to Merger Sub's
  obligation to pay for or return tendered Shares after the termination or
  withdrawal of the Offer)) any Shares tendered, if by the expiration of
  the Offer (as it may be extended in accordance with the requirements of
  Section 2.01), (1) the Minimum Condition shall not have been satisfied,
  (2) the applicable waiting period under the HSR Act and any other
  applicable antitrust Laws shall not have expired or been terminated, (3)
  the Registration Statement shall not have become effective under the
  Securities Act or shall be the subject of any stop order or proceedings
  seeking a stop order, (4) the shares of Parent Common Stock to be issued
  in the Offer shall not have been approved for listing on the NYSE,
  subject to official notice of issuance, or (5) at any time on or after
  the date of this Agreement and prior to the acceptance for exchange of
  Shares pursuant to the Offer, any of the following conditions exist:
  
            (a)  there shall be instituted or pending any action or
  proceeding by any Governmental Entity, (i) challenging or seeking to
  make illegal, to delay materially or otherwise directly or indirectly to
  restrain or prohibit the making of the Offer, the acceptance for
  exchange of, or the exchange or delivery of shares of Parent Common
  Stock for, some of or all the Shares by Parent or Merger Sub or the
  consummation by Parent or Merger Sub of the Merger, seeking to obtain
  material damages or otherwise directly or indirectly relating to the
  transactions contemplated by the Tender Agreement, this Agreement, the
  Offer or the Merger, (ii) seeking to restrain or prohibit Parent's or
  Merger Sub's ownership or operation (or that of their respective
  Subsidiaries or Affiliates) of all or any portion of the business or
  assets of the Company and its Subsidiaries, taken as a whole, or of
  Parent and its Subsidiaries, taken as a whole, or to compel Parent or
  any of its Subsidiaries or affiliates to dispose of or hold separate all
  or any portion of the business or assets of the Company and its
  Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken
  as a whole, (iii) seeking to impose limitations on the ability of Parent
  or any of its Subsidiaries or Affiliates effectively to exercise full
  rights of ownership of the Shares, including, without limitation, the
  right to vote any Shares acquired or owned by Parent or any of its
  Subsidiaries or Affiliates on all matters properly presented to the
  Company's stockholders or (iv) seeking to require divestiture by Parent
  or any of its Subsidiaries or Affiliates of any Shares; or
  
            (b)  there shall be any action taken, or any statute, rule,
  regulation, injunction, order or decree proposed, enacted, enforced,
  promulgated, issued or deemed applicable to this Agreement, the Offer or
  the Merger, by any Governmental Entity that, in the reasonable judgment
  of Parent, is reasonably likely, directly or indirectly, to result in
  any of the consequences referred to in clauses (i) through (iv) of
  paragraph (a) above, subject as aforesaid; or
  
            (c)  (i)  the representations and warranties of the Company
  set forth in this Agreement that are qualified as to materiality shall
  become untrue or incorrect (except to the extent expressly made as of an
  earlier date, in which case as of such date), or any of the
  representations and warranties set forth in this Agreement that are not
  so qualified shall become untrue or incorrect in any material respect
  (except to the extent expressly made as of an earlier date, in which
  case as of such date) or (ii) there shall be a material breach of any of
  the covenants of the Company set forth in this Agreement; provided,
  however, that the Company shall not be deemed in material breach of its
  obligations hereunder if any such breach is cured within 10 Business
  Days after receipt by the Company of written notice of such breach from
  Parent, if such cure can be accomplished before the Offer expires
  without any extension thereof; or
  
            (d)  there shall have been a Company Material Adverse Effect;
  or
  
            (e)  this Agreement shall have been terminated in accordance
  with its terms; or
  
            (f) (1)   the Board of Directors of the Company (or any
  committee thereof) shall have withdrawn or materially modified or
  amended in a manner adverse to Parent or Merger Sub its approval or
  recommendation of the Offer, the Merger or this Agreement or shall have
  failed to make such favorable recommendation or (2) the Board of
  Directors of the Company (or any committee thereof) shall have
  recommended to the shareholders of the Company any Company Superior
  Proposal or shall have resolved to, or publicly announced an intention
  to, do so; or
  
            (g)  the Company shall have entered into, or shall have
  publicly announced its intention to enter into, an agreement or
  agreement in principle (other than a confidentiality agreement permitted
  by Section 7.04 of this Agreement) with respect to any Company Superior
  Proposal; or
  
            (h)  any Person or "group" (as defined in Section 13(d)(3) of
  the Exchange Act) (other than Parent or any of its Subsidiaries) shall
  have become the "beneficial owner" (as defined in Rule 13d-3 promulgated
  under the Exchange Act) of at least 20% of the outstanding Shares or
  shall have acquired, directly or indirectly, at least 20% of the assets
  of the Company and its subsidiaries; which, in the good faith judgment
  of Parent in any such case, and regardless of the circumstances
  (including any action or omission by Parent or Merger Sub) giving rise
  to any such condition, makes it inadvisable to proceed with such
  acceptance for exchange or exchange; or
            (i)  the Company shall have failed to satisfy any of the
  following conditions to the consummation of the Offer:
  
                      (A)  Parent shall have been furnished with evidence
                 satisfactory to it of the consent or approval of those
                 Persons listed on Schedule 7.09 of the Company Disclosure
                 Schedule whose consent or approval may be required in
                 connection with the Offer and the Merger;
  
                      (B)  The key employees of the Company or Company
                 Subsidiaries set forth on Part A of Annex Schedule II
                 shall have executed and delivered employment agreements
                 and non-competition agreements reasonably acceptable to
                 Parent and at least three out of the six key employees
                 set forth on Part B of Annex Schedule II shall have
                 executed and delivered employment agreements and non-
                 competition agreements reasonably acceptable to Parent;
                 and
  
                      (C)  Company shall have terminated all contracts
                 with foreign consultants of Company or the Company
                 Subsidiaries for which the Parent has requested such
                 termination at least 45 days prior to Effective Time;
                 provided, however, the parties hereto agree that any
                 damages that the Company or any Company Subsidiary
                 suffers or may suffer as a result of any such termination
                 shall not constitute a breach of any representation,
                 warranty, covenant or agreement made by the Company in
                 the Agreement.
  
  
       Notwithstanding anything to the contrary herein, the Board of
  Directors of the Company (or any committee thereof) may (1) withdraw or
  materially modify or amend in a manner adverse to Parent or Merger Sub
  its approval or recommendation of the Offer, the Merger or this
  Agreement or (2) may recommend to the shareholders of the Company any
  Company Superior Proposal or may resolved to, or publicly announced an
  intention to, do so, if:
  
       (i)  the representations and warranties of the Parent set forth in
  this Agreement that are qualified as to materiality shall become untrue
  or incorrect (except to the extent expressly made as of an earlier date,
  in which case as of such date), or any of the representations and
  warranties set forth in this Agreement that are not so qualified shall
  become untrue or incorrect in any material respect (except to the extent
  expressly made as of an earlier date, in which case as of such date), or
  (ii)  there shall be a material breach of any of the covenants of the
  Parent set forth in this Agreement; provided, however, that the Parent
  shall not be deemed in material breach of its obligations hereunder or
  any representation or warranty if any such breach is cured within 10
  Business Days after receipt by the Parent of written notice of such
  breach from Company, if such cure can be accomplished before the Offer
  expires without any extension thereof; or
  
       (iii) there shall have been a Parent Material Adverse Effect.
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metadata_filer: {"company-data": {"conformed-name": "COMPTEK RESEARCH INC/NY", "cik": "0000720031", "assigned-sic": "7371", "irs-number": "160959023", "state-of-incorporation": "NY", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-08502", "film-number": "659234"}, "business-address": {"street1": "2732 TRANSIT RD", "city": "BUFFALO", "state": "NY", "zip": "14224-2523", "phone": "7166774070"}, "mail-address": {"street1": "2732 TRANSIT RD", "city": "BUFFALO", "state": "NY", "zip": "14224-2523"}}
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
  
          Date of Report (Date of earliest event reported)
  
                           June 12, 2000
  
                		      COMPTEK RESEARCH, INC.
  
          (Exact Name of Registrant as Specified in Charter)
  
        New York         1-8502              16-0959023
    ---------------      -------------     -------------------
    (State of Other      (Commission         (IRS Employer
    Jurisdiction of      File Number)      Identification No.)
     Incorporation)
  
   2732 Transit Road, Buffalo, New York           14224-2523
  ----------------------------------------      --------------
  (Address of Principal Executive Offices)        (Zip Code)
  
  Registrant's telephone number, including area code: (716) 677-4070
  
                     			   Not Applicable
    -----------------------------------------------------------
    (Former Name or Former Address, if Changed Since Last Year)
  
  Item 5.     OTHER EVENTS
  
       On  June  12,  2000, Comptek Research, Inc. (the  "Company")
       entered  into an Agreement and Plan of Merger, dated  as  of
       June 12, 2000 (the "Merger Agreement") with Northrop Grumman
       Corporation  ("Northrop") and Yavapai Acquisition  Corp.,  a
       wholly  owned  subsidiary of Northrop (the "  Merger  Sub"),
       providing  for the merger of Merger Sub with  and  into  the
       Company  (the "Merger").   Upon consummation of  the  Merger
       (i)  the  Company will become a wholly owned  subsidiary  of
       Northrop and (ii) each outstanding share of common stock  of
       the  Company will be converted into common stock of Northrop
       and  the right to receive cash in lieu of fractional  shares
       of Northrop common stock.
  
       Pursuant to the Rights Agreement dated April 16, 1999
       between the Company and American Stock Transfer & Trust
       Company, as Rights Agent (the "Rights Agreement"), the Board
       of Directors of the Company (the "Board") declared a
       dividend of one right (a "Right") for each outstanding share
       of the Company's common stock, par value $0.02 per share
       (the "Company Common Stock"), to stockholders of record at
       the close of business on April 30, 1999.  Each Right
       entitles the registered holder to purchase from the Company
       a unit consisting of one one-hundredth of a share of Series
       A Junior Participating Preferred Stock, par value $.01 per
       share (the "Preferred Stock"), at a Purchase Price of $45.00
       per unit of one one-hundredth of a share, subject to
       adjustment.  The description and the terms of the Rights are
       set forth in the Rights Agreement.
  
       At a Special Meeting of the Board held on June 12, 2000, the
       Board approved an amendment to the Rights Agreement, dated
       and effective as of June 12, 2000 (the "Amendment").  The
       Amendment was entered into in connection with the Merger
       Agreement.  Pursuant to the Merger Agreement (i) Merger Sub
       shall make an exchange offer (the "Offer") to exchange
       shares of common stock, par value $1.00 per share ("Northrop
       Common Stock"), of Northrop for all of the issued and
       outstanding shares of the Company Common Stock and (ii)
       Merger Sub shall merge with and into the Company (the
       "Merger"), with the Company continuing as the surviving
       corporation.
  
       The Amendment provides that neither Northrop, Merger Sub nor
       any Associate or Affiliate of Northrop or Merger Sub,
       individually or collectively, shall be deemed to be an
       Acquiring Person, nor shall a Distribution Date be deemed to
       have occurred solely as a result of (i) the announcement,
       approval, execution or delivery of the Merger Agreement,
       (ii) the consummation of the Offer and/or the Merger or
       (iii) the consummation of the other transactions
       contemplated by the Merger Agreement.
  
       The Amendment further provides that neither a Section
       11(a)(ii) Event nor an event described in Section 13 of the
       Rights Agreement shall be deemed to have occurred as a
       result of (i) the announcement, approval, execution or
       delivery of the Merger Agreement, (ii) the consummation of
       the Offer and/or the Merger or (iii) the consummation of the
       other transactions contemplated by the Merger Agreement and
       the Rights shall not be adjusted or exercisable in
       accordance with Section 11 or Section 13.
  
       Copies of the Amendment and Merger Agreement are filed
       herewith as Exhibit 99.1 and Exhibit 99.2, respectively.
       Copies of the Rights Agreement and the Amendment are
       available free of charge from the Company.  This summary
       description of the Rights Agreement and the Amendment does
       not purport to be complete and is qualified in its entirety
       by reference to the Rights Agreement and the Amendment,
       which are incorporated herein by reference.
  
  Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
          AND EXHIBITS.
  
  99 .1     Amendment to Rights Agreement between Comptek
            Research, Inc. and American Stock Transfer & Trust
            Company
  
  99.2      Agreement and Plan of Merger among Northrop Grumman
            Corporation, Yavapai Acquisition Corp. and Comptek
            Research, Inc. dated as of June 12, 2000. The Company will
            furnish supplementally a copy of all omitted schedules to
            Exhibit 99.2 upon the request of the Securities and
            Exchange Commission.
  
                             SIGNATURES
  
  Pursuant  to the requirements of the Securities Exchange  Act  of
  1934, the registrant has duly caused this report to be signed  on
  its behalf by the undersigned hereunto duly authorized.
  
                         COMPTEK RESEARCH, INC.
  
  Date:   June 22, 2000                  By:/s/John J. Sciuto
                               			          -----------------------
                                            John J. Sciuto
                                            Chairman, President and
                                            CEO
  
                                Exhibit 99.1
  
                        AMENDMENT TO RIGHTS AGREEMENT
                                   BETWEEN
  
                           COMPTEK RESEARCH, INC.
                                     AND
                   AMERICAN STOCK TRANSFER & TRUST COMPANY
  
       This Agreement, made as of this 12th day of June, 2000, between
  Comptek Research, Inc., a New York corporation (the "Company"), and
  American Stock Transfer & Trust Company, a New York banking corporation
  (the "Rights Agent"), amends the Rights Agreement dated as of April 16,
  1999 between the Company and the Rights Agent (the "Rights Agreement").
  
       WHEREAS, Northrop Grumman Corporation, a Delaware corporation
  ("Parent"), Yavapai Acquisition Corp., a Delaware corporation ("Merger
  Sub"), and the Company, intend to enter into an Agreement and Plan of
  Merger (the "Merger Agreement;" capitalized terms used herein without
  definition shall have the meanings assigned to them in the Merger
  Agreement) pursuant to which, among other things, (i) Merger Sub shall
  make an exchange offer (the "Offer") to exchange shares of common stock,
  par value $1.00 per share ("Parent Common Stock"), of Parent for all of
  the issued and outstanding shares (the "Shares") of common stock, par
  value $.02 per share (the "Company Common Stock"), of the Company and
  (ii) Merger Sub shall merge with and into the Company (the "Merger"),
  with the Company continuing as the Surviving Corporation.  The Board of
  Directors of the Company has approved the Offer, the Merger and the
  Merger Agreement.
  
       WHEREAS, pursuant to Section 27 of the Rights Agreement, the Board
  of Directors of the Company has determined that an amendment to the
  Rights Agreement as set forth herein is necessary and/or desirable in
  order to reflect the foregoing, and the Company and the Rights Agent
  desire to evidence such amendment in writing;
  
       NOW, THEREFORE, intending to be legally bound, the Company and the
  Rights Agent hereby agree that the Rights Agreement is hereby amended as
  set forth below:
  
       1.   Section 1(a) of the Rights Agreement is amended to add the
  following sentence at the end thereof:
  
       Notwithstanding anything in this Rights Agreement to the contrary,
       neither Merger Sub, nor any Affiliates or Associates of Merger Sub,
       individually or collectively, shall be deemed to be an Acquiring
       Person solely as a result of (i) the announcement, approval,
       execution or delivery of the Merger Agreement, (ii) the
       consummation of the Offer and/or the Merger or (iii) the
       consummation of the other transactions contemplated by the Merger
       Agreement.
  
       2.   The following Sections 1(t) and 1(u) are inserted into the
  Rights Agreement, and all subsequent subsections of Section 1 are
  renumbered accordingly, and all cross-references to such renumbered
  subsections are changed to refer to such subsections as if renumbered:
  
            1(t) "Merger" shall mean the merger of Merger Sub with and
       into the Company pursuant to the terms and conditions of the Merger
       Agreement.
  
            1(u) "Merger Agreement" shall mean the Agreement and Plan of
       Merger dated June 12, 2000 by and among Parent, Merger Sub and the
       Company.
  
       3.   Section 1(ae) of the Rights Agreement is hereby renumbered as
  Section 1(ag) and is amended to add the following sentence at the end
  thereof:
  
       Notwithstanding anything in this Rights Agreement to the contrary,
       neither (i) the announcement, approval, execution or delivery of
       the Merger Agreement, (ii) the consummation of the Offer and/or the
       Merger or (iii) the consummation of the other transactions
       contemplated in the Merger Agreement shall be deemed to be a
       Section 11(a)(ii) Event.
  
       4.   Section 1(ai) of the Rights Agreement is hereby renumbered as
  Section 1(ak) and is amended to add the following sentence at the end
  thereof:
  
       Notwithstanding anything in this Rights Agreement to the contrary,
       a Stock Acquisition Date shall not be deemed to have occurred as a
       result of (i) the announcement, approval, execution or delivery of
       the Merger Agreement, (ii) the consummation of the Offer and/or the
       Merger or (iii) the consummation of any of the other transactions
       contemplated by the Merger Agreement.
  
       5.   Section 3(a) of the Rights Agreement is amended to add the
  following sentence at the end thereof:
  
       Notwithstanding anything in this Rights Agreement to the contrary,
       a Distribution Date shall not be deemed to have occurred solely as
       a result of (i) the announcement, approval, execution or delivery
       of the Merger Agreement, (ii) the consummation of the Offer and/or
       the Merger or (iii) the consummation of any of the other
       transactions contemplated by the Merger Agreement.
  
       6.   Section 11(a)(ii) of the Rights Agreement is amended to add
  the following sentence at the end thereof:
  
       Notwithstanding anything in this Rights Agreement to the contrary,
       neither (i) the announcement, approval, execution or delivery of
       the Merger Agreement, (ii) the consummation of the Offer and/or the
       Merger or (iii) the consummation of the other transactions
       contemplated in the Merger Agreement shall be deemed to be an event
       described in this Section 11(a)(ii) and shall not cause the Rights
       to be adjusted or exercisable in accordance with this Section 11.
  
       7.   Section 13(d) of the Rights Agreement is amended to add the
  following sentence after the first sentence thereof:
  
       Notwithstanding anything in this Rights Agreement to the contrary,
       neither (i) the announcement, approval, execution or delivery of
       the Merger Agreement, (ii) the consummation of the Offer and/or the
       Merger or (iii) the consummation of the other transactions
       contemplated in the Merger Agreement shall be deemed to be an event
       described in this Section 13 and shall not cause the Rights to be
       adjusted or exercisable in accordance with this Section 13.
  
       8.   Definition of "Merger".  The term "Merger" as defined herein
  shall include the merger contemplated by the Merger Agreement as of the
  date hereof, and shall also include, in the event the parties to the
  Merger Agreement duly amend the Merger Agreement to so reflect, a merger
  with respect to which the Company is a constituent corporation, but is
  not the surviving corporation.
  
       9.   Effectiveness.  This Amendment shall be deemed effective as of
  June 12, 2000.  Except as amended hereby, the Rights Agreement shall
  remain in full force and effect and shall be otherwise unaffected
  hereby.
  
       10.  Miscellaneous.  This Amendment shall be deemed to be a
  contract made under the laws of the State of New York and for all
  purposes shall be governed by and construed in accordance with the laws
  of such state applicable to contracts made and performed entirely within
  such state.  This Amendment may be executed in any number of
  counterparts, each of such counterparts shall for all purposes be deemed
  to be an original, and all such counterparts shall together constitute
  one and the same instrument.  If any provision, covenant or restriction
  of this Amendment is held by a court of competent jurisdiction or other
  authority to be invalid, illegal or unenforceable, the remainder of the
  terms, provisions, covenants and restrictions of this Amendment shall
  remain in full force and effect and shall in no way be effected,
  impaired or invalidated.
  
       IN WITNESS WHEREOF, the parties hereto have caused this Agreement
  to be
  duly executed and their respective corporate seals to be hereunto
  affixed and
  attested, all as of the day and year first above written.
  
  Attest:                          COMPTEK RESEARCH, INC.
  
  By: /s/Christopher A. Head       By:       /s/John J. Sciuto
  Name:  Christopher A. Head       Name:  John J. Sciuto
  Title: Executive Vice            Title:    President and Chief
  President, General Counsel       Executive Officer
  and Secretary
  
  Attest:                          AMERICAN STOCK TRANSFER &
                                   TRUST COMPANY
  
  By:                              By:
  /s/Susan Silber                  /s/Herbert J. Lemmer
  Name:  Susan Silber              Name:  Herbert J. Lemmer
  Title: Assistant                 Title:    Vice President
  Secretary
  
                                Exhibit 99.2
  
                       AGREEMENT AND PLAN OF MERGER
  
                                    among
  
                        NORTHROP GRUMMAN CORPORATION
  
                          YAVAPAI ACQUISITION CORP.
  
                                     and
  
                           COMPTEK RESEARCH, INC.
  
                          Dated as of June 12, 2000
  
                          TABLE OF CONTENTS
  
                                                                PAGE
  
  ARTICLE I                                                      1
   SECTION 1.01  CERTAIN DEFINED TERMS.                          1
  
  ARTICLE II                                                     7
   SECTION 2.01  THE OFFER.                                      7
   SECTION 2.02  COMPANY ACTION.                                 9
   SECTION 2.03  DIRECTORS.                                      9
  
  ARTICLE III                                                   10
   SECTION 3.01  THE MERGER.                                    10
   SECTION 3.02  CLOSING.                                       11
   SECTION 3.03  EFFECTIVE TIME.                                11
   SECTION 3.04  EFFECT OF THE MERGER.                          11
   SECTION 3.05  CERTIFICATE OF INCORPORATION; BYLAWS; DIRECTORS
               AND OFFICERS OF SURVIVING CORPORATION.           11
  
  ARTICLE IV                                                    12
   SECTION 4.01  CONVERSION OF SHARES                           12
   SECTION 4.02  EXCHANGE OF SHARES OTHER THAN TREASURY SHARES. 13
   SECTION 4.03  STOCK TRANSFER BOOKS.                          15
   SECTION 4.04  NO FRACTIONAL SHARE CERTIFICATES.              15
   SECTION 4.05  OPTIONS TO PURCHASE COMPANY COMMON STOCK.      16
   SECTION 4.06 CERTAIN ADJUSTMENTS.                            16
   SECTION 4.07  LOST, STOLEN OR DESTROYED CERTIFICATES.        17
   SECTION 4.08  TAKING OF NECESSARY ACTION; FURTHER ACTION.    17
  
  ARTICLE V                                                     17
   SECTION 5.01  ORGANIZATION AND QUALIFICATION; SUBSIDIARIES.  18
   SECTION 5.02  CERTIFICATE OF INCORPORATION AND BYLAWS.       18
   SECTION 5.03  CAPITALIZATION.                                18
   SECTION 5.04  AUTHORITY RELATIVE TO THIS AGREEMENT.          19
   SECTION 5.05  NO CONFLICT; REQUIRED FILINGS AND CONSENTS.    20
   SECTION 5.06  PERMITS; COMPLIANCE WITH LAWS.                 21
   SECTION 5.07  SEC FILINGS; FINANCIAL STATEMENTS.             22
   SECTION 5.08  ABSENCE OF CERTAIN CHANGES OR EVENTS.          22
   SECTION 5.09  EMPLOYEE BENEFIT PLANS; LABOR MATTERS.         23
   SECTION 5.10  CONTRACTS.                                     26
   SECTION 5.11  LITIGATION.                                    26
   SECTION 5.12  ENVIRONMENTAL MATTERS.                         27
   SECTION 5.13  INTELLECTUAL PROPERTY.                         27
   SECTION 5.14  TAXES.                                         29
   SECTION 5.15  INSURANCE.                                     30
   SECTION 5.16  PROPERTIES.                                    30
   SECTION 5.17  AFFILIATES.                                    31
   SECTION 5.18  OPINION OF FINANCIAL ADVISOR.                  31
   SECTION 5.19  BROKERS.                                       32
   SECTION 5.20  CERTAIN BUSINESS PRACTICES.                    32
   SECTION 5.21  BUSINESS ACTIVITY RESTRICTION.                 32
   SECTION 5.22 STATE TAKEOVER STATUTES; DISSENTERS' RIGHTS;
              RIGHTS AGREEMENT.                                 32
   SECTION 5.23  TAX FREE REORGANIZATION.                       33
   SECTION 5.24 VOTING REQUIREMENTS.                            33
  
  ARTICLE VI                                                    33
   SECTION 6.01  ORGANIZATION AND QUALIFICATION; SUBSIDIARIES.  33
   SECTION 6.02  CERTIFICATE OF INCORPORATION AND BYLAWS.       33
   SECTION 6.03  CAPITALIZATION.                                34
   SECTION 6.04  AUTHORITY RELATIVE TO THIS AGREEMENT.          34
   SECTION 6.05  NO CONFLICT; REQUIRED FILINGS AND CONSENTS.    34
   SECTION 6.06  TAX FREE REORGANIZATION.                       35
   SECTION 6.07  PERMITS; COMPLIANCE WITH LAWS.                 35
   SECTION 6.08  ABSENCE OF CERTAIN CHANGES OR EVENTS.          35
   SECTION 6.09  SEC FILINGS; FINANCIAL STATEMENTS.             35
   SECTION 6.10  BROKERS.                                       36
   SECTION 6.11  ISSUANCE OF PARENT COMMON STOCK.               36
   SECTION 6.12  COMPANY STOCK.                                 37
   SECTION 6.13  TAXES.                                         37
   SECTION 6.14. INFORMATION SUPPLIED.                          37
  
  ARTICLE VII                                                   38
   SECTION 7.01  CONDUCT OF BUSINESS BY COMPANY PENDING THE
   CLOSING.                                                     38
   SECTION 7.02  NOTICES OF CERTAIN EVENTS.                     41
   SECTION 7.03  ACCESS TO INFORMATION; CONFIDENTIALITY.        41
   SECTION 7.04  NO SOLICITATION OF TRANSACTIONS.               41
   SECTION 7.05  CONTROL OF OPERATIONS.                         42
   SECTION 7.06  FURTHER ACTION; CONSENTS; FILINGS.             42
   SECTION 7.07  ADDITIONAL REPORTS.                            43
   SECTION 7.08  EMPLOYEE RETENTION.                            44
   SECTION 7.09  THIRD PARTY CONSENTS.                          44
   SECTION 7.10  TAX-FREE TREATMENT.                            44
  
  ARTICLE VIII                                                  45
   SECTION 8.01  REGISTRATION STATEMENT; PROXY STATEMENT..      45
   SECTION 8.02  DIRECTORS' AND OFFICERS' INDEMNIFICATION AND
   INSURANCE.                                                   47
   SECTION 8.0  PUBLIC ANNOUNCEMENTS.                           48
   SECTION 8.04  EMPLOYEE BENEFIT MATTERS.                      49
   SECTION 8.05  NYSE LISTING.                                  49
   SECTION 8.06  BLUE SKY.                                      50
   SECTION 8.07  REASONABLE EFFORTS.                            50
  
  ARTICLE IX                                                    50
   SECTION 9.01  CONDITIONS TO THE OBLIGATIONS OF EACH PARTY
                 TO CONSUMMATE THE MERGER.                      50
  
  ARTICLE X                                                     51
   SECTION 10.01  TERMINATION.                                  51
   SECTION 10.02  EFFECT OF TERMINATION.                        52
   SECTION 10.03  AMENDMENT.                                    52
   SECTION 10.04  WAIVER.                                       52
   SECTION 10.05  ASSUMPTION OF CERTAIN OBLIGATIONS.            52
   SECTION 10.06  FEES, EXPENSES AND OTHER PAYMENTS.            52
  
  ARTICLE XI                                                    54
   SECTION 11.01  NON-SURVIVAL OF REPRESENTATIONS AND
                  WARRANTIES.                                   54
   SECTION 11.02  NOTICES.                                      55
   SECTION 11.03  SEVERABILITY.                                 56
   SECTION 11.04  ASSIGNMENT; BINDING EFFECT; BENEFIT.          56
   SECTION 11.05  INCORPORATION OF EXHIBITS.                    56
   SECTION 11.06  GOVERNING LAW.                                57
   SECTION 11.07  WAIVER OF JURY TRIAL.                         57
   SECTION 11.08  HEADINGS; INTERPRETATION.                     57
   SECTION 11.09  COUNTERPARTS.                                 57
   SECTION 11.10  ENTIRE AGREEMENT.                             57
   SECTION 11.11.  NO THIRD PARTY BENEFICIARIES.                57
   SECTION 11.12.  DISCLOSURE SCHEDULES.                        58
  
   ANNEX I
   COMPANY DISCLOSURE SCHEDULE
  
                    AGREEMENT AND PLAN OF MERGER
  
       AGREEMENT AND PLAN OF MERGER, dated as of June 12, 2000 (as
  amended, supplemented or otherwise modified from time to time,
  this "AGREEMENT"), among NORTHROP GRUMMAN CORPORATION, a Delaware
  corporation ("PARENT"), COMPTEK RESEARCH, INC., a New York
  corporation ("COMPANY"), and YAVAPAI ACQUISITION CORP., a
  Delaware corporation and a direct wholly owned subsidiary of
  Parent ("MERGER SUB").
  
                        W I T N E S S E T H:
  
       WHEREAS, it is proposed that Merger Sub shall make an
  exchange offer (the "OFFER") to exchange shares of common stock,
  par value $1.00 per share ("PARENT COMMON STOCK"), of Parent for
  all of the issued and outstanding shares (the "SHARES") of common
  stock, par value $.02 per share (the "COMPANY COMMON STOCK"), of
  the Company, including the associated Rights, in accordance with
  the terms provided in this Agreement;
  
       WHEREAS, for United States Federal income tax purposes, it
  is intended that the Offer and the Merger shall qualify as a tax-
  free reorganization under Section 368(a) of the Internal Revenue
  Code of 1986, as amended (together with the rules and regulations
  promulgated thereunder, the "CODE"), and that this Agreement
  shall be, and hereby is, adopted as a plan of reorganization for
  purposes of Section 368 of the Code; and
  
       WHEREAS, promptly after the execution and delivery of this
  Agreement and as a condition and inducement to the willingness of
  Parent and Merger Sub to proceed with this Agreement, Parent and
  certain stockholders of the Company (collectively, the
  "STOCKHOLDERS") are entering into an agreement (the "TENDER
  AGREEMENT") pursuant to which the Stockholders will agree to
  tender for exchange all of their Shares in the Offer, to vote to
  adopt and approve this Agreement and to take certain other
  actions in furtherance of the transactions contemplated by this
  Agreement upon the terms and subject to the conditions set forth
  in the Tender Agreement.
  
       NOW, THEREFORE, in consideration of the foregoing and the
  representations, warranties, covenants and agreements set forth
  herein, and other good and valuable consideration, the receipt
  and adequacy of which are hereby acknowledged, and intending to
  be legally bound hereby, the parties hereto hereby agree as
  follows:
  
                              ARTICLE I
  
                             DEFINITIONS
  
       SECTION 1.01  CERTAIN DEFINED TERMS.
  
       Unless the context otherwise requires, the following terms,
  when used in this Agreement, shall have the respective meanings
  specified below (such meanings to be equally applicable to the
  singular and plural forms of the terms defined):
  
       "AFFILIATE" shall mean, with respect to any Person, any
  other Person that controls, is controlled by or is under common
  control with the first Person.
  
       "BLUE SKY LAWS" shall mean state securities or "blue sky"
  laws.
  
       "ASE" shall mean the American Stock Exchange.
  
       "BCL" shall mean the Business Corporation Law of the State
  of New York.
  
       "BUSINESS DAY" shall mean any day on which the principal
  offices of the SEC in Washington, D.C. are open to accept
  filings, or, in the case of determining a date when any payment
  is due, any day on which banks are not required or authorized by
  Law or executive order to close in the City of New York.
  
       "COMPANY COMPETING TRANSACTION" shall mean any of the
  following involving the Company (other than the Offer and the
  Merger):
  
            (i)  any merger, consolidation, share exchange,
       business combination or other similar transaction;
  
            (ii) any sale, lease, exchange, transfer or other
       disposition of 20% or more of the assets of the Company and
       the Company Subsidiaries, taken as a whole, in a single
       transaction or series of transactions;
  
            (iii)     any tender offer or exchange offer for 20% or
       more of the outstanding voting securities of the Company or
       the filing of a registration statement under the Securities
       Act in connection therewith;
  
            (iv) any Person having acquired "beneficial ownership"
       (as such term is defined under Section 13(d) of the Exchange
       Act) or the right to acquire beneficial ownership of, or any
       "group" (as such term is defined under Section 13(d) of the
       Exchange Act) having been formed which beneficially owns or
       has the right to acquire beneficial ownership of, 33% or
       more of the outstanding voting securities of the Company;
  
            (v)  any solicitation by the Company in opposition to
       the Offer; or
  
            (vi) any public announcement of a proposal, plan or
       intention to do any of the foregoing or any agreement to
       engage in any of the foregoing.
  
       "COMPANY DISCLOSURE SCHEDULE" shall mean the disclosure
  schedule delivered by the Company to Parent simultaneously with
  the execution of this Agreement and forming a part hereof.
  
       "COMPANY ESPP" shall mean the Company's 1999 Employee Stock
  Purchase Plan.
  
       "COMPANY MATERIAL ADVERSE EFFECT" shall mean any change in
  or effect on the business of the Company or the Company
  Subsidiaries that, individually or in the aggregate (taking into
  account all other such changes or effects), is, or is reasonably
  likely to be, materially adverse to the business, assets,
  liabilities, financial condition or results of operations of the
  Company and the Company Subsidiaries, taken as a whole; provided,
  however, that "Company Material Adverse Effect" shall not be
  deemed to include the impact of (a) changes in generally accepted
  accounting principles, (b) acts or omissions of the Company taken
  with the prior written consent of Parent, (c) changes in general
  economic or industry conditions, (d) the compliance by the
  Company with the provisions of this Agreement and the effects of
  the Offer and the Merger on the business, assets, liabilities,
  financial condition or results of operations of the Company and
  the Company Subsidiaries, (e) any change in the market price or
  trading volume of the Company Common Stock, and (f) any changes
  or effects as a result of the announcement of the Offer and the
  Merger.
  
       "COMPANY MATERIAL CONTRACT" shall mean any contract or
  agreement of the Company or any Company Subsidiary:  (a) for
  indebtedness in excess of $1,000,000, (b) that is a "Material
  Contract" as such term is defined in Item 601(b)(10) of
  Regulation S-K promulgated by the SEC under the Exchange Act, (c)
  which limits the liability of the Company or any Company
  Subsidiary to compete (other than limitations undertaken in the
  ordinary course of business), (d) that imposes any indemnity
  obligation on the Company or any Company Subsidiary other than
  indemnity obligations incurred in the ordinary course of
  business, (e) that requires a capital expenditure in excess of
  $500,000, (f) that is a real property lease or government prime
  contract and the Company or any Company Subsidiary is lessee or
  prime contractor and which has a term in excess of one (1) year
  and requires aggregate payments or has a value in excess of
  $500,000, or (g) that has a term in excess of one (1) year and
  requires aggregate payments or has a value in excess of
  $1,000,000.
  
       "COMPANY'S KNOWLEDGE" shall mean the actual knowledge of the
  Company's Chief Executive Officer, Chief Operating Officer,
  Executive Vice President and General Counsel or Chief Financial
  Officer, or any President of Comptek Federal Systems, Inc.,
  Comptek PRB Associates, Inc. or Comptek Amherst Systems, Inc.
  
       "COMPANY STOCK PLANS" shall mean the Company 1992 Equity
  Incentive Plan, the Company 1998 Equity Incentive Stock Plan, the
  Company 1994 Stock Option Plan for Non-Employee Directors and the
  Company ESPP.
  
       "CONFIDENTIALITY AGREEMENT" shall mean the confidentiality
  agreement, dated as of February 4, 2000, between Parent and the
  Company.
  
       "DCAA" shall mean the Defense Contract Audit Agency.
  
       "DGCL" shall mean the General Corporation Law of the State
  of Delaware.
  
       "$" shall mean United States Dollars.
  
       "ENCUMBRANCES" shall mean all claims, security interests,
  liens, pledges, charges, escrows, options, proxies, rights of
  first refusal, preemptive rights, mortgages, hypothecations,
  prior assignments, title retention agreements, indentures,
  security agreements or any other encumbrance of any kind.
  
       "ENVIRONMENTAL LAW" shall mean any Law and any enforceable
  judicial or administrative interpretation thereof, including any
  judicial or administrative order, consent decree or judgment,
  relating to pollution or protection of the environment, health
  and safety, or natural resources, including, without limitation,
  those relating to the use, handling, transportation, treatment,
  storage, disposal, release or discharge of Hazardous Material.
  
       "ENVIRONMENTAL PERMIT" shall mean any permit, approval,
  identification number, license or other authorization required
  under or issued pursuant to any applicable Environmental Law.
  
       "ERISA" shall mean the Employee Retirement Income Security
  Act of 1974, as amended, together with the rules and regulations
  promulgated thereunder.
  
       "EXCHANGE ACT" shall mean the Securities Exchange Act of
  1934, as amended, together with the rules and regulations
  promulgated thereunder.
  
       "EXCHANGE RATIO" shall mean the quotient obtained by
  dividing $20.75 by the Final Average Closing Price; provided,
  however, that if the Final Average Closing Price is (i) equal to
  or less than $74.00, then the Exchange Ratio shall be 0.2804 or
  (ii) equal to or greater than $84.00, the Exchange Ratio shall be
  0.2470; provided, further, however, the Exchange Ratio may be
  adjusted as provided in Section 2.01.
  
       "EXPENSES" shall mean, with respect to any party hereto, all
  reasonable out-of-pocket expenses (including, without limitation,
  all fees and expenses of counsel, accountants, investment
  bankers, experts and consultants to a party hereto and its
  affiliates) incurred by such party or on its behalf in connection
  with or related to the authorization, preparation, negotiation,
  execution and performance of its obligations pursuant to this
  Agreement and the consummation of the Offer and the Merger, the
  preparation, printing, filing and mailing of the Registration
  Statement, the Company Proxy Statement, the publication of the
  Offer, the solicitation of stockholder approvals, the filing of
  HSR Act notices, if any, and all other matters related to the
  transactions contemplated hereby and the closing of the Merger.
  
       "FAR" shall mean the Federal Acquisition Regulation.
  
       "FINAL AVERAGE CLOSING PRICE" shall mean the average of the
  per share closing sales prices of Parent Common Stock, rounded to
  four decimal places, as reported under "NYSE Composite Reports"
  in The Wall Street Journal for each of the twenty (20) NYSE
  trading days in the period ending two Business Days prior to the
  effective date of the Registration Statement.
  
       "GOVERNMENTAL ENTITY" shall mean any United States Federal,
  state, local or foreign governmental, regulatory or
  administrative authority, agency or commission or any court,
  tribunal or arbitral body.
  
       "GOVERNMENTAL ORDER" shall mean any order, writ, judgment,
  injunction, decree, stipulation, determination or award entered
  by or with any Governmental Entity.
  
       "HAZARDOUS MATERIAL" shall mean (i) any petroleum, petroleum
  products, by-products or breakdown products, radioactive
  materials, friable asbestos-containing materials or
  polychlorinated biphenyls or (ii) any chemical, material or
  substance defined or regulated as toxic or hazardous or as a
  pollutant or contaminant or waste under any applicable
  Environmental Law.
  
       "HSR ACT" shall mean Hart-Scott-Rodino Antitrust
  Improvements Act of 1976, as amended, together with the rules and
  regulations promulgated thereunder.
  
       "IRS" shall mean the United States Internal Revenue Service.
  
       "LAW" shall mean any Federal, state, foreign or local
  statute, law, ordinance, regulation, rule, code, order, judgment,
  decree, other requirement or rule of law of the United States or
  any other jurisdiction.
  
       "NYSE" shall mean the New York Stock Exchange.
  
       "PARENT MATERIAL ADVERSE EFFECT" shall mean any change in or
  effect on the business of Parent and the Subsidiaries of the
  Parent that, individually or in the aggregate (taking into
  account all other such changes or effects), is, or is reasonably
  likely to be, materially adverse to the business, assets,
  liabilities, financial condition or results of operations of
  Parent and Subsidiaries, taken as a whole, provided, however,
  that "Parent Material Adverse Effect" shall not be deemed to
  include the impact of (a) changes in generally accepted
  accounting principles, (b) acts or omissions of Parent taken with
  the prior written consent of the Company, (c) changes in general
  economic or industry conditions, (d) the compliance by Parent or
  Merger Sub with the provisions of this Agreement and the effects
  of the Offer and the Merger on the business, assets, liabilities,
  financial condition or results of operations of Parent and its
  Subsidiaries, taken as a whole, (e) any change in the market
  price or trading volume of Parent Common Stock, and (f) any
  changes or effects as a result of the announcement of the Offer
  and the Merger.
  
       "PARENT'S KNOWLEDGE" shall mean the actual knowledge of the
  Parent's Chief Executive Officer, Chief Financial Officer,
  General Counsel, or Corporate Vice President and Treasurer.
  
       "PERMITTED ENCUMBRANCES" shall mean (i) liens for Taxes,
  assessments and other governmental charges not yet due and
  payable, (ii) immaterial unfiled mechanics', workmen's,
  repairmen's, warehousemen's, carriers' or other like liens
  arising or incurred in the ordinary course of business which are
  not yet due and payable and (iii) equipment leases with third
  parties entered into in the ordinary course of business which are
  not material or which are disclosed on Schedule 5.10 of the
  Company Disclosure Schedule.
  
       "PERSON" shall mean an individual, corporation, partnership,
  limited partnership, limited liability company, syndicate, person
  (including, without limitation, a "person" as defined in
  Section 13(d)(3) of the Exchange Act), trust, association, entity
  or government or political subdivision, agency or instrumentality
  of a government.
  
       "REPRESENTATIVES" of any specified Person shall mean the
  officers, directors, employees, accountants, consultants, legal
  counsel, agents and other representatives of such Person.
  
       "RIGHTS" shall mean the preferred stock purchase rights
  associated with the Company Common Stock pursuant to the Rights
  Agreement.
  
       "SEC" shall mean the United States Securities and Exchange
  Commission.
  
       "SECURITIES ACT" shall mean the Securities Act of 1933, as
  amended, together with the rules and regulations promulgated
  thereunder.
  
       "SUBSIDIARY" shall mean, with respect to any Person, any
  corporation, limited liability company, partnership, joint
  venture, trust or other legal entity of which such Person (either
  alone or through or together with any other subsidiary of such
  Person) owns, directly or indirectly, a majority of the stock or
  other equity interests, the holders of which are generally
  entitled to select by vote or other means the board of directors
  or other governing body of such corporation, limited liability
  company, partnership, joint venture, trust or other legal entity.
  
       "TAX" shall mean (i) any and all taxes, fees, levies,
  duties, tariffs, imposts and other charges of any kind (together
  with any and all interest, penalties, additions to tax and
  additional amounts imposed with respect thereto) imposed by any
  Governmental Entity or taxing authority ("TAXING AUTHORITY"),
  including, without limitation, taxes or other charges on or with
  respect to income, franchises, windfall or other profits, gross
  receipts, property, sales, use, capital stock, payroll,
  employment, social security, workers' compensation, unemployment
  compensation or net worth; taxes or other charges in the nature
  of excise, withholding, ad valorem, stamp, transfer, value-added
  or gains taxes; license, registration and documentation fees; and
  customers' duties, tariffs and similar charges; (ii) any
  liability for the payment of any amounts of the type described in
  (i) as a result of being a member of an affiliated, combined,
  consolidated or unitary group for any taxable period; and (iii)
  any liability for the payment of amounts of the type described in
  (i) or (ii) as a result of being a transferee of, or a successor
  in interest to, any Person or as a result of an express or
  implied obligation to indemnify any Person.
  
       "TAX RETURN" shall mean any return, statement or form
  (including, without limitation, any estimated tax reports or
  return, withholding tax reports or return and information report
  or return) required to be filed with respect to any Taxes.
  
       "U.S. GAAP" shall mean United States generally accepted
  accounting principles.
  
                             ARTICLE II
  
                              THE OFFER
  
       SECTION 2.01  THE OFFER.  (a) Provided that (i) this
  Agreement shall not have been terminated in accordance with
  Section 10.01 and (ii) none of the events set forth in Annex I
  hereto shall have occurred or be existing, Merger Sub shall, as
  promptly as practicable after the date hereof, commence the
  Offer.  Each Share (including the associated Right) accepted by
  Merger Sub in accordance with the Offer shall be exchanged for
  the right to receive from Merger Sub that number of fully paid
  and nonassessable shares of Parent Common Stock equal to the
  Exchange Ratio; provided, however, if the Final Average Closing
  Price is less than $74.00 on the day Parent makes a request to
  the SEC that the Registration Statement be declared effective,
  the Company shall have the right to terminate this Agreement (and
  such termination will have the effect set forth in Section 10.02
  but shall not trigger any provision of Sections 10.06(b), (c),
  (d) or (e)) if the Company gives written notice to Parent and
  Merger Sub within one Business Day of such day prior to the
  Registration Statement being declared effective (time being of
  the essence); provided, further, however, that such termination
  shall not be effective if Parent in the exercise of its sole
  discretion elects, by written notice to the Company within one
  Business Day to issue additional shares of Parent Common Stock
  sufficient to equal the value to be received if the Final Average
  Closing Price had been $74.00 (the "MAKE WHOLE RIGHT").  The
  initial expiration date of the Offer shall be the twentieth
  Business Day following commencement of the Offer.  The Offer
  shall be subject to the condition (the "MINIMUM CONDITION") that
  there shall be validly tendered in accordance with the terms of
  the Offer prior to the expiration date of the Offer and not
  withdrawn a number of Shares which, together with the Shares then
  owned by Parent and Merger Sub, represents at least 66.67% of the
  total number of outstanding Shares, assuming the exercise of all
  outstanding options, rights and convertible securities (if any)
  and the issuance of all Shares that the Company is obligated to
  issue (such total number of outstanding Shares being hereinafter
  referred to as the "FULLY DILUTED SHARES") and to the other
  conditions set forth in Annex I hereto.  Parent and Merger Sub
  expressly reserve the right to waive any conditions to the Offer
  and to make any change in the terms or conditions of the Offer;
  provided, however, that, without the written consent of the
  Company, no change may be made which changes the form or amount
  of consideration to be paid, imposes conditions to the Offer in
  addition to those set forth in Annex I, changes or waives the
  Minimum Condition, extends the Offer (except as set forth in the
  following two sentences), or makes any other change to any
  condition to the Offer set forth in Annex I which is adverse to
  the holders of Shares.  Subject to the terms of the Offer and
  this Agreement and the satisfaction (or waiver to the extent
  permitted by this Agreement) of the conditions to the Offer,
  Merger Sub shall accept for payment all Shares validly tendered
  and not withdrawn pursuant to the Offer as soon as practicable
  after the applicable expiration date of the Offer and shall pay
  for all such Shares promptly after acceptance; provided, that (x)
  Merger Sub may (or, if the conditions set forth in clause (1),
  (2), (3) or (4), or subclause (a), (b) or (c) of clause (5), of
  Annex I have not been satisfied, shall) extend the Offer for
  extension periods not in excess of 15 Business Days if, at the
  scheduled expiration date of the Offer or any extension thereof,
  any of the conditions to the Offer shall not have been satisfied,
  until such time as such conditions are satisfied or waived
  (provided, that if at any scheduled expiration date, all of the
  conditions to the Offer have been satisfied or waived other than
  the Minimum Condition, Merger Sub shall only be required to
  extend the Offer for an additional 20 Business Days following
  such scheduled expiration date; provided further, that Merger Sub
  shall not be required to extend the Offer if there is no
  reasonable possibility of all of the conditions to the Offer
  being satisfied on or before October 31, 2000), and (y) Merger
  Sub may extend the Offer if and to the extent required by the
  applicable rules and regulations of the SEC.  In addition, Merger
  Sub may extend the Offer after the acceptance of Shares
  thereunder for a further period of time by means of a subsequent
  offering period under Rule 14d-11 promulgated under the Exchange
  Act of not more than 20 Business Days to meet the objective
  (which is not a condition to the Offer) that there be validly
  tendered, in accordance with the terms of the Offer, prior to the
  expiration date of the Offer (as so extended) and not withdrawn a
  number of Shares, which together with Shares then owned by Parent
  and Merger Sub, represents at least 90% of the Fully Diluted
  Shares.  The Offer shall terminate upon any termination of this
  Agreement. Notwithstanding anything to the contrary set forth
  herein, no certificates or scrip representing fractional shares
  of Parent Common Stock shall be issued in connection with the
  exchange of Parent Common Stock for Shares upon consummation of
  the Offer, and in lieu thereof each tendering stockholder who
  would otherwise be entitled to a fractional share of Parent
  Common Stock in the Offer will be paid an amount in cash equal to
  the product obtained by multiplying (A) the fractional share
  interest such holder (after taking into account all shares of
  Company Common Stock held at the Effective Time by such holder)
  would otherwise be entitled by (B) the Final Average Closing
  Price.
  
            (b)  As soon as practicable after the date of this
  Agreement, but subject to receipt by Parent of the executed
  Tender Agreement, Parent shall prepare and file with the SEC a
  registration statement on Form S-4 to register the offer and sale
  of Parent Common Stock pursuant to the Offer (the "REGISTRATION
  STATEMENT").  The Registration Statement will include a
  preliminary prospectus containing the information required under
  Rule 14d-4(b) promulgated under the Exchange Act (the
  "PRELIMINARY PROSPECTUS").  As soon as practicable on the date of
  commencement of the Offer, Parent and Merger Sub shall (i) file
  with the SEC a Tender Offer Statement on Schedule TO with respect
  to the Offer (the "SCHEDULE TO") which will contain or
  incorporate by reference all or part of the Preliminary
  Prospectus and form of the related letter of transmittal
  (together with the Schedule TO and with any supplements or
  amendments to either hereof, collectively the "OFFER DOCUMENTS"),
  and (ii) cause the Offer Documents to be disseminated to holders
  of Shares.  Parent, Merger Sub and the Company each agree
  promptly to correct any information provided by it for use in the
  Registration Statement or the Offer Documents if and to the
  extent that it shall have become false or misleading in any
  material respect.  Parent and Merger Sub agree to take all steps
  necessary to cause the Offer Documents as so corrected to be
  filed with the SEC and to be disseminated to holders of Shares,
  in each case as and to the extent required by applicable federal
  securities laws and Blue Sky Laws.  The Company and its counsel
  shall be given a reasonable opportunity to review and comment on
  each of the Schedule TO, the Registration Statement and the Offer
  Documents prior to its being filed with the SEC.
  
       SECTION 2.02  COMPANY ACTION.  (a)  The Company hereby
  consents to the Offer and represents that its Board of Directors,
  at a meeting duly called and held, has (i) determined that this
  Agreement and the transactions contemplated hereby, including the
  Offer and the Merger (as defined in Section 3.01), are advisable
  and are fair to and in the best interest of the Company's
  stockholders, (ii) approved this Agreement and the transactions
  contemplated hereby, including the Offer and the Merger and the
  transactions contemplated thereby, and (iii) resolved to
  recommend acceptance of the Offer and approval and adoption of
  this Agreement and the Merger by the Company's stockholders (the
  recommendations referred to in this clause (iii) are collectively
  referred to in this Agreement as the "RECOMMENDATIONS").  The
  Company further represents that CIBC World Markets Corp. (the
  "COMPANY FINANCIAL ADVISOR") has rendered to the Company's Board
  of Directors its opinion to the effect that, as of the date of
  this Agreement, the Exchange Ratio is fair, from a financial
  point of view, to the holders of the Company Common Stock (other
  than Parent and its Affiliates).  The Company will promptly
  furnish Parent and Merger Sub pursuant to the terms of the
  Confidentiality Agreement with a list of its stockholders,
  mailing labels and any available listing or computer file
  containing the names and addresses of all record holders of
  Shares and lists of securities positions of Shares held in stock
  depositories, in each case as of the most recent practicable
  date, and will provide to Parent and Merger Sub such additional
  information (including, without limitation, updated lists of
  stockholders, mailing labels and lists of securities positions)
  and such other assistance as Parent or Merger Sub may reasonably
  request in connection with the Offer.
  
            (b)  As soon as practicable on the day that the Offer
  is commenced, the Company will file with the SEC and disseminate
  to holders of Shares a Solicitation/Recommendation Statement on
  Schedule 14D-9 (the "SCHEDULE 14D-9") which shall reflect the
  Recommendations; provided that the Board of Directors of the
  Company may withdraw, modify or change such Recommendations if
  but only if (i) it believes in good faith, based on such matters
  as it deems relevant, after consultation with the Company's
  financial advisors, that a Company Superior Proposal (as defined
  in Section 7.04) has been made and (ii) it has determined in good
  faith, after consultation with outside legal counsel, that the
  withdrawal, modification or change of such Recommendation is, in
  the good faith judgment of the Board of Directors, required by
  the Board to comply with its fiduciary duties imposed by New York
  Law.  The Company, Parent and Merger Sub each agree promptly to
  correct any information provided by it for use in the
  Schedule 14D-9 if and to the extent that it shall have become
  false or misleading in any material respect.  The Company agrees
  to take all steps necessary to cause the Schedule 14D-9 as so
  corrected to be filed with the SEC and to be disseminated to
  holders of Shares, in each case as and to the extent required by
  applicable federal securities laws.  Parent and its counsel shall
  be given a reasonable opportunity to review and comment on the
  Schedule 14D-9 prior to its being filed with the SEC.
  
       SECTION 2.03  DIRECTORS.  (a) Effective upon the acceptance
  for payment by Merger Sub of 66.67% of the Shares pursuant to the
  Offer (the "APPOINTMENT TIME"), Parent shall be entitled to
  designate the number of directors, rounded up to the next whole
  number, on the Company's Board of Directors that equals the
  product of (i) the total number of directors on the Company's
  Board of Directors (giving effect to the election of any
  additional directors pursuant to this Section) and (ii) the
  percentage that the number of Shares owned by Parent or Merger
  Sub (including Shares accepted for payment) bears to the total
  number of Shares outstanding, and the Company shall take all
  action necessary to cause Parent's designees to be elected or
  appointed to the Company's Board of Directors, including, without
  limitation, increasing the number of directors, or seeking and
  accepting resignations of incumbent directors, or both; provided
  that, prior to the Effective Time (as defined in Section 3.03),
  the Company's Board of Directors shall always have at least two
  members who were directors of the Company prior to consummation
  of the Offer (each, a "CONTINUING DIRECTOR").  If the number of
  Continuing Directors is reduced to less than two for any reason
  prior to the Effective Time, the remaining and departing
  Continuing Directors shall be entitled to designate a person to
  fill the vacancy.  At such times, the Company will use its best
  efforts to cause individuals designated by Parent to constitute
  the same percentage as such individuals represent on the
  Company's Board of Directors of (x) each committee of the Board
  of Directors of the Company, (y) each Board of Directors of each
  Subsidiary of the Company and (z) each committee of each such
  Board.  Notwithstanding anything in this Agreement to the
  contrary, in the event that Parent's designees are elected to the
  Company's Board of Directors prior to the Effective Time, the
  affirmative vote of the Continuing Directors shall be required
  for the Company to (a) amend or terminate this Agreement or agree
  or consent to any amendment or termination of this Agreement, (b)
  waive any of the Company's rights, benefits or remedies
  hereunder, (c) extend the time for performance of Parent's and
  Merger Sub's respective obligations hereunder, or (d) approve any
  other action by the Company which is reasonably likely to
  adversely affect the interests of the stockholders of the Company
  (other than Parent, Merger Sub and their Affiliates (other than
  the Company and the Company Subsidiaries)), with respect to the
  transactions contemplated by this Agreement.
  
            (b)  The Company's obligations to appoint designees to
  the Board of Directors shall be subject to Section 14(f) of the
  Exchange Act and Rule 14f-l promulgated thereunder.  The Company
  shall promptly take all actions required pursuant to
  Section 14(f) and Rule 14f-l in order to fulfill its obligations
  under this Section 2.03 and shall include in the Schedule 14D-9
  such information with respect to the Company and its officers and
  directors as is required under Section 14(f) and Rule 14f-l to
  fulfill its obligations under this Section 2.03.  Parent will
  supply to the Company in writing and be solely responsible for
  any information with respect to itself and its nominees,
  officers, directors and Affiliates required by Section 14(f) and
  Rule 14f-1.
  
                             ARTICLE III
  
                             THE MERGER
  
       SECTION 3.01  THE MERGER.
  
       Upon the terms and subject to the conditions set forth in
  this Agreement, and in accordance with the DGCL and the BCL, at
  the Effective Time, Merger Sub shall be merged with and into the
  Company (the "MERGER").  As a result of the Merger, the separate
  corporate existence of Merger Sub shall cease and the Company
  shall continue as the surviving corporation of the Merger as a
  wholly owned subsidiary of Parent (the "SURVIVING CORPORATION").
  
       SECTION 3.02  CLOSING.
  
       Unless this Agreement shall have been terminated and the
  Merger herein contemplated shall have been abandoned pursuant to
  Section 10.01 and subject to the satisfaction or waiver of the
  conditions set forth in Article IX, the consummation of the
  Merger shall take place as promptly as practicable (and in any
  event within three Business Days) after satisfaction or waiver of
  the conditions set forth in Article IX (the "CLOSING DATE") at a
  closing (the "CLOSING") to be held at 10:00 AM at the offices of
  Parent, unless another date, time or place is agreed to by Parent
  and the Company.
  
       SECTION 3.03  EFFECTIVE TIME.
  
       At the Closing, the parties shall cause the Merger to be
  consummated by filing (i) a certificate of merger (the "DELAWARE
  CERTIFICATE OF MERGER") with the Secretary of State of the State
  of Delaware in such form as required by, and executed in
  accordance with the relevant provisions of, the DGCL and (ii) a
  certificate of merger (the "NEW YORK CERTIFICATE OF MERGER") with
  the Secretary of State of the State of New York in such form as
  required by, and executed in accordance with the relevant
  provisions of, the BCL (the date and time of such filings, or
  such later date and time as may be set forth therein, being the
  "EFFECTIVE TIME").
  
       SECTION 3.04  EFFECT OF THE MERGER.
  
       At the Effective Time, the effect of the Merger shall be as
  provided in the applicable provisions of the DGCL and the BCL.
  Without limiting the generality of the foregoing, and subject
  thereto, at the Effective Time, except as otherwise provided
  herein, all the property, rights, privileges, powers and
  franchises of Merger Sub and the Company shall vest in the
  Company as the Surviving Corporation, and all debts, liabilities
  and duties of Merger Sub and the Company shall become the debts,
  liabilities and duties of the Company as the Surviving
  Corporation.
  
       SECTION 3.05  CERTIFICATE OF INCORPORATION; BYLAWS;
  DIRECTORS AND OFFICERS OF SURVIVING CORPORATION.
  
       Unless otherwise agreed by Parent and the Company before the
  Effective Time, at the Effective Time:
  
            (a)  the certificate of incorporation of the Company in
       effect immediately prior to the Effective Time shall be
       amended and restated in its entirety to read substantially
       the same as the certificate of incorporation of Merger Sub;
       provided, however, that Article I of the certificate of
       incorporation of the Surviving Corporation shall be amended
       to read as follows:  "The name of the corporation is COMPTEK
       RESEARCH, INC." and, as so amended and restated, shall be
       the certificate of incorporation of the Surviving
       Corporation until amended in accordance with the terms
       thereof and applicable Law;
  
            (b)  the bylaws of the Company in effect immediately
       prior to the Effective Time shall be amended and restated in
       their entirety to read substantially the same as the bylaws
       of Merger Sub, and, as so amended and restated, shall be the
       bylaws of the Surviving Corporation until amended in
       accordance with the terms thereof and applicable Law;
  
            (c)  the officers of Merger Sub immediately prior to
       the Effective Time shall serve in their respective offices
       of the Surviving Corporation from and after the Effective
       Time, in each case until their successors are elected or
       appointed and qualified or until their resignation or
       removal; and
  
            (d)  the directors of Merger Sub immediately prior to
       the Effective Time shall serve as the directors of the
       Surviving Corporation from and after the Effective Time, in
       each case until their successors are elected or appointed
       and qualified or until their resignation or removal.
  
                             ARTICLE IV
  
         CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES
  
       SECTION 4.01  CONVERSION OF SHARES
  
       At the Effective Time, by virtue of the Merger, and without
  any action on the part of Parent, Merger Sub, the Company or the
  holders of any of the following securities:
  
            (a)  Each share of Company Common Stock issued and
       outstanding immediately before the Effective Time (excluding
       (i) those held in the treasury of the Company, (ii) those
       owned by any wholly owned Subsidiary of the Company and
       (iii) those as to which appraisal rights, if any, have been
       exercised) and all rights in respect thereof, shall be
       converted into and shall represent the right to receive that
       number of fully paid and nonassessable shares of Parent
       Common Stock equal to the Exchange Ratio.  Unless the
       context otherwise requires, (i) each reference in this
       Agreement to shares of Company Common Stock shall include
       the associated Rights issued pursuant to the Rights
       Agreement and (ii) each reference in this Agreement to
       shares of Parent Common Stock shall include the associated
       Rights issued pursuant the Rights Agreement dated as of
       August 12, 1991 and amended on September 23, 1998 between
       Parent and Chase Mellon Shareholders Services, LLC.  All of
       the shares of Company Common Stock to be converted into
       Parent Common Stock pursuant to this Section 4.01(a) shall
       cease to be outstanding, shall automatically be canceled and
       retired and shall cease to exist, and each holder of a
       certificate representing any such shares of Company Common
       Stock shall cease to have any rights with respect thereto,
       except the right to receive the number of shares of Parent
       Common Stock issuable therefor upon the surrender of such
       certificate in accordance with Section 4.02(c) hereof,
       without interest, and cash in lieu of fractional shares as
       contemplated by Section 4.04.
  
            (b)  Each share of Company Common Stock held in the
       treasury of the Company or owned by any wholly owned
       subsidiary of the Company immediately prior to the Effective
       Time shall be canceled and retired and no shares of stock or
       other securities of Parent, the Surviving Corporation or any
       other corporation shall be issuable, and no payment of other
       consideration shall be made, with respect thereto and no
       payment of other consideration shall be made, with respect
       thereto.
  
            (c)  Each issued and outstanding share of capital stock
       of Merger Sub shall be converted into and become one fully
       paid and nonassessable share of common stock, par value $.01
       per share, of the Surviving Corporation.  From and after the
       Effective Time, each outstanding certificate theretofore
       representing shares of Merger Sub common stock shall be
       deemed for all purposes to evidence ownership of and to
       represent the number of shares of Surviving Corporation
       common stock into which such shares of Merger Sub common
       stock shall have been converted.  Promptly after the
       Effective Time, the Surviving Corporation shall issue to
       Parent a stock certificate representing 1,000 shares of
       Surviving Corporation common stock in exchange for the
       certificate that formerly represented shares of Merger Sub
       common stock, which shall be surrendered by Parent and
       cancelled.
  
       SECTION 4.02  EXCHANGE OF SHARES OTHER THAN TREASURY SHARES.
  
            (a)  EXCHANGE AGENT.  At or prior to the Effective
       Time, Parent shall enter into an agreement with a bank or
       trust company designated by Parent and reasonably acceptable
       to the Company, to act as exchange agent for the Merger (the
       "EXCHANGE AGENT").
  
            (b)  PARENT TO PROVIDE COMMON STOCK.  Parent shall make
       available to the Exchange Agent for the benefit of the
       holders of Company Common Stock (i) promptly after the
       Effective Time, certificates of Parent Common Stock ("PARENT
       CERTIFICATES") representing the number of whole shares of
       Parent Common Stock issuable pursuant to Section 4.01(a) in
       exchange for shares of Company Common Stock outstanding
       immediately prior to the Effective Time; and (ii) no later
       than the Closing, sufficient funds to permit payment of cash
       in lieu of fractional shares pursuant to Section 4.04.  All
       funds deposited with the Exchange Agent shall be invested as
       directed by the Surviving Corporation; provided, that such
       investments shall be in obligations of or guaranteed by the
       United States of America or of any agency thereof and backed
       by the full faith and credit of the United States of
       America, or in deposit accounts, certificates of deposit or
       banker's acceptances of, repurchase or reverse repurchase
       agreements with, or Eurodollar time deposits purchased from,
       commercial banks with capital, surplus and undivided profits
       aggregating in excess of $100 million (based on the most
       recent financial statements of such bank which are then
       publicly available).
  
            (c)  EXCHANGE PROCEDURES.  The Exchange Agent shall
       mail to each holder of record of certificates of Company
       Common Stock ("COMPANY CERTIFICATES"), whose shares were
       converted into the right to receive shares of Parent Common
       Stock (and cash in lieu of fractional shares pursuant to
       Section 4.04) promptly after the Effective Time (and in any
       event no later than three Business Days after the later to
       occur of the Effective Time and receipt by Parent of a
       complete list from the Company of the names and addresses of
       its holders of record):  (i) a form letter of transmittal
       (which shall specify that delivery shall be effected, and
       risk of loss and title to the Company Certificates shall
       pass, only upon receipt of the Company Certificates by the
       Exchange Agent, and shall be in such form and have such
       other provisions as Parent may reasonably specify, and which
       shall be reasonably satisfactory to the Company); and (ii)
       instructions for use in effecting the surrender of the
       Company Certificates in exchange for Parent Certificates
       (and cash in lieu of fractional shares).  Upon surrender of
       a Company Certificate for cancellation to the Exchange Agent
       or to such other agent or agents as may be appointed by
       Parent, together with such letter of transmittal, duly
       completed and validly executed, and such other documents as
       may be reasonably required by the Exchange Agent, the holder
       of such Company Certificate shall be entitled to receive in
       exchange therefor a Parent Certificate representing the
       number of whole shares of Parent Common Stock that such
       holder has the right to receive pursuant to this Article IV
       and payment of cash in lieu of fractional shares which such
       holder has the right to receive pursuant to Section 4.04,
       and the Company Certificate so surrendered shall forthwith
       be canceled.  Until so surrendered, each outstanding Company
       Certificate that, prior to the Effective Time, represented
       shares of Company Common Stock will be deemed from and after
       the Effective Time, for all purposes other than the payment
       of dividends and distributions, to evidence the right to
       receive the ownership of the number of full shares of Parent
       Common Stock into which such shares of Company Common Stock
       shall have been so converted plus cash in lieu of the
       issuance of any fractional shares in accordance with
       Section 4.04.  Notwithstanding any other provision of this
       Agreement, no interest will be paid or will accrue on any
       cash payable to holders of Company Certificates pursuant to
       the provisions of this Article IV.
  
            (d)  DISTRIBUTIONS WITH RESPECT TO UNEXCHANGED SHARES.
       No dividends or other distributions with respect to Parent
       Common Stock with a record date after the Effective Time
       will be paid to the holder of any unsurrendered Company
       Certificate with respect to the shares of Parent Common
       Stock represented thereby until the holder of record of such
       Company Certificate shall surrender such Company
       Certificate.  Subject to the effect of applicable escheat or
       similar laws, following surrender of any such Company
       Certificate, there shall be paid to the record holder of the
       Parent Certificates issued in exchange therefor, without
       interest, at the time of such surrender, the amount of any
       such dividends or other distributions with a record date
       after the Effective Time theretofore payable (but for the
       provisions of this Section 4.02(d)) with respect to such
       shares of Parent Common Stock.
  
            (e)  TRANSFER OF OWNERSHIP.  If any Parent Certificate
       is to be issued in a name, or cash paid to a Person, other
       than that in which the Company Certificate surrendered in
       exchange therefor is registered, it will be a condition of
       the issuance and/or payment thereof that the Company
       Certificate so surrendered will be properly endorsed and
       otherwise in proper form for transfer and that the Person
       requesting such exchange will have paid to Parent or any
       agent designated by it any transfer or other taxes required
       by reason of the issuance of a Parent Certificate for shares
       of Parent Common Stock in any name other than that of the
       registered holder of the Company Certificate surrendered, or
       established to the satisfaction of Parent or any agent
       designated by it that such tax has been paid or is not
       payable.
  
            (f)  TERMINATION OF EXCHANGE AGENT FUNDING.  Any
       portion of funds (including any interest earned thereon) or
       Parent Certificates held by the Exchange Agent which have
       not been delivered to holders of Company Certificates
       pursuant to this Article IV within six months after the
       Effective Time shall promptly be paid or delivered, as
       appropriate, to Parent, and thereafter holders of Company
       Certificates who have not theretofore complied with the
       exchange procedures set forth in and contemplated by this
       Section 4.02 shall thereafter look only to Parent (subject
       to abandoned property, escheat and similar laws) only as
       general creditors thereof for their claim for shares of
       Parent Stock, any cash in lieu of fractional shares of
       Parent Common Stock and any dividends or distributions (with
       a record date after the Effective Time) with respect to
       Parent Common Stock to which they are entitled.
  
            (g)  NO LIABILITY. Notwithstanding anything to the
       contrary in this Section 4.02, none of the Exchange Agent,
       the Surviving Corporation or any party hereto shall be
       liable to any Person in respect of any shares of Parent
       Common Stock or cash delivered to a public official pursuant
       to any applicable abandoned property, escheat or similar
       Law.
  
       SECTION 4.03  STOCK TRANSFER BOOKS.
  
       At the Effective Time, the stock transfer books of the
  Company shall each be closed, and there shall be no further
  registration of transfers of shares of Company Common Stock
  thereafter on the records of any such stock transfer books.  In
  the event of a transfer of ownership of shares of Company Common
  Stock that is not registered in the stock transfer records of the
  Company at the Effective Time, a certificate or certificates
  representing the number of full shares of Parent Common Stock
  into which such shares of Company Common Stock shall have been
  converted shall be issued to the transferee plus cash in lieu of
  fractional shares, if any, in accordance with Section 4.04
  hereof, and a cash payment in the amount of dividends, if any, in
  accordance with Section 4.02(d) hereof, if the certificate or
  certificates representing such shares of Company Common Stock is
  or are surrendered as provided in Section 4.02(c) hereof,
  accompanied by all documents required to evidence and effect such
  transfer and by evidence of payment of any applicable stock
  transfer tax.
  
       SECTION 4.04  NO FRACTIONAL SHARE CERTIFICATES.
  
       No scrip or fractional share Parent Certificate shall be
  issued upon the surrender for exchange of Company Certificates,
  and an outstanding fractional share interest shall not entitle
  the owner thereof to vote, to receive dividends or to any rights
  of a stockholder of Parent or of Surviving Corporation with
  respect to such fractional share interest.  No later than the
  Closing, Parent shall deposit with the Exchange Agent an amount
  in cash sufficient for the Exchange Agent to pay each holder of
  Company Common Stock an amount in cash, rounded to the nearest
  whole cent, equal to the product obtained by multiplying (i) the
  fractional share interest to which such holder would otherwise be
  entitled (after taking into account all shares of Company Common
  Stock held at the Effective Time by such holder) by (ii) the
  Final Average Closing Price.  As soon as practicable after the
  determination of the amount of cash, if any, to be paid to
  holders of Company Common Stock with respect to any fractional
  share interests, the Exchange Agent shall make available such
  amounts, net of any required withholding taxes, to such holders
  of Company Common Stock, subject to and in accordance with the
  terms of Section 4.02 hereof.
  
       SECTION 4.05  OPTIONS TO PURCHASE COMPANY COMMON STOCK.
  
       (a)  Commencing ten (10) Business Days prior to consummation
  of the Offer, each option granted by the Company to purchase
  shares of Company Common Stock pursuant to the Company Stock
  Plans or otherwise listed on Schedule 5.03 of the Company
  Disclosure Schedule ("COMPANY STOCK OPTIONS") shall be vested and
  exercisable in full.
  
       (b)  At the Effective Time, each Company Stock Option which
  is outstanding and unexercised immediately prior to the Effective
  Time shall, without any further action, be assumed automatically
  by Parent and converted into an option to purchase shares of
  Parent Common Stock on economically equivalent terms and
  conditions as in effect immediately prior to the Effective Time
  (except to the extent that such terms, conditions and
  restrictions may be altered in accordance with their terms as a
  result of the Merger contemplated hereby and except that all
  references in each such Company Stock Option to the Company shall
  be deemed to refer to Parent), and provided that (i) each such
  Company Stock Option shall be exercisable for that whole number
  of shares of Parent Common Stock (rounded to the nearest share)
  equal to the product of (y) the number of shares of Company
  Common Stock subject to such Company Stock Option and (z) the
  Exchange Ratio, and (ii) the option exercise price per share of
  Parent Common Stock shall be an amount equal to (y) the option
  exercise price per share of Company Common Stock under such
  Company Stock Option in effect immediately prior to the Effective
  Time divided by (z) the Exchange Ratio (the option exercise
  price, as so determined, being rounded to the nearest full cent).
  It is the intention of the parties that, subject to applicable
  Law, the Company Stock Options assumed by Parent qualify
  following the Effective Time as "incentive stock options" (as
  defined in Section 422 of the Code) to the extent that such
  Company Stock Options qualified as incentive stock options prior
  to the Effective Time.  Parent makes no representation with
  respect to such qualification.  To the extent Parent provides
  similar treatment for its employee stock options, as soon as
  practicable after the Effective Time, Parent shall file a
  registration statement (including a reoffer prospectus) on Form S-
  8 (or any successor form), or another appropriate form, with
  respect to the shares of Parent Common Stock subject to such
  assumed Company Stock Options and shall use its best efforts to
  maintain the effectiveness of such registration statement (and
  maintain the current status of the prospectus contained therein)
  for so long as such assumed Company Stock Options remain
  outstanding.
  
       SECTION 4.06 CERTAIN ADJUSTMENTS.
  
       If between the date of this Agreement and the Effective
  Time, (a) the outstanding shares of Parent Common Stock or
  Company Common Stock shall be changed into a different number of
  shares or securities by reason of any reclassification,
  recapitalization, split-up, combination or exchange of shares, or
  any dividend payable in stock or other securities shall be
  declared thereon with a record date within such period, or (b)
  the number of shares of Company Common Stock on a fully diluted
  basis is in excess of that specified in Section 5.03 and
  disclosed in Schedule 5.03 of the Company Disclosure
  Schedule (regardless of whether such excess is a result of an
  additional issuance of capital stock except as otherwise
  permitted pursuant to this Agreement or a correction to such
  Sections), then, in either case, the Exchange Ratio established
  pursuant to the provisions of Section 2.01 and shall be adjusted
  accordingly (by the proportionate adjustment of each of the
  number of shares of Parent Common Stock and Company Common Stock)
  to provide Parent and the stockholders and option holders of the
  Company the same economic effect as contemplated by this
  Agreement prior to such reclassification, recapitalization, split-
  up, combination, exchange, dividend or increase.
  
       SECTION 4.07  LOST, STOLEN OR DESTROYED CERTIFICATES.
  
       In the event any Company Certificates shall have been lost,
  stolen or destroyed, the Exchange Agent shall issue in exchange
  for such lost, stolen or destroyed Company Certificates, upon the
  making of an affidavit of that fact by the holder thereof, such
  shares of Parent Common Stock (and cash in lieu of fractional
  shares) as may be required pursuant to Section 4.01; provided,
  however, that Parent may, in its discretion and as a condition
  precedent to the issuance thereof, require the owner of such
  lost, stolen or destroyed Company Certificates to indemnify
  Parent against any claim that may be made against Parent, the
  Surviving Corporation or the Exchange Agent with respect to the
  Company Certificates alleged to have been lost, stolen or
  destroyed.
  
       SECTION 4.08  TAKING OF NECESSARY ACTION; FURTHER ACTION.
  
       If, at any time after the Effective Time, any further action
  is necessary or desirable to carry out the purposes of this
  Agreement and to vest the Surviving Corporation with full right,
  title and possession to all assets, property, rights, privileges,
  powers and franchises of the Company, the officers and directors
  of the Company are fully authorized in the name of their
  corporation or otherwise to take, and will use good faith efforts
  to take, all such lawful and necessary action, so long as such
  action is not inconsistent with this Agreement.
  
                              ARTICLE V
  
            REPRESENTATIONS AND WARRANTIES OF THE COMPANY
  
       The Company hereby represents and warrants to Parent and
  Merger Sub, subject to the exceptions specifically disclosed in
  writing in the Company Disclosure Schedule, all such exceptions
  to be referenced to a specific representation set forth in this
  Article V, that:
  
       SECTION 5.01  ORGANIZATION AND QUALIFICATION; SUBSIDIARIES.
  
       (a)  Each of the Company and each directly and indirectly
  owned Subsidiary of the Company has been duly organized and is
  validly existing and in good standing (to the extent applicable)
  under the laws of the jurisdiction of its incorporation or
  organization, as the case may be, and has the requisite corporate
  power and authority to own, lease and operate its properties and
  to carry on its business as it is now being conducted.  The
  Company and each Company Subsidiary is duly qualified or licensed
  to do business, and is in good standing (to the extent
  applicable), in each jurisdiction where the character of the
  properties owned, leased or operated by it or the nature of its
  business makes such qualification or licensing necessary, except
  for such failures to be so qualified or licensed and in good
  standing that could not reasonably be expected to have,
  individually or in the aggregate, a Company Material Adverse
  Effect.
  
       (b)  Schedule 5.01 of the Company Disclosure Schedule sets
  forth, as of the date of this Agreement, a true and complete list
  of each Company Subsidiary, together with (i) the jurisdiction of
  incorporation or organization of each Company Subsidiary and the
  percentage of each Company Subsidiary's outstanding capital stock
  or other equity interests owned by the Company or another Company
  Subsidiary and (ii) an indication of whether each Company
  Subsidiary is a "SIGNIFICANT SUBSIDIARY" as defined in Regulation
  S-X promulgated by the SEC under the Securities Act and the
  Exchange Act.  Except as set forth in Schedule 5.01 of the
  Company Disclosure Schedule, neither the Company nor any Company
  Subsidiary owns an equity interest in any partnership or joint
  venture arrangement or other business entity that is material to
  the business, assets, liabilities, financial condition or results
  of operations of the Company and the Company Subsidiaries, taken
  as a whole.
  
       (c)  The maximum amount of shares of Company Common Stock
  eligible to be purchased under the Company ESPP for the quarter
  ending June 30, 2000 does not exceed 30,000.
  
       SECTION 5.02  CERTIFICATE OF INCORPORATION AND BYLAWS.
  
       The copies of certificate of incorporation and bylaws of the
  Company and the Company Subsidiaries previously presented to
  Parent by the Company are true, complete and correct copies
  thereof.  Such certificates of incorporation and bylaws are in
  full force and effect.  None of the Company or any Company
  Subsidiary is in violation of any of the provisions of its
  certificate of incorporation or bylaws.
  
       SECTION 5.03  CAPITALIZATION.
  
       The authorized capital stock of the Company consists of
  20,000,000 shares of Company Common Stock and 3,000,000 shares of
  preferred stock, par value $0.01 per share ("COMPANY PREFERRED
  STOCK").  At May 31, 2000, (i) 6,223,094 shares of Company Common
  Stock were issued and outstanding, all of which outstanding
  shares were validly issued and are fully paid and nonassessable,
  (ii) 473,110 shares of Company Common Stock were held in the
  treasury of the Company, (iii) 101,864 shares of Company Common
  Stock were reserved for future issuance pursuant to Company Stock
  Plans; (iv) no shares of Company Preferred Stock are outstanding;
  and (v) 559,709 shares of Company Common Stock were reserved for
  issuance pursuant to the Company ESPP.  The name of each holder
  of a Company Stock Option, the grant date of each Company Stock
  Option, the number of shares of Company Common Stock for which
  each Company Stock Option is exercisable, the vesting or exercise
  schedule and the exercise price of each Company Stock Option at
  May 31, 2000 are set forth in Schedule 5.03 of the Company
  Disclosure Schedule.  Except for shares of Company Common Stock
  issuable pursuant to Company Stock Plans and stock option
  agreements entered into in connection therewith, and the Company
  ESPP and as otherwise set forth in Schedule 5.03 of the Company
  Disclosure Schedule, there are no options, warrants or other
  rights, agreements, arrangements or commitments of any character
  to which the Company or any Company Subsidiary is a party or by
  which the Company or any Company Subsidiary is bound relating to
  the issued or unissued capital stock of the Company or any
  Company Subsidiary or obligating the Company or any Company
  Subsidiary to issue or sell any shares of capital stock of, or
  other equity interests in, the Company or any Company Subsidiary.
  All shares of Company Common Stock subject to issuance as
  aforesaid, upon issuance prior to the Effective Time on the terms
  and conditions specified in the instruments pursuant to which
  they are issuable, will be duly authorized, validly issued, fully
  paid and nonassessable.  There are no outstanding contractual
  obligations of the Company or any Company Subsidiary to
  repurchase, redeem or otherwise acquire any shares of Company
  Common Stock or any capital stock of any Company Subsidiary.
  Each outstanding share of capital stock of each Company
  Subsidiary is duly authorized, validly issued, fully paid and
  nonassessable and each such share owned by the Company or another
  Company Subsidiary is free and clear of all Encumbrances.  Except
  as set forth in Schedule 5.03 of the Company Disclosure Schedule,
  to the Company's Knowledge there are no outstanding contractual
  obligations of the Company or any Company Subsidiary to provide
  funds to, or make any material investment (in the form of a loan,
  capital contribution or otherwise) in excess of $100,000 in any
  Company Subsidiary or any other entity or Person, other than
  commitments to provide funds pursuant to commercially reasonable
  cash management practices and other than commitments less than
  $100,000 to any Company Subsidiary or less than $25,000 to any
  other Company Affiliate.
  
       SECTION 5.04  AUTHORITY RELATIVE TO THIS AGREEMENT.
  
       The Company has all necessary corporate power and authority
  to execute and deliver this Agreement, to perform its obligations
  hereunder, and to consummate the transactions contemplated
  hereby.  The execution and delivery of this Agreement by the
  Company and the consummation by the Company of the transactions
  contemplated hereby have been duly and validly authorized by all
  necessary corporate action, and no other corporate proceedings on
  the part of the Company are necessary to authorize this Agreement
  or to consummate the transactions contemplated hereby (other
  than, with respect to the Merger, the approval of this Agreement
  by the holders of 66.67% of the outstanding shares of Company
  Common Stock entitled to vote with respect thereto at the Company
  Stockholders' Meeting (as defined in Section 8.01(b)), and the
  filing and recordation of the New York Certificate of Merger as
  required by the BCL).  This Agreement has been duly executed and
  delivered by the Company and, assuming the due authorization,
  execution and delivery by the other parties hereto, constitutes
  the legal, valid and binding obligation of the Company,
  enforceable against the Company in accordance with its terms
  except to the extent that enforceability thereof may be limited
  by applicable bankruptcy, insolvency, reorganization or similar
  laws affecting the enforcement of creditors' rights generally and
  by principles of equity regarding the availability of remedies.
  The Board of Directors of the Company has adopted resolutions for
  the Company to take all necessary action to cause the Parent and
  Merger Sub not to be deemed an "Acquiring Person" under the
  Rights Agreement, dated as of April 16, 1999, between the Company
  and American Stock Transfer and Trust Company, as Rights Agent
  (the "RIGHTS AGREEMENT"), and to ensure that neither the
  execution of this Agreement, nor the consummation of the
  transactions contemplated herein, shall result in any Rights
  under the Rights Agreement being exercisable.  The Company shall
  use its best efforts to deliver within five Business Days of this
  Agreement a fully executed amendment to the Rights Agreement
  reflecting the substance of the preceding sentence.
  
       SECTION 5.05  NO CONFLICT; REQUIRED FILINGS AND CONSENTS.
  
       (a)  The execution and delivery of this Agreement by the
  Company do not, and the performance by the Company of its
  obligations hereunder, and the consummation of the Merger will
  not, (i) conflict with or violate any provision of the
  certificate of incorporation or bylaws of the Company or any
  equivalent organizational documents of any Company Subsidiary,
  (ii) assuming that all filings and notifications described in
  Section 5.05(b) have been made, conflict with or violate in any
  material respect any Law applicable to the Company or any Company
  Subsidiary or by which any property or asset of the Company or
  any Company Subsidiary is bound or affected or (iii) except as
  otherwise set forth on Schedule 5.05(a) of the Company Disclosure
  Schedule, result in any breach of or constitute a default (or an
  event which with the giving of notice or lapse of time or both
  could reasonably be expected to become a default) under, or give
  to others any right of termination, amendment, acceleration or
  cancellation of, or result in the creation of an Encumbrance on
  any property or asset of the Company or any Company Subsidiary
  pursuant to, any note, bond, mortgage, indenture, contract,
  agreement, lease, license, permit, franchise or other instrument
  or obligation evidencing a Company or a Company Subsidiary
  obligation in any single instance in excess of $50,000 or in the
  aggregate in excess of $250,000.
  
       (b)  The execution and delivery of this Agreement by the
  Company do not, and the performance by the Company of its
  obligations hereunder and the consummation of the Merger will
  not, require any consent, approval, authorization or permit of,
  or filing by the Company with or notification by the Company to,
  any Governmental Entity, except for (i) the filing of a premerger
  notification and report form by the Company under the HSR Act,
  and any applicable filings under similar foreign antitrust or
  competition laws and regulations, (ii) the filing with the SEC of
  (A) the Schedule 14D-9, (B) a proxy statement relating to the
  Company Stockholders Meeting (as amended or supplemented from
  time to time, the "COMPANY PROXY STATEMENT"), and (C) such
  reports under the Exchange Act and the Securities Act, as may be
  required in connection with this Agreement and the Tender
  Agreement and the transactions contemplated hereby and thereby,
  (iii) such filings as may be required under Blue Sky Laws, (iv)
  the filing of the Delaware Certificate of Merger with the
  Secretary of State of the State of Delaware and the New York
  Certificate of Merger with the Secretary of State of the State of
  New York and appropriate documents with the relevant authorities
  of other states in which the Company is qualified to do business,
  (v) filings with the ASE and (vi) such other consents, approvals,
  orders, authorizations, registrations, declarations and filings
  the failure of which to be made or obtained individually or in
  the aggregate could not reasonably be expected to (x) have a
  Company Material Adverse Effect, (y) impair the Company's ability
  to perform its obligations under this Agreement or (z) prevent or
  materially delay the consummation of the transactions
  contemplated by this Agreement.
  
       (c)  Neither the Schedule 14D-9, nor any of the information
  supplied or to be supplied by the Company or any Company
  Subsidiary or any of their Representatives for inclusion or
  incorporation by reference in the Registration Statement, the
  Post-Effective Amendment (as defined in Section 8.01(a)) or the
  Offer Documents will, at the respective times any such documents
  or any amendments or supplements thereto are filed with the SEC,
  are first published, sent or given to stockholders or become
  effective under the Securities Act or the Exchange Act, as
  applicable, contain any untrue statement of a material fact or
  omit to state any material fact required to be stated therein or
  necessary to make the statements therein, in light of the
  circumstances under which they are made, not misleading.  None of
  the information supplied by the Company or any Company Subsidiary
  or any of their Representatives for inclusion or incorporation by
  reference in the Company Proxy Statement will, at the time the
  Company Proxy Statement is first mailed to the Company's
  stockholders or, at the time of the Company Stockholders Meeting,
  contain any untrue statement of a material fact or omit to state
  any material fact required to be stated therein or necessary in
  order to make the statements therein, in light of the
  circumstances under which they are made, not misleading.  The
  Schedule 14D-9 and the Company Proxy Statement will comply as to
  form in all material respects with the requirements of all
  applicable federal securities Laws, including the Exchange Act.
  No representation or warranty is made by the Company with respect
  to statements made or incorporated by reference in any of such
  documents based on information supplied by Parent or Merger Sub
  specifically for inclusion or incorporation by reference therein.
  
       SECTION 5.06  PERMITS; COMPLIANCE WITH LAWS.
  
       The Company and the Company Subsidiaries are in possession
  of all material franchises, grants, authorizations, licenses,
  establishment registrations, product listings, permits, approvals
  and orders of any Governmental Entity necessary for the Company
  or any Company Subsidiary to own, lease and operate its
  properties and assets or otherwise to carry on its business as it
  is now being conducted (collectively, the "COMPANY PERMITS"),
  and, as of the date of this Agreement, none of the Company
  Permits has been suspended or cancelled nor is any such
  suspension or cancellation pending or, to the Company's
  Knowledge, threatened.  Neither the Company nor any Company
  Subsidiary is in conflict with, or in default or violation of,
  (i) any Law applicable to the Company or any Company Subsidiary
  or by which any property or asset of the Company or any Company
  Subsidiary is bound or affected or (ii) any Company Permits,
  except, in each case, for such conflicts, defaults or violations
  that could not reasonably be expected to have, individually or in
  the aggregate, a Company Material Adverse Effect.  Schedule 5.06
  of the Company Disclosure Schedule sets forth, as of the date of
  this Agreement, all actions, proceedings, investigations or
  surveys pending or, to the Company's Knowledge, threatened
  against the Company or any Company Subsidiary that could
  reasonably be expected to result in the suspension or
  cancellation of any other Company Permit.  Except as set forth in
  Schedule 5.06 of the Company Disclosure Schedule, since
  December 31, 1999, neither the Company nor any Company Subsidiary
  has received from any Governmental Entity any written
  notification with respect to possible material conflicts,
  defaults or violations of Laws.
  
       SECTION 5.07  SEC FILINGS; FINANCIAL STATEMENTS.
  
       (a)  The Company has timely filed all forms, reports,
  statements and documents required to be filed by it (A) with the
  SEC and the ASE since December 31, 1996 (collectively, together
  with any such forms, reports, statements and documents the
  Company may file subsequent to the date hereof until the Closing,
  the ("COMPANY REPORTS") and (B) since December 31, 1996, in all
  material respects, with any other Governmental Entities.  Each
  Company Report (i) was prepared in accordance with the
  requirements of the Securities Act, the Exchange Act or the rules
  and regulations of the ASE, as the case may be, and (ii) did not
  at the time it was filed contain any untrue statement of a
  material fact or omit to state a material fact required to be
  stated therein or necessary in order to make the statements made
  therein, in the light of the circumstances under which they were
  made, not misleading.  Each form, report, statement and document
  referred to in clause (B) of this paragraph was prepared in all
  material respects in accordance with the requirements of
  applicable Law.  No Company Subsidiary is subject to the periodic
  reporting requirements of the Exchange Act or required to file
  any form, report or other document with the SEC, the ASE, any
  other stock exchange or any other comparable Governmental Entity.
  
       (b)  Each of the consolidated financial statements
  (including, in each case, any notes thereto) contained in the
  Company Reports was prepared in accordance with U.S. GAAP applied
  on a consistent basis throughout the periods indicated (except as
  may be indicated in the notes thereto) and each presented fairly
  the consolidated financial position of the Company and the
  Company Subsidiaries as at the respective dates thereof, and
  their consolidated results of operations, stockholders' equity
  and cash flows for the respective periods indicated therein,
  except as otherwise noted therein (subject, in the case of
  unaudited statements, to normal and recurring immaterial year-end
  adjustments).
  
       (c)  Except as and to the extent set forth or reserved
  against on the consolidated balance sheet of the Company and the
  Company Subsidiaries as of December 31, 1999 as reported in the
  Company Reports, none of the Company or any Company Subsidiary
  has any liabilities or obligations of any nature (whether
  accrued, absolute, contingent or otherwise) that would be
  required to be reflected on a balance sheet or in notes thereto
  prepared in accordance with U.S. GAAP, except for liabilities or
  obligations incurred in the ordinary course of business
  consistent with past practice since December 31, 1999.
  
       SECTION 5.08  ABSENCE OF CERTAIN CHANGES OR EVENTS.
  
       Except as otherwise set forth on Schedule 5.08 of the
  Company Disclosure Schedule, since December 31, 1999, the Company
  and the Company Subsidiaries have conducted their businesses only
  in the ordinary course consistent with past practice and, since
  such date, there has not been (i) any Company Material Adverse
  Effect, (ii) any event that could reasonably be expected to
  prevent the performance of the Company's obligations pursuant to
  this Agreement and the consummation of the Merger by the Company,
  (iii) any material change by the Company in its accounting
  methods, principles or practices, (iv) any declaration, setting
  aside or payment of any dividend or distribution in respect of
  the shares of Company Common Stock or any redemption, purchase or
  other acquisition of any of the Company's securities, (v) except
  in the ordinary course of business consistent with past practice,
  any increase in the compensation or benefits or establishment of
  any bonus, insurance, severance, deferred compensation, pension,
  retirement, profit sharing, stock option (including, without
  limitation, the granting of stock options, stock appreciation
  rights, performance awards or restricted stock awards), stock
  purchase or other employee benefit plan, or any other increase in
  the compensation payable or to become payable to any executive
  officers of the Company or any Company Subsidiary, (vi) any
  issuance or sale of any stock, notes, bonds or other securities
  other than pursuant to the exercise of outstanding securities, or
  entering into any agreement with respect thereto, (vii) any
  amendment to the Company's certificate of incorporation or
  bylaws, (viii) other than in the ordinary course of business, any
  (x) purchase, sale, assignment or transfer of any material
  assets, (y) mortgage, pledge or the institution of any lien,
  encumbrance or charge on any material assets or properties,
  tangible or intangible, except for liens for taxes not yet
  delinquent and such other liens, encumbrances or charges which do
  not, individually or in the aggregate, have a Company Material
  Adverse Effect, or (z) waiver of any rights of material value or
  cancellation or any material debts or claims, (ix) any incurrence
  of any material liability (absolute or contingent), except for
  current liabilities and obligations incurred in the ordinary
  course of business consistent with past practice, (x) any
  incurrence of any damage, destruction or similar loss, whether or
  not covered by insurance, materially affecting the business or
  properties of the Company or any Company Subsidiary, (xi) any
  entering into of any transaction of a material nature other than
  in the ordinary course of business, consistent with past
  practices, (xii) any termination of any Company Material Contract
  other than by expiration of its term; (xiii) any receipt by the
  Company of notice that the employment of any of the employees set
  forth on Schedule 7.01 hereof will terminate; or (xiv) any
  receipt of notice by the Company that any Company Material
  Contract (A) will terminate other than by expiration of its term,
  (B) if such Company Material Contract has an optional renewal
  clause that such option will not be exercised, or (C) that would
  otherwise reasonably be expected to be resolicited at the end of
  its term will not be re-solicited.
  
       SECTION 5.09  EMPLOYEE BENEFIT PLANS; LABOR MATTERS.
  
       (a)  Schedule 5.09 of the Company Disclosure Schedule lists
  each employee benefit fund, plan, program, arrangement and
  contract (including, without limitation, any "pension" plan, fund
  or program, as defined in Section 3(2) of ERISA, and any
  "employee benefit plan", as defined in Section 3(3) of ERISA and
  any plan, program, arrangement or contract providing for
  severance, medical, dental or vision benefits; life insurance or
  death benefits; disability benefits, sick pay or other wage
  replacement; vacation, holiday or sabbatical; pension or profit-
  sharing benefits; stock options or other equity compensation;
  bonus or incentive pay or other material fringe benefits),
  whether written or not ("BENEFIT PLANS"), maintained, sponsored
  or contributed to or required to be contributed to by the Company
  or any Company Subsidiary (the "COMPANY BENEFIT PLANS").  With
  respect to each Company Benefit Plan, the Company has delivered
  or made available to Parent a true, complete and correct written
  summary or copy of (i) such Company Benefit Plan and the most
  recent summary plan description, if any, related to such Company
  Benefit Plan, (ii) each trust agreement or other funding
  arrangement relating to such Company Benefit Plan, (iii) the most
  recent annual report (Form 5500) filed with the IRS with respect
  to such Company Benefit Plan (and, if the most recent annual
  report is a Form 5500-R, the most recent Form 5500-C filed with
  respect to such Company Benefit Plan), (iv) the most recent
  actuarial report or financial statement relating to such Company
  Benefit Plan and (v) the most recent determination letter, if
  any, issued by the IRS with respect to such Company Benefit Plan,
  or any pending request for such a determination letter. Neither
  the Company nor any Company Subsidiary nor, to the Company's
  Knowledge, any other Person, has any express or implied
  commitment, to modify, change or terminate any Company Benefit
  Plan, other than with respect to a modification, change or
  termination required by ERISA or the Code.
  
       (b)  Each Company Benefit Plan has been administered in all
  material respects in accordance with its terms and all applicable
  laws, including, without limitation, ERISA and the Code, and all
  contributions required to be made under the terms of any of the
  Company Benefit Plans as of the date of this Agreement have been
  timely made or, if not yet due, have been reflected on the most
  recent consolidated balance sheet filed or incorporated by
  reference in the Company Reports prior to the date of this
  Agreement, to the extent required by U.S. GAAP.
  
       (c)  The Company, on behalf of itself and all of the Company
  Subsidiaries, hereby represents that:  (i) each Company Benefit
  Plan which is intended to be qualified under Section 401(a) of
  the Code has received, or will receive without the requirement of
  an amendment to such plan (to the extent such letters are
  available under current IRS practice), a favorable determination
  letter from the IRS as to its qualified status under the Code,
  and each trust established in connection with any Company Benefit
  Plan which is intended to be exempt from federal income taxation
  under Section 501(a) of the Code has received a determination
  letter from the IRS that it is so exempt, and to the Company's
  Knowledge no fact or event has occurred that could adversely
  affect the qualified status of any such Company Benefit Plan or
  the exempt status of any such trust; and (ii) to the Company's
  Knowledge there has been no prohibited transaction (within the
  meaning of Section 406 of ERISA or Section 4975 of the Code other
  than a transaction that is under a statutory or administrative
  exemption) with respect to any Company Benefit Plan that could
  result in liability to the Company or any Company Subsidiaries.
  
       (d)  No Company Benefit Plan is a multiemployer pension plan
  (as defined in Section 3(37) of ERISA) or other pension plan
  subject to Title IV of ERISA and neither the Company, any Company
  Subsidiary nor any other trade or business (whether or not
  incorporated) that is under "common control" with the Company or
  a Company Subsidiary (within the meaning of Section 4001(b) of
  ERISA) or with respect to which the Company or any Company
  Subsidiary could otherwise incur liability under Title IV of
  ERISA (a "COMPANY ERISA AFFILIATE") has sponsored or contributed
  to or been required to contribute to a multiemployer pension plan
  or other pension plan subject to Title IV of ERISA.  No material
  liability under Title IV of ERISA has been incurred by the
  Company, any Company Subsidiary or any Company ERISA Affiliate
  that has not been satisfied in full, and no condition exists that
  presents a material risk to the Company or any Company Subsidiary
  of incurring or being subject (whether primarily, jointly or
  secondarily) to a material liability thereunder.  None of the
  assets of the Company or any Company Subsidiary is, or may
  reasonably be expected to become, the subject of any lien arising
  under ERISA or Section 412(n) of the Code.
  
       (e)  The Company has scheduled on Schedule 5.09(e) of the
  Company Disclosure Schedule and has delivered or made available
  to Parent true, complete and correct copies of (i) all current
  employment agreements with officers and employees and all current
  consulting agreements of the Company and each Company Subsidiary
  providing for annual compensation in excess of $100,000, (ii) all
  severance plans, termination agreements, post-employment and
  other compensation agreements, arrangements and plans,
  supplemental retirement, programs and policies of the Company and
  each Company Subsidiary with or relating to their respective
  employees, directors or consultants, and (iii) all plans,
  programs, agreements and other arrangements of the Company and
  each Company Subsidiary with or relating to their respective
  employees, directors or consultants which contain "change of
  control" provisions.
  
       (f)  Neither the Company nor any Company Subsidiary is a
  party to any collective bargaining or other labor union contract
  applicable to persons employed by the Company or any Company
  Subsidiary and no collective bargaining agreement is being
  negotiated by the Company or any Company Subsidiary.  As of the
  date of this Agreement, there is no labor dispute, strike or work
  stoppage against the Company or any Company Subsidiary pending
  or, to the Company's Knowledge, threatened which may interfere
  with the respective business activities of the Company or any
  Company Subsidiary.  As of the date of this Agreement, to the
  Company's Knowledge, none of the Company, any Company Subsidiary,
  or any of their respective representatives or employees has
  committed any unfair labor practice in connection with the
  operation of the respective businesses of the Company or any
  Company Subsidiary, and there is no charge or complaint against
  the Company or any Company Subsidiary by the National Labor
  Relations Board or any comparable Governmental Entity pending or
  threatened in writing.
  
       (g)  Except as required by Law or as set forth in
  Schedule 5.09(g) of the Company Disclosure Schedule, no Company
  Benefit Plan provides any of the following retiree or post-
  employment benefits to any person: medical, disability or life
  insurance benefits.  The Company and the Company ERISA Affiliates
  are in compliance in all material respects with (i) the
  requirements of the applicable health care continuation and
  notice provisions of the Consolidated Omnibus Budget
  Reconciliation Act of 1985, as amended ("COBRA") and the
  regulations (including proposed regulations) thereunder and (ii)
  the applicable requirements of the Health Insurance Portability
  and Accountability Act of 1996, as amended and the regulations
  (including the proposed regulations) thereunder.
  
       (h)  All consultants retained by the Company or any Company
  Subsidiary have been properly classified as independent
  contractors and to the Company's Knowledge all consultants
  retained by the Company or any Company Subsidiary prior to
  December 31, 1996 have been properly classified as independent
  contractors.
  
       SECTION 5.10  CONTRACTS.
  
       Schedule 5.10 of the Company Disclosure Schedule sets forth
  a list of certain contracts including all Company Material
  Contracts.  Except as set forth in Schedule 5.10 of the Company
  Disclosure Schedule, neither the Company nor any Company
  Subsidiary is in material violation of or default under (nor does
  there exist any condition which with the passage of time or the
  giving of notice could reasonably be expected to cause such a
  material violation of or default under) any Company Material
  Contract.  Each Company Material Contract is in full force and
  effect and is a legal, valid and binding obligation of the
  Company or a Company Subsidiary and, to the Company's Knowledge,
  each of the other parties thereto, enforceable in accordance with
  its terms, except to the extent that enforceability thereof may
  be limited by applicable bankruptcy, insolvency, reorganization
  or other similar laws affecting the enforcement of creditors'
  rights generally and by principles of equity regarding the
  availability of remedies. Except as set forth on Schedule 5.10 of
  the Company Disclosure Schedule, (i) neither the Company, nor
  Company Subsidiary, nor any Principal is debarred, suspended,
  proposed for debarment, or declared ineligible for the award of
  contracts by any agency or department of the United States
  government; (ii) neither the Company, nor Company Subsidiary, nor
  any Principal has been convicted of, had a civil judgment
  rendered against them for, or received written notice of any
  claim, suit, or investigation asserting or alleging the (a)
  commission of fraud or a criminal offense in connection with
  obtaining, attempting to obtain, or performing a Federal, state
  or local government contract or subcontract, (b) violation of
  Federal or state antitrust statutes relating to the submission of
  offers, or (c) commission of embezzlement, theft, forgery,
  bribery, falsification or destruction of records, making false
  statements, tax evasion, or receiving stolen property; and (iii)
  to the Company's Knowledge, the Company and the Company
  Subsidiaries are in substantial compliance with all applicable
  procurement laws, regulations and terms of Material Contracts
  (including without limitation the FAR and Cost Accounting
  Standards). For purposes of this Section 5.10, the term
  "Principal" shall include executive officers and directors.
  Except as previously disclosed by the Company to Parent, to the
  Company's Knowledge, there is no outstanding issue in connection
  with any Governmental Entity audit or investigation which may
  give rise to an expense in excess of current reserves.  To the
  Company's Knowledge, no Company Material Contract is likely to
  result in a loss in excess of reserves which is not fully
  reflected on the Company Reports.
  
       SECTION 5.11  LITIGATION.
  
       Except as set forth in Schedule 5.11 of the Company
  Disclosure Schedule, there is no suit, claim, action, proceeding
  or investigation pending or to the Company's Knowledge,
  threatened against the Company or any Company Subsidiary that
  could reasonably be expected to cause, individually, a loss to
  the Company or any Company Subsidiary in excess of $50,000, or in
  the aggregate, losses to the Company and the Company Subsidiaries
  in excess of $250,000, or materially impair the Company's ability
  to consummate the transactions contemplated herein.  The Company
  is not aware of any facts or circumstances which could reasonably
  be expected to result in the denial of insurance coverage under
  policies issued to the Company and Company Subsidiaries in
  respect of such suits, claims, actions, proceedings and
  investigations, except in any case as could not reasonably be
  expected to have, individually or in the aggregate, a Company
  Material Adverse Effect.  Neither the Company nor any Company
  Subsidiary is subject to any outstanding order, writ, injunction
  or decree which could reasonably be expected to have,
  individually or in the aggregate, a Company Material Adverse
  Effect or materially impair the Company's ability to consummate
  the transactions contemplated herein.
  
       SECTION 5.12  ENVIRONMENTAL MATTERS.
  
       Except as could not reasonably be expected to have,
  individually or in the aggregate, a Company Material Adverse
  Effect, (i) the Company and the Company Subsidiaries are in
  compliance with all applicable Environmental Laws and all Company
  Permits required by Environmental Laws; (ii) all past
  noncompliance of the Company or any Company Subsidiary with
  Environmental Laws or Environmental Permits has been resolved
  without any pending, ongoing or future obligation, cost or
  liability; (iii) neither the Company nor any Company Subsidiary
  has, and to the Company's Knowledge no other Person has, released
  a Hazardous Material at, or transported a Hazardous Material to
  or from, any real property currently or formerly owned, leased or
  occupied by the Company or any Company Subsidiary, in violation
  of any Environmental Law and (vi) neither the Company nor any
  Company Subsidiary has received any claim or written request for
  information, or been notified in writing that it is a potentially
  responsible party, under any Environmental Law or other written
  communication alleging that the Company or any Company Subsidiary
  may be in violation of, or liable under, any Environmental Law.
  
       SECTION 5.13  INTELLECTUAL PROPERTY.
  
       (a)  All trademarks, trade names, service marks, trade dress
  (whether or not registered), and all goodwill associated with any
  of the foregoing,  patents (including, without limitation, all
  U.S. and foreign patents, patent applications, patent disclosures
  and any and all divisions, continuations, continuations-in-part,
  re-issues, re-examinations and extensions thereof), Internet
  domain names, copyrights (whether or not registered), mask works
  and any renewal rights therefor, inventions (whether or not
  patented) technology, supplier lists, trade secrets, know-how,
  computer software programs or applications in both source and
  object code form, technical documentation of such software
  programs, databases, data, registrations and applications for any
  of the foregoing and all other tangible or intangible proprietary
  information or materials that are or have been used (including
  without limitation in the development of) in the Company's or any
  Company Subsidiaries' business and/or in any product, technology
  or process (i) currently being or formerly manufactured,
  published or marketed by the Company or a Company Subsidiary or
  (ii) previously or currently under development for possible
  future manufacturing, publication, marketing or other use by the
  Company or the Company Subsidiaries are hereinafter referred to
  as the "COMPANY INTELLECTUAL PROPERTY."
  
       (b)  Schedule 5.13(b) of the Company Disclosure Schedule
  contains a true and complete list of the Company's and the
  Company Subsidiaries' patents, patent applications, trademarks,
  trademark applications, trade names, service marks, service mark
  applications, Internet domain names, Internet domain name
  applications, copyrights and copyright registrations and
  applications, all of the foregoing existing anywhere in the
  world, owned by the Company or any Company Subsidiary.  All of
  the Company's and the Company Subsidiaries' patents,
  registrations, trademark registrations and copyright
  registrations are enforceable and subsisting in all material
  respects, and remain in good standing with all fees and filings
  that are due as of the Closing having been made as of the
  Closing.
  
       (c)  The Company Intellectual Property consists solely of
  items and rights which are: (i) owned by the Company or any
  Company Subsidiary; or (ii) in the public domain; or (iii)
  jointly owned between the Company or a Company Subsidiary and a
  customer or vendor pursuant to the terms of an agreement between
  the Company and its Subsidiaries and such customer or vendor; or
  (iv) rightfully used by the Company or any Company Subsidiary
  pursuant to a valid and enforceable license (the "COMPANY
  LICENSED INTELLECTUAL PROPERTY"), the parties, date and subject
  matter of each such material license agreement and each material
  agreement in which the Company or a Company Subsidiary is the
  licensee or owner of the subject rights in the agreement being
  set forth on Schedule 5.13(c) of the Company Disclosure Schedule.
  Except as described in Schedule 5.13(c) of the Company Disclosure
  Schedule, the Company and its Subsidiaries have all rights in
  Company Intellectual Property and Company Licensed Intellectual
  Property.  The Company or its Subsidiaries have all rights to
  Company Intellectual Property necessary to carry out the
  Company's and the Company Subsidiaries' current activities and
  the Company's and the Company Subsidiaries' future activities to
  the extent such future activities are already planned, including
  without limitation, to the extent required to carry out such
  activities, rights to make, have made, use, import, export,
  reproduce, modify, adapt, create derivative works based on,
  translate, distribute (directly and indirectly), transmit,
  display and perform publicly, license, sublicense, rent and lease
  and, other than with respect to the Company Licensed Intellectual
  Property, assign and sell, the Company Intellectual Property.
  
       (d)  The reproduction, manufacturing, distribution,
  licensing, sublicensing or sale of any Company Intellectual
  Property, product, service, work, technology or process as now
  used or offered or proposed for use, licensing or sale by the
  Company or any Company Subsidiary and which are material to the
  Company's or the Company Subsidiaries' business does not infringe
  on any patent, copyright, trademark, service mark, trade name,
  trade dress, firm name, Internet domain name, logo, trade dress,
  mask work or other proprietary right of any Person and does not
  constitute a misappropriation of any trade secret.  Except as set
  forth in Schedule 5.13(d) of the Company Disclosure Schedule, no
  claims (i) challenging the validity, effectiveness or ownership
  by the Company or the Company Subsidiaries of any of the Company
  Intellectual Property, or (ii) to the effect that the use,
  distribution, licensing, sublicensing or sale of the Company
  Intellectual Property, product, service, work, technology or
  process as now used or offered by the Company or any Company
  Subsidiary, their agents or the intended use by their customers
  infringes or will infringe on any intellectual property or other
  proprietary right of any Person have been asserted or, to the
  Company's Knowledge, are threatened by any Person or have been
  made or threatened by any Person against the Company or the
  Company Subsidiaries or a distributor of any Company Subsidiary,
  nor are there, to the Company's Knowledge, any valid grounds for
  any bona fide claim of any such kind in all cases, except for
  those claims that would not have a Company Material Adverse
  Effect.  Except as set forth in Schedule 5.13(d) of the Company
  Disclosure Schedule, to the Company's Knowledge, there is no
  unauthorized use, infringement or misappropriation from the
  Company or any Subsidiary of the Company Intellectual Property or
  the Company Licensed Intellectual Property by any third party,
  employee or former employee.
  
       e)   Except as set forth in Schedule 5.13(e) of the Company
  Disclosure Schedule, neither the Company nor any Company
  Subsidiary is, or as a result of the execution or delivery of
  this Agreement, or performance of the Company's obligations
  hereunder, will be, in violation of any material license,
  sublicense, agreement or instrument to which the Company or any
  Company Subsidiary is a party or otherwise bound, nor will
  execution or delivery of this Agreement, or performance of the
  Company's obligations or the obligations of any Company
  Subsidiary hereunder, cause the diminution, termination or
  forfeiture of any material Company Intellectual Property, except
  in all cases for violations, diminutions, terminations or
  forfeitures that would not reasonably be expected to have a
  Company Material Adverse Effect.
  
       SECTION 5.14  TAXES.
  
       Except as set forth on Schedule 5.14 of the Company
  Disclosure Schedule or in those instances that would not result
  in a Company Material Adverse Effect:
  
            (a)  the Company and each of the Company Subsidiaries,
       and any consolidated, combined, unitary or aggregate group
       for Tax purposes of which the Company or any Company
       Subsidiary is or has been a member, have properly completed
       in all material respects and timely filed all Tax Returns
       required to be filed by them and have paid all Taxes shown
       thereon to be due.  The Company has provided adequate
       accruals in accordance with U.S. GAAP in its March 31, 1999
       balance sheet contained in the Company Reports (the "1999
       BALANCE SHEET") for any Taxes that have not been paid,
       whether or not shown as being due on any Tax Returns, and
       the Company and the Company Subsidiaries have no material
       liability for unpaid Taxes accruing after March 31, 1999;
  
            (b)  there is (i) no material claim for Taxes that is a
       lien against the property of the Company or any Company
       Subsidiary or is being asserted against the Company or any
       Company Subsidiary other than liens for Taxes not yet due
       and payable, (ii) no audit of any Tax Return of the Company
       or any Company Subsidiary being conducted by a Tax
       Authority; and (iii) no extension of the statute of
       limitations on the assessment of any Taxes granted by the
       Company or any Company Subsidiary and currently in effect.
  
            (c)  without giving effect to the transactions
       contemplated by this Agreement, there has been no change in
       ownership of the Company or any Company Subsidiaries that
       has caused the utilization of any losses of such entities to
       be limited pursuant to Section 382 of the Code, and any loss
       carryovers reflected on the 1999 Balance Sheet are properly
       computed and reflected;
  
            (d)  the Company and the Company Subsidiaries are not
       and will not be required to include any material adjustment
       in taxable income for Tax period (or portion thereof)
       pursuant to Section 481 or 263A of the Code or any
       comparable provision under state or foreign Tax laws as a
       result of transactions, events or accounting methods
       employed prior to the Merger;
  
            (e)  neither the Company nor any Company Subsidiary has
       filed or will file any consent to have the provisions of
       Section 341(f)(2) of the Code (or comparable provisions of
       any state Tax laws) apply to the Company or any Company
       Subsidiary;
  
            (f)  neither the Company nor any Company Subsidiary is
       a party to any Tax sharing or Tax allocation agreement nor
       does the Company or any Company Subsidiary have any
       liability or potential liability to another party under any
       such agreement;
  
            (g)  the Company and each Company Subsidiary has in its
       possession receipts for any Taxes paid to foreign Tax
       authorities.  Neither the Company nor any Company Subsidiary
       has ever been a "personal holding company" within the
       meaning of Section 542 of the Code or a "United States real
       property holding corporation" within the meaning of
       Section 897 of the Code.
  
            (h)  each of the Company and the Company Subsidiaries
       has disclosed on federal income Tax Returns all positions
       taken therein that could give rise to a substantial
       understatement of federal income Tax within the meaning of
       Code  6662.
  
            (i)  none of the Company and the Company Subsidiaries
       (A) has been a member of an affiliated group filing a
       consolidated federal income Tax Return (other than as a
       group the common parent of which was the Company), or (B)
       has any liability for the Taxes of any Person under
       Regulation  1. 1502-6 (or any similar provision of state,
       local, or foreign law) as a transferee or successor, by
       contract or otherwise.
  
       SECTION 5.15  INSURANCE.
  
       The Company has heretofore furnished to Parent a complete
  and correct list as of the date hereof of all insurance policies
  maintained by the Company or the Company Subsidiaries, and has
  made available to Parent complete and correct copies of all such
  policies, together with all riders and amendments thereto.  All
  such policies are in full force and effect and all premiums due
  thereon have been paid to the date hereof.  The Company and the
  Company Subsidiaries have complied in all material respects with
  the terms of such policies.  As of the date of this Agreement,
  the Company's annual insurance premium for directors' and
  officers' liability insurance is $65,000.
  
       SECTION 5.16  PROPERTIES.
  
       Except as set forth in Schedule 5.16 of the Company
  Disclosure Schedule, the Company and the Company Subsidiaries
  have good and valid title, free and clear of all Encumbrances,
  except for Permitted Encumbrances, to all their properties and
  assets having a fair market value in excess of $50,000
  individually or $250,000 in the aggregate, whether tangible or
  intangible, real, personal or mixed, reflected in the Company's
  consolidated financial statements contained in the Company's
  Annual Report on Form 10-K for the period ended March 31, 1999 as
  being owned by the Company and the Company Subsidiaries as of the
  date thereof, other than (i) any properties or assets that have
  been sold or otherwise disposed of in the ordinary course of
  business since the date of such financial statements, (ii) liens
  disclosed in the notes to such financial statements and (iii)
  liens arising in the ordinary course of business after the date
  of such financial statements.  All buildings, and all fixtures,
  equipment and other property and assets with a fair market value
  in excess of $50,000 individually or $250,000 in the aggregate,
  held under leases or sub-leases by the Company or any Company
  Subsidiary are held under valid instruments enforceable in
  accordance with their respective terms, subject to applicable
  laws of bankruptcy, insolvency or similar laws relating to
  creditors' rights generally and to general principles of equity
  (whether applied in a proceeding in law or equity).  Except where
  the failure to so maintain would not have a Company Material
  Adverse Effect, all of the Company's and the Company
  Subsidiaries' equipment in regular use has been reasonably
  maintained and is in serviceable condition, reasonable wear and
  tear excepted.  Except as set forth on Schedule 5.16 of the
  Company Disclosure Schedule, there are no condemnation
  proceedings, or eminent domain proceedings of any kind pending,
  or to the Company's Knowledge, threatened against any real
  property which is owned, leased, subleased, occupied or used by
  the Company or any of the Company Subsidiaries.
  
       SECTION 5.17  AFFILIATES.
  
       Schedule 5.17 of the Company Disclosure Schedule sets forth
  the names and addresses of each Person who is, in the Company's
  reasonable judgment, an "affiliate" (as such term is used in
  Rule 145 under the Securities Act) of the Company.  To the
  Company's Knowledge, except as disclosed in Schedule 5.17 of the
  Company Disclosure Schedule, no Affiliate of the Company:  (a)
  has a financial interest in a competitor, supplier or customer of
  the Company or any Company Affiliate (except for interests
  representing less than two and one half percent (2.5%) of the
  outstanding capital stock of any competing business that is
  publicly traded on any recognized exchange or in the over-the-
  counter market), (b) owns any property necessary for the
  operations of the Company or any other Company Affiliate or (c)
  has any claim against the Company or any Affiliate of the Company
  outside the normal course of business.  The Company shall use its
  reasonable efforts to cause each Person who is so identified as
  an Affiliate to deliver to Parent on or prior to the Effective
  Time an appropriate letter agreement in connection with
  restrictions on Affiliates under Rule 145 of the Securities Act.
  
       SECTION 5.18  OPINION OF FINANCIAL ADVISOR.
  
       The Company Financial Advisor has delivered to the Board of
  Directors of the Company its opinion to the effect that, as of
  the date of this Agreement, the Exchange Ratio is fair, from a
  financial point of view, to the holders of the Company Common
  Stock (other than Parent and its Affiliates).  The Company will
  deliver a copy of such opinion to Parent within five Business
  Days of the date of this Agreement.
  
       SECTION 5.19  BROKERS.
  
       No broker, finder or investment banker (other than the
  Company Financial Advisor) is entitled to any brokerage, finder's
  or other fee or commission in connection with the Merger based
  upon arrangements made by or on behalf of the Company.  The
  Company has heretofore made available to Parent true, complete
  and correct copies of all agreements between the Company and
  Company Financial Advisor pursuant to which such firm would be
  entitled to any payment relating to the Merger or any other
  transaction.
  
       SECTION 5.20  CERTAIN BUSINESS PRACTICES.
  
       Neither the Company nor any Company Subsidiary nor any
  directors, officers, agents or employees of the Company or any
  Company Subsidiary (in their capacities as such) has (i) used any
  funds for unlawful contributions, gifts, entertainment or other
  unlawful expenses relating to political activity or (ii) made any
  unlawful payment to foreign or domestic government officials or
  employees or to foreign or domestic political parties or
  campaigns or violated any provision of the Foreign Corrupt
  Practices Act of 1977, as amended.  To the Company's Knowledge,
  there is no pending claim or investigation with respect to the
  matter set forth in the preceding sentence against the Company,
  any Company Subsidiary or any of their respective directors,
  officers, agents or employees.
  
       SECTION 5.21  BUSINESS ACTIVITY RESTRICTION.
  
       Except as set forth in Schedule 5.21 of the Company
  Disclosure Schedule, there is no non-competition or other similar
  agreement, commitment, judgment, injunction, order or decree to
  which the Company or any Company Subsidiary is a party or subject
  to that has or could reasonably be expected to have the effect of
  prohibiting or impairing the conduct of business by the Company.
  Except as set forth in Schedule 5.21 of the Company Disclosure
  Schedule, neither the Company nor any Company Subsidiary has
  entered into any material agreement under which the Company or
  any Company Subsidiary is restricted from selling, licensing or
  otherwise distributing any of its technology or products intended
  for distribution to, or providing services to, customers or
  potential customers or any class of customers, in any geographic
  area, during any period of time or in any segment of the market
  or line of business.
  
       SECTION 5.22  STATE TAKEOVER STATUTES; DISSENTERS' RIGHTS;
  RIGHTS AGREEMENT.
  
       (a)  The Board of Directors of the Company has approved this
  Agreement and the consummation of the transactions contemplated
  by this Agreement.  To the Company's Knowledge, no other "Fair
  Price", "Moratorium", "Control Share Acquisition", or other anti-
  takeover statute or similar statute or regulation, applies or
  purports to apply this Agreement or the Offer, the Merger or the
  other transactions contemplated by this Agreement.  Holders of
  Company Common Stock do not have dissenters' rights in connection
  with the Offer.
  
       (b)  The Company will amend, within two Business Days of the
  date of this Agreement, the Rights Agreement to provide that
  neither Parent nor any of its Affiliates will become an Acquiring
  Person (as defined in the Rights Agreement), that no Distribution
  Date or Shares Acquisition Date (each as defined in the Rights
  Agreement) will occur, and that the Rights will not separate from
  the underlying shares of Company Common Stock or give the holders
  thereof the right to acquire securities of any party hereto, in
  each case as a result of the execution, delivery or performance
  of this Agreement or the consummation of the Offer, the Merger or
  the other transactions contemplated by this Agreement.
  
       SECTION 5.23  TAX FREE REORGANIZATION.
  
       The Company is aware of no circumstances or events that
  would prevent the Merger from being treated as a tax-free
  reorganization pursuant to Section 368(a) of the Code.
  
       SECTION 5.24  VOTING REQUIREMENTS.
  
       In the event that Section 253 of the DGCL and Section 905 of
  BCL are inapplicable and unavailable to effectuate the Merger,
  the Company Shareholder Vote is the only vote of the holders of
  the Company's capital stock necessary to approve and adopt this
  Agreement and the transactions contemplated hereby.
  
                             ARTICLE VI
  
                   REPRESENTATIONS AND WARRANTIES
                      OF PARENT AND MERGER SUB
  
       Each of Parent and Merger Sub hereby represents and warrants
  to the Company all such exceptions to be referenced to a specific
  representation set forth in this Article VI, that:
  
       SECTION 6.01  ORGANIZATION AND QUALIFICATION; SUBSIDIARIES.
  
       (a)  Each of Parent and Merger Sub has been duly organized
  and is validly existing and in good standing (to the extent
  applicable) under the laws of the jurisdiction of its
  incorporation and has the requisite corporate power and authority
  and all necessary governmental approvals to own, lease and
  operate its properties and to carry on its business as it is now
  being conducted.
  
       SECTION 6.02  CERTIFICATE OF INCORPORATION AND BYLAWS.
  
       The copies of each of Parent's and Merger Sub's certificate
  of incorporation and bylaws previously provided to the Company by
  Parent are true, complete and correct copies thereof.  Such
  certificates of incorporation and bylaws are in full force and
  effect.  Parent is not in violation of any of the provisions of
  its certificate of incorporation or bylaws.
  
       SECTION 6.03  CAPITALIZATION.
  
       The authorized capital stock of Parent consists of
  200,000,000 shares of Parent Common Stock and 10,000,000 shares
  of preferred stock, $1.00 par value per share.  As of
  May 31, 2000, 69,892,122 shares of Parent Common Stock are issued
  and outstanding, all of which are validly issued, fully paid and
  nonassessable.  All shares of Parent Common Stock subject to
  issuance as aforesaid, upon issuance prior to the Effective Time
  on the terms and conditions specified in the instruments pursuant
  to which they are issuable, will be duly authorized, validly
  issued, fully paid and nonassessable.  Each outstanding share of
  capital stock of each Merger Sub is duly authorized, validly
  issued, fully paid and nonassessable and each such share owned by
  Parent or another Merger Sub is free and clear of all security
  interests, liens, claims, pledges, options, rights of first
  refusal, agreements, limitations on Parent's or such other Merger
  Sub's voting rights, charges and other encumbrances of any nature
  whatsoever.
  
       SECTION 6.04  AUTHORITY RELATIVE TO THIS AGREEMENT.
  
       Each of Parent and Merger Sub has all necessary corporate
  power and authority to execute and deliver this Agreement, to
  perform its obligations hereunder and to consummate the
  transactions contemplated hereby.  The execution and delivery of
  this Agreement by each of Parent and Merger Sub and the
  consummation by Parent and Merger Sub of the transactions
  contemplated hereby have been duly and validly authorized by all
  necessary corporate action, and no other corporate proceedings on
  the part of Parent or Merger Sub are necessary to authorize this
  Agreement or to consummate the transactions contemplated herein
  (other than the consent of Parent as sole shareholder of Merger
  Sub).  This Agreement has been duly executed and delivered by
  each of Parent and Merger Sub and, assuming the due
  authorization, execution and delivery by the Company, constitutes
  a legal, valid and binding obligation of each of Parent and
  Merger Sub enforceable against Parent and Merger Sub in
  accordance with its terms except to the extent that
  enforceability thereof may be limited by applicable bankruptcy,
  insolvency, reorganization and other similar laws affecting the
  enforcement of creditors' rights generally and by principles of
  equity regarding the availability of remedies.
  
       SECTION 6.05  NO CONFLICT; REQUIRED FILINGS AND CONSENTS.
  
       (a)  The execution and delivery of this Agreement by Parent
  and Merger Sub do not, and the performance by Parent and Merger
  Sub of their obligations hereunder and the consummation of the
  Merger will not, (i) conflict with or violate any provision of
  the certificate of incorporation or bylaws of Parent or Merger
  Sub or (ii) assuming that all consents, approvals, authorizations
  and permits described in Section 6.05(b) have been obtained and
  all filings and notifications described in Section 6.05(b) have
  been made, conflict with or violate in any material respect any
  Law applicable to Parent or Merger Sub or by which any property
  or asset of Parent or Merger Sub is bound or affected.
  
       (b)  The execution and delivery of this Agreement by Parent
  and Merger Sub do not, and the performance by Parent and Merger
  Sub of their obligations hereunder and the consummation of the
  Merger will not, require any consent, approval, authorization or
  permit of, or filing by Parent with or notification by Parent to,
  any Governmental Entity, except pursuant to applicable
  requirements of the premerger notification requirements of the
  HSR Act, if any, and the filing and recordation of the
  Certificate of Merger as required by the BCL and the DGCL.  There
  are no actions, proceedings, (other than any possible HSR Act
  proceeding), investigations or surveys pending or, to the
  knowledge of Parent, threatened against Parent or Merger Sub that
  could reasonably be expected to result in the delay or
  prohibition of the transactions contemplated by this Agreement.
  
       SECTION 6.06  TAX FREE REORGANIZATION.
  
       Neither Parent nor Merger Sub is aware of any circumstance
  or event that would prevent the Merger from being treated as a
  tax-free reorganization pursuant to Section 368(a) of the Code.
  
       SECTION 6.07  PERMITS; COMPLIANCE WITH LAWS.
  
       Parent and the Merger Sub are in possession of all material
  franchises, grants, authorizations, licenses, establishment
  registrations, product listings, permits, approvals and orders of
  any Governmental Entity necessary for Parent or Merger Sub to
  own, lease and operate its properties and assets or otherwise to
  carry on its business as it is now being conducted (collectively,
  the "PARENT PERMITS"), and, as of the date of this Agreement,
  none of the Parent Permits has been suspended or cancelled nor is
  any such suspension or cancellation pending or, to the knowledge
  of Parent, threatened.  Neither Parent nor Merger Sub is in
  conflict with, or in default or violation of, (i) any Law
  applicable to Parent or Merger Sub or by which any property or
  asset of Parent or Merger Sub is bound or affected or (ii) any
  Parent Permits, except for such conflicts, defaults or violations
  that could not reasonably be expected to have, individually or in
  the aggregate, a Parent Material Adverse Effect.  Since
  December 31, 1999 neither Parent nor Merger Sub has received from
  any Governmental Entity any written notification with respect to
  possible conflicts, defaults or violations of Laws other than
  conflicts, defaults or violations that would not have,
  individually or in the aggregate, a Parent Material Adverse
  Effect.
  
       SECTION 6.08  ABSENCE OF CERTAIN CHANGES OR EVENTS.
  
       Except as otherwise set forth in Parents Reports, since
  December 31, 1999, Parent and the Parent Subsidiaries have
  conducted their businesses only in the ordinary course consistent
  with past practice and, since such date there has not been any
  Parent Material Adverse Effect.
  
       SECTION 6.09  SEC FILINGS; FINANCIAL STATEMENTS.
  
       (a)  Parent has timely filed all forms, reports, statements
  and documents required to be filed by it with the SEC and the
  NYSE since December 31, 1996 (collectively, together with any
  such forms, reports, statements and documents Parent may file
  subsequent to the date hereof until the Closing, the "PARENT
  REPORTS").  Each Parent Report (i) was prepared in accordance
  with the requirements of the Securities Act, the Exchange Act or
  the NYSE, as the case may be, and (ii) did not at the time it was
  filed contain any untrue statement of a material fact or omit to
  state a material fact required to be stated therein or necessary
  in order to make the statements made therein, in the light of the
  circumstances under which they were made, not misleading.  Each
  form, report, statement and document referred to in this
  paragraph was prepared in all material respects in accordance
  with the requirements of applicable Law.  Merger Sub is not
  subject to the periodic reporting requirements of the Exchange
  Act or required to file any form, report or other document with
  the SEC, the NYSE, any other stock exchange or any other
  comparable Governmental Entity.
  
       (b)  Each of the consolidated financial statements
  (including, in each case, any notes thereto) contained in the
  Parent Reports was prepared in accordance with U.S. GAAP applied
  on a consistent basis throughout the periods indicated (except as
  may be indicated in the notes thereto) and each presented fairly
  the consolidated financial position of Parent and the Parent
  Subsidiaries as at the respective dates thereof, and their
  consolidated results of operations, stockholders' equity and cash
  flows for the respective periods indicated therein, except as
  otherwise noted therein (subject, in the case of unaudited
  statements, to normal and recurring immaterial year-end
  adjustments).
  
       (c)  Except as and to the extent set forth or reserved
  against on the consolidated balance sheet of Parent and the
  Merger Sub as of December 31, 1999 as reported in the Parent
  Reports, neither Parent nor Merger Sub has any liabilities or
  obligations of any nature (whether accrued, absolute, contingent
  or otherwise) that would be required to be reflected on a balance
  sheet or in notes thereto prepared in accordance with U.S. GAAP,
  except for liabilities or obligations incurred in the ordinary
  course of business consistent with past practice since
  December 31, 1999.
  
       SECTION 6.10  BROKERS.
  
       No broker, finder or investment banker (other than Salomon
  Smith Barney (the "PARENT FINANCIAL ADVISOR")) is entitled to any
  brokerage, finder's or other fee or commission in connection with
  the Merger based upon arrangements made by or on behalf of
  Parent.
  
       SECTION 6.11  ISSUANCE OF PARENT COMMON STOCK.
  
       The shares of Parent Common Stock to be issued in connection
  with the Merger have been duly authorized and, when issued as
  contemplated by this Agreement, will be duly authorized, validly
  issued, fully paid and non-assessable, free of any preemptive
  rights created by Law, the certificate of incorporation of
  Parent, the bylaws of Parent or any agreement to which Parent or
  Merger Sub is a party or by which Parent or Merger Sub is bound
  and will be registered under the Securities Act and registered or
  exempt from registration under applicable Blue Sky Laws and
  listed on the NYSE.
  
       SECTION 6.12  COMPANY STOCK.
  
       Neither Parent, Merger Sub nor any subsidiary of the Parent
  or Merger Sub owns any capital stock of any class of the Company,
  either directly or indirectly, or any rights to acquire or
  dispose of any capital stock of any class of the Company, the
  ownership of which would adversely affect the intended tax-free
  nature of the transaction contemplated hereby.
  
       SECTION 6.13  TAXES.
  
       Representations made in this Section 6.13 shall not be
  applicable unless a breach would give rise to a Parent Material
  Adverse Effect:
  
       (a)  Parent and Merger Sub, and any consolidated, combined,
  unitary or aggregate group for Tax purposes of which Parent or
  Merger Sub is or has been a member, have properly completed in
  all material respects and timely filed all Tax Returns required
  to be filed by them and have paid all Taxes shown thereon to be
  due.  Parent has provided adequate accruals in accordance with
  U.S. GAAP in its December 31, 1999 balance sheet contained in the
  Parent Reports (the "1999 BALANCE SHEET") for any Taxes that have
  not been paid, whether or not shown as being due on any Tax
  Returns, and Parent and Merger Sub have no material liability for
  unpaid Taxes accruing after December 31, 1999; and
  
       (b)  there is (i) no material claim for Taxes that is a lien
  against the property of Parent or Merger Sub or is being asserted
  against Parent or Merger Sub other than liens for Taxes not yet
  due and payable, (ii) no audit of any Tax Return of Parent or
  Merger Sub being conducted by a Tax Authority; and (iii) no
  extension of the statute of limitations on the assessment of any
  Taxes granted by Parent or Merger Sub and currently in effect.
  
       SECTION 6.14  INFORMATION SUPPLIED.
  
       Neither the Offer Documents nor the Registration Statement
  or the Post-Effective Amendment, nor any of the information
  supplied or to be supplied by Parent or its Subsidiaries or
  representatives for inclusion or incorporation by reference in
  the Schedule 14D-9 or the Company Proxy Statement will, at the
  respective times any such documents or any amendments or
  supplements thereto are filed with the SEC, are first published,
  sent or given to shareholders or become effective under the
  Securities Act or the Exchange Act, as applicable, or, in the
  case of the Company Proxy Statement, at the time of the Company
  Stockholders Meeting, contain any untrue statement of a material
  fact or omit to state any material fact required to be stated
  therein or necessary to make the statements therein, in light of
  the circumstances under which they are made, not misleading. The
  Offer Documents and the Registration Statement and the Post-
  Effective Amendment will comply as to form in all material
  respects with the requirements of all applicable laws, including
  the Securities Act and the Exchange Act, as applicable.  No
  representation or warranty is made by Parent or Merger Sub with
  respect to statements made or incorporated by reference therein
  based on information supplied by the Company for inclusion or
  incorporation by reference therein.
  
                             ARTICLE VII
  
                              COVENANTS
  
       SECTION 7.01  CONDUCT OF BUSINESS BY COMPANY PENDING THE
  CLOSING.
  
       The Company agrees that, between the date of this Agreement
  and the Effective Time, unless Parent shall otherwise agree in
  writing, or except as set forth in Schedule 7.01 of the Company
  Disclosure Schedule or as otherwise provided for in this
  Agreement (x) the respective businesses of the Company and the
  Company Subsidiaries shall be conducted only in, and the Company
  and the Company Subsidiaries shall not take any action except in,
  the ordinary course of business consistent with past practice and
  (y) the Company shall use all reasonable efforts to keep
  available the services of such of the current officers,
  significant employees and consultants of the Company and the
  Company Subsidiaries and to preserve the current business
  relationships of the Company and the Company Subsidiaries with
  such of the corporate partners, customers, suppliers and other
  Persons with which the Company or any Company Subsidiary has
  significant business relations in order to preserve substantially
  intact its business organization; provided, however, that the
  loss of any officers (other than any officer named on
  Schedule 7.01 (other than by way of death or disability)),
  employees, consultants, corporate partners, customers (exclusive
  of any customer with which the Company or any Company Subsidiary
  has in effect a contract representing annual revenue to the
  Company or such Company Subsidiary in excess of $15,000,000 per
  annum), suppliers or other Persons prior to the Effective Time
  shall not constitute a breach of this Section 7.01 unless such
  loss would have a Company Material Adverse Effect.  Without
  limitation, neither the Company nor any Company Subsidiary shall,
  between the date of this Agreement and the Effective Time, except
  as set forth in Schedule 7.01 of the Company Disclosure
  Schedule or as otherwise provided for in this Agreement, directly
  or indirectly, do, or agree to do, any of the following without
  the prior written consent of Parent:
  
            (a)  amend or otherwise change its certificate of
       incorporation or bylaws or equivalent organizational
       documents;
  
            (b)  issue, sell, pledge, dispose of, grant, transfer,
       lease, license, guarantee or encumber, or authorize the
       issuance, sale, pledge, disposition, grant, transfer, lease,
       license or encumbrance of, (i) any shares of capital stock
       of the Company or any Company Subsidiary of any class, or
       securities convertible into or exchangeable or exercisable
       for any shares of such capital stock, or any options,
       warrants or other rights of any kind to acquire any shares
       of such capital stock, or any other ownership interest
       (including, without limitation, any phantom interest), of
       the Company or any Company Subsidiary, other than the
       issuance of shares of Company Common Stock pursuant to the
       exercise of stock options therefor outstanding as of the
       date of this Agreement or the grant after the date hereof of
       Company Stock Options to newly hired employees, whether or
       not granted pursuant to any Company Stock Plans, in the
       ordinary course of business consistent with past practice
       and in each case subject to the prior approval of Parent
       before grant (provided, that such additional amount of
       Company Common Stock subject to such Company Stock Options
       shall not exceed 25,000 shares in the aggregate), and the
       issuance of shares of the Company Common Stock pursuant to
       such options or (ii) any material property or assets of the
       Company or any Company Subsidiary except (A) transactions
       pursuant to existing contracts, (B) transactions in the
       ordinary course of business consistent with past practice
       and (C) shares of Company Common Stock issued pursuant to
       the Company ESPP in the ordinary course of business
       consistent with past practice (provided, that the Company
       shall take all necessary action to suspend offering of
       shares under the Company ESPP as of July 1, 2000);
  
            (c)  (i) acquire (including, without limitation, by
       merger, consolidation, or acquisition of stock or assets)
       any interest in any Person or any division thereof, other
       than the purchase of assets in the ordinary course of
       business consistent with past practice; (ii) incur any
       indebtedness for borrowed money (other than indebtedness
       with respect to working capital in amounts consistent with
       past practice) or issue any debt securities or assume,
       guarantee or endorse, or otherwise as an accommodation
       become responsible for, the obligations of any Person (other
       than a Company Subsidiary) for borrowed money or make any
       loans or advances material to the business, assets,
       liabilities, financial condition or results of operations of
       the Company and the Company Subsidiaries, taken as a whole;
       (iii) terminate, cancel or request any material change in,
       or agree to any material change in, any Company Material
       Contract or other material License Agreement (it being
       understood that no consent of Parent shall be required for
       the Company to enter into any enhancement of such agreements
       or additional agreements in the ordinary course of
       business); (iv) make or authorize any capital expenditure,
       other than capital expenditures in the ordinary course of
       business consistent with past practice that are not, in the
       aggregate, in excess of $500,000 for the Company and the
       Company Subsidiaries taken as a whole; or (v) enter into or
       amend any contract, agreement, commitment or arrangement
       that, if fully performed, would not be permitted under this
       Section 7.01(c).  Notwithstanding anything to the contrary
       contained herein, the Company may, subject to approval of
       its shareholders, add up to 350,000 shares to the plan
       reserve under the Company Stock Plans;
  
            (d)  except as otherwise provided in this Agreement,
       declare, set aside, make or pay any dividend or other
       distribution, payable in cash, stock, property or otherwise,
       with respect to any of its capital stock, except that any
       Company Subsidiary may pay dividends or make other
       distributions to the Company or any other Company
       Subsidiary;
  
            (e)  except as otherwise provided in this Agreement,
       reclassify, combine, split, subdivide or redeem, purchase or
       otherwise acquire, directly or indirectly, any of its
       capital stock except repurchases of unvested shares at cost
       in connection with the termination of the employment
       relationship with any employee pursuant to stock option or
       purchase agreements in effect on the date hereof;
  
            (f)  except as otherwise provided in this Agreement,
       amend or change the period (or permit any acceleration,
       amendment or change) of exercisability of options granted
       under the Company Stock Plans or authorize cash payments in
       exchange for any Company Stock Options granted under any of
       such plans;
  
            (g)  amend the terms of, repurchase, redeem or
       otherwise acquire, or permit any Company Subsidiary to
       repurchase, redeem or otherwise acquire, any of its
       securities or any securities of any Company Subsidiary;
  
            (h)  except as set forth in Section 7.08, increase the
       compensation payable or to become payable to its directors,
       officers, consultants or employees, grant any rights to
       severance or termination pay to, or enter into any
       employment or severance agreement, except as required by the
       terms of this Agreement, which provides benefits upon a
       change in control of the Company that would be triggered by
       the Merger with, any director, officer, consultant or other
       employee of the Company or any Company Subsidiary who is not
       currently entitled to such benefits from the Merger,
       establish, adopt, enter into or amend any collective
       bargaining, bonus, profit sharing, thrift, compensation,
       stock option, restricted stock, pension, retirement,
       deferred compensation, employment, termination, severance or
       other plan, agreement, trust, fund, policy or arrangement
       for the benefit of any director, officer, consultant or
       employee of the Company or any Company Subsidiary, except to
       the extent required by applicable Law or the terms of a
       collective bargaining agreement, or enter into or amend any
       contract, agreement, commitment or arrangement between the
       Company or any Company Subsidiary and any of the Company's
       directors, officers, consultants or employees, except for
       increases in compensation paid and bonuses payable to
       Persons who are not directors of the Company in the ordinary
       course of business consistent with past practice;
  
            (i)  pay, discharge or satisfy any claims, liabilities
       or obligations (absolute, accrued, asserted or unasserted,
       contingent or otherwise), other than the payment, discharge
       or satisfaction of claims, liabilities or obligations (A) in
       the ordinary course of business and consistent with past
       practice or (B) claims, liabilities or obligations reflected
       on the Balance Sheet or (C) as otherwise set forth on
       Schedule 7.01 of the Company Disclosure Schedule;
  
            (j)  except as required by any Governmental Entity,
       make any material change with respect to the Company's
       accounting policies, principles, methods or procedures,
       including, without limitation, revenue recognition policies,
       other than as required by U.S. GAAP;
  
            (k)  make any material Tax election or settle or
       compromise any material Tax liability; or
  
            (l)  authorize or enter into any formal or informal
       agreement or otherwise make any commitment to do any of the
       foregoing or to take any action which would make any of the
       representations or warranties of the Company contained in
       this Agreement untrue or incorrect or prevent the Company
       from performing or cause the Company not to perform its
       covenants hereunder or result in any of the conditions to
       the Merger set forth herein not being satisfied.
  
       SECTION 7.02  NOTICES OF CERTAIN EVENTS.
  
       Each of Parent and the Company shall give prompt notice to
  the other of (i) any notice or other communication from any
  Person alleging that the consent of such Person is or may be
  required in connection with the Offer, the Merger or any other
  transactions contemplated by this Agreement; (ii) any notice or
  other communication from any Governmental Entity in connection
  with the Offer, the Merger or any other transactions contemplated
  by this Agreement; (iii) any actions, suits, claims,
  investigations or proceedings commenced or, to its knowledge,
  threatened against, relating to or involving or otherwise
  affecting Parent or the Parent Subsidiaries or the Company or the
  Company Subsidiaries, respectively, which, if pending on the date
  hereof, would have been required to have been disclosed in this
  Agreement, or that relate to the consummation of the Offer, the
  Merger or any other transactions contemplated by this Agreement;
  (iv) the occurrence of a default or event that, with the giving
  of notice or lapse of time or both, will become a default under
  any Company Material Contract; and (v) any change that could
  reasonably be expected to have a Parent Material Adverse Effect
  or a Company Material Adverse Effect, respectively, or to delay
  or impede the ability of either Parent or the Company,
  respectively, to perform their respective obligations pursuant to
  this Agreement and to effect the consummation of the Merger.
  
       SECTION 7.03  ACCESS TO INFORMATION; CONFIDENTIALITY.
  
       (a)  Except as required pursuant to any confidentiality
  agreement or similar agreement or arrangement to which Parent or
  the Company or any of the Parent Subsidiaries or the Company
  Subsidiaries is a party or pursuant to applicable Law or the
  regulations or requirements of any stock exchange or other
  regulatory organization with whose rules a party hereto is
  required to comply, from the date of this Agreement to the
  Effective Time, the Company shall (and shall cause the Company
  Subsidiaries, to) (i) provide to Parent (and its Representatives)
  access at reasonable times upon prior notice to its and its
  subsidiaries' officers, employees, agents, properties, offices
  and other facilities and to the books and records thereof, and
  (ii) furnish promptly such information concerning its and its
  subsidiaries' business, properties, contracts, assets,
  liabilities and personnel as Parent or its Representatives may
  reasonably request.  No investigation conducted pursuant to this
  Section 7.03 shall affect or be deemed to modify any
  representation or warranty made in this Agreement.
  
       (b)  The parties hereto shall comply with, and shall cause
  their respective Representatives to comply with, all of their
  respective obligations under the Confidentiality Agreement with
  respect to the information disclosed pursuant to this
  Section 7.03.
  
       SECTION 7.04  NO SOLICITATION OF TRANSACTIONS.
  
       The Company shall not, directly or indirectly, and shall
  cause its Representatives not to, directly or indirectly,
  solicit, initiate or encourage (including by way of furnishing
  nonpublic information), any inquiries or the making of any
  proposal or offer (including, without limitation, any proposal or
  offer to its stockholders) that constitutes, or may reasonably be
  expected to lead to, any Company Competing Transaction, or enter
  into or maintain or continue discussions or negotiate with any
  Person in furtherance of such inquiries or to obtain a Company
  Competing Transaction, or agree to or endorse any Company
  Competing Transaction, or authorize or permit any of the
  Company's Representatives or any Company Subsidiary, or any
  Representative retained by any Company's Subsidiary, to take any
  such action; provided, however, that nothing contained in this
  Section 7.04 shall prohibit the Board of Directors of the Company
  (i) from complying with Rule 14d-9 or 14e-2(a) promulgated under
  the Exchange Act with regard to a tender or exchange offer not
  made in violation of this Section 7.04 or (ii) prior to receipt
  of the approval by the stockholders of the Company of this
  Agreement and the Merger, if necessary, from providing
  information (subject to a confidentiality agreement at least as
  restrictive, in all material respects, as the Confidentiality
  Agreement) in connection with, and negotiating, another
  unsolicited, bona fide written proposal regarding a Company
  Competing Transaction that (A) the Company's Board of Directors
  shall have determined in good faith, after considering applicable
  Law, and after consulting with independent outside counsel, that
  such action is required in order for the Board of Directors of
  the Company to comply with its fiduciary duties to the Company's
  stockholders under applicable Law, (B) if any cash consideration
  is involved, shall not be subject to any financing contingency,
  and with respect to which the Company's Board of Directors shall
  have determined in the proper exercise of its fiduciary duties to
  the Company's stockholders that the acquiring party is reasonably
  capable of consummating such Company Competing Transaction on the
  terms proposed, and (C) the Company's Board of Directors shall
  have determined in its good faith judgment (after consulting with
  the Company's independent financial advisors of nationally
  recognized reputation) that such Company Competing Transaction
  provides greater value, in the aggregate, to the stockholders of
  the Company than the Merger (any such Company Competing
  Transaction being referred to herein as a "COMPANY SUPERIOR
  PROPOSAL").  The Company shall notify Parent promptly if any
  proposal or offer, or any inquiry or contact with any Person with
  respect thereto, regarding a Company Competing Transaction is
  made, such notice to include the identity of the Person making
  such proposal, offer, inquiry or contact, and the terms of such
  Company Competing Transaction.  The Company immediately shall
  cease and cause to be terminated all existing discussions or
  negotiations with any parties conducted heretofore with respect
  to a Company Competing Transaction.  The Company shall not
  release any third party from, or waive any provision of, any
  confidentiality or standstill agreement to which it is a party.
  
       SECTION 7.05  CONTROL OF OPERATIONS.
  
       Nothing contained in this Agreement shall give Parent,
  directly or indirectly, the right to control or direct the
  operations of the Company and the Company Subsidiaries prior to
  the Effective Time.  Prior to the Effective Time, the Company
  shall exercise, consistent with the terms and conditions of this
  Agreement, complete control and supervision over its operations.
  
       SECTION 7.06  FURTHER ACTION; CONSENTS; FILINGS.
  
       (a)  Upon the terms and subject to the conditions hereof,
  each of the parties hereto shall use all reasonable efforts to
  (i) take, or cause to be taken, all appropriate action, and do,
  or cause to be done, all things necessary, proper or advisable
  under applicable Law or otherwise to consummate and make
  effective the Offer and the Merger, (ii) obtain from Governmental
  Entities any consents, licenses, permits, waivers, approvals,
  authorizations or orders required to be obtained or made by
  Parent or the Company or any of their respective Subsidiaries in
  connection with the authorization, execution and delivery of this
  Agreement and the consummation of the Offer and the Merger and
  (iii) make all necessary filings, and thereafter make any other
  required or appropriate submissions, with respect to this
  Agreement, the Offer and the Merger required under (A) the rules
  and regulations of the NYSE and the ASE, (B) the Securities Act,
  the Exchange Act and any other applicable Federal or state
  securities Laws, (C) the HSR Act, if any, and (D) any other
  applicable Law.  The parties hereto shall cooperate and consult
  with each other in connection with the making of all such
  filings, including by providing copies of all such documents to
  the nonfiling parties and their advisors prior to filing, and
  none of the parties shall file any such document if any of the
  other parties shall have reasonably objected to the filing of
  such document.  No party shall consent to any voluntary extension
  of any statutory deadline or waiting period or to any voluntary
  delay of the consummation of the Offer or the Merger at the
  behest of any Governmental Entity without the consent and
  agreement of the other parties hereto, which consent shall not be
  unreasonably withheld or delayed.
  
       (b)  Each of the Company and Parent will give (or will cause
  their respective Subsidiaries to give) any notices to third
  Persons, and use, and cause their respective Subsidiaries to use,
  reasonable efforts to obtain any consents from third Persons
  necessary, proper or advisable to consummate the transactions
  contemplated by this Agreement.
  
       (c)  From the date of this Agreement until the Effective
  Time, each of the Company and Parent covenants and agrees that it
  will not:  (i) knowingly take any action that could reasonably be
  expected to prevent the Merger from constituting a transaction
  qualifying under Section 368(a) of the Code; or (ii) take any
  action which would make any of the representations or warranties
  made by it contained in this Agreement untrue and incorrect or
  prevent it from performing or cause it not to perform its
  covenants hereunder or result in any of the conditions to the
  Offer or the Merger set forth herein not being satisfied.
  
       (d)  Merger Sub will comply in all respects with
  Section 1602 of the BCL.
  
       (e)  Parent shall not file a request with the SEC to have
  the Registration Statement declared effective until after the day
  on which the waiting period under the HSR Act and any other
  applicable antitrust Laws expires or terminates.
  
       SECTION 7.07  ADDITIONAL REPORTS.
  
       The Company and Parent shall each furnish to the other
  copies of any reports of the type referred to in Sections 5.07
  and 6.09 which it files with the SEC on or after the date hereof,
  and the Company and Parent, as the case may be, covenant and
  warrant that as of the respective dates thereof, such reports
  will not contain any untrue statement of a material fact or omit
  to state a material fact required to be stated therein or
  necessary to make the statements therein, in light of the
  circumstances under which they were made, not misleading.  Any
  unaudited consolidated interim financial statements included in
  such reports (including any related notes and schedules) will
  fairly present the financial position of the Company and its
  consolidated Subsidiaries or Parent and its consolidated
  Subsidiaries, as the case may be, as of the dates thereof and the
  results of operations and changes in financial position or other
  information including therein for the periods or as of the date
  then ended (subject, where appropriate, to normal year-end
  adjustments), in each case in accordance with past practice and
  U.S. GAAP consistently applied during the periods involved
  (except as otherwise disclosed in the notes thereto).
  
       SECTION 7.08  EMPLOYEE RETENTION.
  
       The Company and the Company Subsidiaries shall use their
  best efforts to cause the employees of the Company and/or the
  Company Subsidiaries set forth on Schedule 7.08 to agree upon
  arrangements satisfactory to Parent and such employees for such
  employees to remain employed or engaged by the Surviving
  Corporation during a post-closing transition period to assist
  Parent in integrating the Surviving Corporation with the Parent.
  
       SECTION 7.09  THIRD PARTY CONSENTS.
  
       The Company shall use its commercially reasonable efforts to
  obtain the consent or approval or confirmation or other
  reasonable comfort of those persons listed on Schedule 7.09 with
  respect to the continuing relationship of the Company and such
  parties under existing contracts and arrangements following the
  Effective Time.
  
       SECTION 7.10  TAX-FREE TREATMENT.
  
       This Agreement is intended to constitute a "plan of
  reorganization" within the meaning of Section 1.368-2(g) of the
  income tax regulations promulgated under the Code.  From and
  after the date of this Agreement, each party hereto shall use its
  reasonable best efforts to cause the Offer and the Merger to
  qualify, and shall not, without the prior written consent of the
  other parties hereto, knowingly take any actions or cause any
  actions to be taken which could reasonably be expected to prevent
  the Offer and the Merger from qualifying as a reorganization
  under the provisions of Section 368 of the Code.  In the event
  that the Offer and the Merger shall fail to qualify as a
  reorganization under the provisions of Section 368, then the
  parties hereto agree to negotiate in good faith to restructure
  the Offer and the Merger in order that it shall qualify as a tax-
  free transaction under the Code.  Each party shall provide the
  other party with such representations as shall be reasonably
  requested in order to enable the respective counsel of such
  parties to render the tax opinions with respect to the Offer and
  the Merger constituting a "reorganization" within the meaning of
  Section 368 of the Code.  In the event counsel for either Parent
  or the Company is unable to render such opinion, respectively,
  then the parties hereto agree to negotiate in good faith to
  restructure the Offer and the Merger in order to permit each such
  counsel to render such opinion.  Following the Effective Time,
  and consistent with any such consent, neither the Surviving
  Corporation nor Parent nor any of their respective affiliates
  knowingly and voluntarily shall take any action or cause any
  action to be taken which could reasonably be expected to cause
  the Offer and the Merger to fail to qualify as a reorganization
  under Section 368 of the Code.
  
                            ARTICLE VIII
  
                        ADDITIONAL AGREEMENTS
  
       SECTION 8.01  REGISTRATION STATEMENT; PROXY STATEMENT.
  
       (a)  If approval of the Company's stockholders is required
  by applicable law in order to consummate the Merger other than
  pursuant to Section 253 of the DGCL and Section 905 of the BCL,
  following the acceptance for exchange of Shares pursuant to the
  Offer, Parent and the Company shall, as soon as practicable
  following the acceptance of Shares pursuant to the Offer, prepare
  and the Company shall file with the SEC the Company Proxy
  Statement and Parent and the Company shall prepare and Parent
  shall file with the SEC a post-effective amendment to the
  Registration Statement (the "POST-EFFECTIVE AMENDMENT") for the
  offer and sale of the Parent Common Stock pursuant to the Merger
  and in which the Company Proxy Statement will be included.  Each
  of the Company and Parent shall use all reasonable efforts to
  have the Post-Effective Amendment declared effective under the
  Securities Act as promptly as practicable after such filing, and,
  prior to the effective date of the Post-Effective Amendment,
  Parent shall, with the cooperation of the Company, take all
  action required under any applicable Laws in connection with the
  issuance of shares of Parent Common Stock pursuant to the Merger.
  The Company will use all reasonable efforts to cause the Company
  Proxy Statement to be mailed to the Company's stockholders as
  promptly as practicable after the Post-Effective Amendment is
  declared effective under the Securities Act.  Parent shall also
  take any action (other than qualifying to do business in any
  jurisdiction in which it is not now so qualified or to file a
  general consent to service of process) required to be taken under
  any applicable state securities Laws in connection with the
  issuance of Parent Common Stock in the Offer and the Merger, and
  the Company shall furnish all information concerning the Company
  and the holders of capital stock of the Company as may be
  reasonably requested in connection with any such action and the
  preparation, filing and distribution of the Company Proxy
  Statement.  No filing of, or amendment or supplement to, or
  correspondence to the SEC or its staff with respect to, the
  Registration Statement or the Post-Effective Amendment will be
  made by Parent, or the Company Proxy Statement will be made by
  the Company, without providing the other party a reasonable
  opportunity to review and comment thereon.  Parent will advise
  the Company, promptly after it receives notice thereof, of the
  time when the Post-Effective Amendment has become effective or
  any supplement or amendment has been filed, the issuance of any
  stop order, the suspension of the qualification of the Parent
  Common Stock issuable in connection with the Offer or the Merger
  for offering or sale in any jurisdiction, or any request by the
  SEC for amendment of the Post-Effective Amendment or comments
  thereon and responses thereto or requests by the SEC for
  additional information.  The Company will advise Parent, promptly
  after it receives notice thereof, of any request by the SEC for
  the amendment of the Company Proxy Statement or comments thereon
  and responses thereto or requests by the SEC for additional
  information. If at any time prior to the Effective Time any
  information relating to the Company or Parent, or any of their
  respective Affiliates, officers or directors, should be
  discovered by the Company or Parent which should be set forth in
  an amendment or supplement to any of the Registration Statement,
  the Post-Effective Amendment or the Company Proxy Statement, so
  that any of such documents would not include any misstatement of
  a material fact or omit to state any material fact necessary to
  make the statements therein, in light of the circumstances under
  which they were made, not misleading, the party which discovers
  such information shall promptly notify the other parties hereto
  and an appropriate amendment or supplement describing such
  information shall be promptly filed with the SEC and, to the
  extent required by law, disseminated to the stockholders of the
  Company.
  
       (b)  If approval of the Company's stockholders is required
  by applicable law in order to consummate the Merger, the Company
  shall establish, prior to or as soon as practicable following the
  date upon which the Post-Effective Amendment becomes effective, a
  record date (which shall be prior to or as soon as practicable
  following the date upon which the Post-Effective Amendment
  becomes effective) for, duly call, give notice of, convene and
  hold a meeting of its stockholders (the "COMPANY STOCKHOLDERS
  MEETING") for the purpose of considering and taking action upon
  this Agreement and the Merger and (with the consent of Parent)
  such other matters as may in the reasonable judgment of the
  Company be appropriate for consideration at the Company
  Stockholders Meeting.  Once the Company Stockholders Meeting has
  been called and noticed, the Company shall not postpone or
  adjourn the Company Stockholders Meeting (other than for the
  absence of a quorum) without the consent of Parent. Subject to
  the Company's right, pursuant to Section 2.01 hereof, to
  terminate this Agreement, or pursuant to Section 2.02(b) hereof,
  to withdraw or modify the Recommendations, the Board of Directors
  of the Company shall include in the Post-Effective Amendment and
  the Company Proxy Statement a copy of the Recommendations as such
  Recommendations pertain to the Merger and this Agreement.
  Notwithstanding the foregoing, if approval of the Company's
  stockholders is required by applicable law in order to consummate
  the Merger, the Board of Directors of the Company shall submit
  this Agreement and the Merger for approval to the Company's
  stockholders whether or not the Board of Directors of the Company
  determines in accordance with Section 2.02(b) after the date
  hereof that this Agreement and the Merger are no longer advisable
  and recommends that the stockholders of the Company reject it.
  Unless the Board of Directors of the Company has withdrawn its
  recommendation of this Agreement and the Merger in compliance
  with Section 2.02(b), the Company shall use its reasonable best
  efforts to solicit from stockholders of the Company proxies in
  favor of this Agreement and the Merger and shall take all other
  actions necessary or advisable to secure the vote or consent of
  stockholders required by the BCL to effect the Merger.
  
       (c)  Notwithstanding the foregoing clauses (a) and (b)
  above, in the event that Merger Sub shall acquire at least 90% of
  the outstanding Shares in the Offer, the parties hereto shall
  take all necessary actions to cause the Merger to become
  effective, as soon as practicable after the expiration of the
  Offer, without a meeting of stockholders of the Company, in
  accordance with Section 253 of the DGCL and Section 905 of the
  BCL.
  
       (d)  Parent or the Company, as the case may be, shall
  furnish all information concerning Parent or the Company as the
  other party may reasonably request in connection with the
  preparation of the Registration Statement, the Post-Effective
  Amendment and the Company Proxy Statement.  Each of Parent and
  the Company shall notify the other of the receipt of any comments
  from the SEC on the Registration Statement, the Post-Effective
  Amendment and the Company Proxy Statement and of any requests by
  the SEC for any amendments or supplements thereto or for
  additional information and shall provide to each other promptly
  copies of all correspondence between Parent, the Company or any
  of their representatives and advisors and the SEC.  As promptly
  as practicable after the effective date of the Registration
  Statement, the Post Effective Amendment and the Company Proxy
  Statement shall be mailed to the stockholders of the Company and
  of Parent.  Each of Parent and the Company shall cause the
  Company Proxy Statement to comply as to form and substance as to
  such party in all material respects with the applicable
  requirements of (i) the Exchange Act, (ii) the Securities Act,
  (iii) the rules and regulations of the ASE. Copies of the Company
  Proxy Statement shall be provided to the ASE in accordance with
  its rules.
  
       (e)  The Company Proxy Statement shall include (i) the
  approval of the Merger and the recommendation of the Board of
  Directors of the Company to the Company's stockholders that they
  vote in favor of approval of this Agreement and the Merger, and
  (ii) the opinion of the Company Financial Advisor referred to in
  Section 5.18.
  
       (f)  None of the information supplied by the Company for
  inclusion or incorporation by reference in the Registration
  Statement, the Post-Effective Amendment or the Company Proxy
  Statement shall, at the respective times filed with the SEC or
  other regulatory agency and, in addition, (A) in the case of the
  Company Proxy Statement, at the date it or any amendments or
  supplements thereto are mailed to stockholders of the Company, at
  the time of the Company Stockholders' Meeting, and (B) in the
  case of the Registration Statement and the Post-Effective
  Amendment, when each becomes effective under the Securities Act,
  contain any untrue statement of a material fact or omit to state
  any material fact required to be stated therein or necessary in
  order to make the statements therein, in light of the
  circumstances under which they are made, not misleading.
  
       (g)  None of the information supplied by Parent for
  inclusion or incorporation by reference in the Registration
  Statement, the Post-Effective Amendment or the Company Proxy
  Statement shall, at the respective times filed with the SEC or
  other regulatory agency and, in addition, (A) in the case of the
  Company Proxy Statement, at the date it or any amendments or
  supplements thereto are mailed to stockholders of the Company, at
  the time of Company Stockholders' Meeting, and (B) in the case of
  the Registration Statement and the Post-Effective Amendment, when
  each becomes effective under the Securities Act, contain any
  untrue statement of a material fact or omit to state any material
  fact required to be stated therein or necessary in order to make
  the statements therein, in light of the circumstances under which
  they are made, not misleading.
  
       SECTION 8.02  DIRECTORS' AND OFFICERS' INDEMNIFICATION AND
  INSURANCE.
  
       (a)  The provisions with respect to indemnification that are
  set forth in the certificate of incorporation and bylaws of the
  Surviving Corporation shall not be amended, repealed or otherwise
  modified for a period of six years from the Effective Time in any
  manner that would affect adversely the rights thereunder of
  individuals who at or at any time prior to the Effective Time
  were directors, officers, employees or agents of the Company.
  
       (b)  From and after the Effective Time, the Company shall
  indemnify and hold harmless each present and former director and
  officer of the Company (the "INDEMNIFIED PARTIES") against any
  costs or expenses (including reasonable attorneys' fees),
  judgments, fines, losses, claims, damages or liabilities
  (collectively, "COSTS") incurred in connection with any claim,
  action, suit, proceeding or investigation, whether civil,
  criminal, administrative or investigative, arising out of or
  pertaining to matters relating to their service as such an
  officer or director existing or occurring at or prior to the
  Effective Time, whether asserted or claimed prior to, at or after
  the Effective Time, to the fullest extent that the Company would
  have been permitted under New York Law and its charter documents
  (each as in effect on the date hereof) to indemnify such
  Indemnified Parties.
  
       (c)  For a period of six years after the Effective Time, the
  Company shall maintain in effect insurance reasonably comparable
  to the directors' and officers' liability insurance policies
  maintained by the Company immediately prior to the Effective
  Time; provided, however, that in no event shall the Company be
  required to expend in any one year in excess of 150% of the
  annual premium currently paid by the Company for such coverage
  immediately prior to the Effective Time; provided further, that
  if the premium for such coverage exceeds such amount, the Company
  shall purchase a policy with the greatest coverage available for
  such 150% of the annual premium.
  
       (d)  If the Surviving Corporation or any of its successors
  or assigns (i) consolidates with or merges into any other Person
  and shall not be the continuing or surviving corporation or
  entity of such consolidation or merger or (ii) transfers all or
  substantially all of its properties and assets to any Person,
  then and in each such case, proper provision shall be made so
  that the successors and assigns of the Surviving Corporation
  assume the obligations set forth in this Section 8.02.
  
       (e)  The provisions of this Section 8.02 are intended to be
  for the benefit of, and enforceable by, each Indemnified Party
  and his or her heirs and representatives, and nothing herein
  shall affect any indemnification rights that any Indemnified
  Party and his or her heirs and representatives may have under the
  certificate of incorporation or bylaws of the Company or any
  Company Subsidiary, any contract or applicable Law.
  
       SECTION 8.03  PUBLIC ANNOUNCEMENTS.
  
       Parent and the Company shall consult with each other before
  issuing any press release or otherwise making any public
  statements with respect to this Agreement, the Offer or the
  Merger and shall not issue any such press release or make any
  such public statement without the prior written approval of the
  other, except to the extent required by applicable Law or the
  requirements of the rules and regulations of the NYSE or ASE, in
  which case the issuing party shall use all reasonable efforts to
  consult with the other party before issuing any such release or
  making any such public statement.
  
       SECTION 8.04  EMPLOYEE BENEFIT MATTERS.
  
       (a)  From and after the Effective Time, Parent agrees to
  provide the employees of the Company (the "COMPANY EMPLOYEES")
  who remain employed after the Effective Time (collectively, the
  "TRANSFERRED COMPANY EMPLOYEES") with industry competitive
  benefits for similarly situated employees at comparable
  companies; provided, that this obligation shall not include the
  Company Stock Plans; and provided further, that from and after
  the Effective Time until the first anniversary of the Effective
  Time such benefits shall be at least comparable, in the aggregate
  for each employee, to the benefits maintained for such employee
  by the Company and Company Subsidiaries immediately prior to
  Closing.  Parent will treat, and cause its applicable benefit
  plans to treat, the service and compensation of Company Employees
  with and from the Company or any Company Subsidiary as service
  rendered to, and compensation paid by, Parent or any Affiliate of
  Parent for all purposes (except for purposes of benefit accruals
  under any defined benefit pension plan of Parent or an affiliate
  of Parent).  Without limiting the foregoing, Parent shall not
  treat any Company Employee as a "new" employee for purposes of
  any exclusions under any health or similar plan of Parent for a
  pre-existing medical condition, and will make appropriate
  arrangements with its insurance carrier(s) to ensure such result.
  
       (b)  Following the Effective Time, Parent shall honor in
  accordance with their terms all individual employment,
  termination, severance, change in control, post-employment and
  other compensation agreements, arrangements and plans set forth
  on Schedule 5.09(e) of the Company Disclosure Schedule, and
  Parent will not challenge the validity of any obligation of the
  Company or any Company Subsidiary under any such contract or
  arrangement with any current or former director, officer or
  employee of the Company.
  
       (c)  Notwithstanding anything to the contrary contained
  herein, Parent shall have sole discretion with respect to the
  determination as to whether or when to terminate, merge or
  continue any Company Benefit Plan; provided, however, that Parent
  shall continue to maintain the Company Benefit Plans (other than
  stock based plans and the Company's 401(k) plan) until Company
  Employees are permitted to participate in the Parent's plans.
  
       (d)  The provisions of Section 8.04 respecting the Parent's
  agreement to honor the contracts, arrangements, commitments and
  understandings referred to in Section 8.04(b) are intended to be
  for the benefit of and enforceable by the Persons referred to
  therein or the parties to these agreements, respectively, and
  their heirs and representatives.
  
       SECTION 8.05  NYSE LISTING.
  
       Prior to the Effective Time, Parent shall file with the NYSE
  an Application for Listing Additional Shares with respect to the
  Parent Common Stock issued or issuable in connection with the
  Merger and shall use its best efforts to have such Parent Common
  Stock approved for listing on the NYSE.
  
       SECTION 8.06  BLUE SKY.
  
       Parent shall use its best efforts to obtain prior to the
  Effective Time all necessary permits and approvals required under
  Blue Sky Laws to permit the distribution of the shares of Parent
  Common Stock to be issued in accordance with the provisions of
  this Agreement.
  
       SECTION 8.07  REASONABLE EFFORTS.
  
       Each of the parties agrees to use all reasonable efforts to
  take, or cause to be taken, all actions, and to do, or cause to
  be done, and to assist and cooperate with the other parties in
  doing, all things necessary, proper or advisable to consummate
  and make effective, in the most expeditious manner practicable,
  the Offer, the Merger, and the other transactions contemplated by
  this Agreement and the Tender Agreement, including (i) the
  obtaining of all other necessary actions or nonactions, waivers,
  consents and approvals from Governmental Entities and the making
  of all other necessary registrations and filings (including other
  filings with Governmental Entities, if any), (ii) the obtaining
  of all necessary consents, approvals or waivers from third
  parties, (iii) the preparation of the Registration Statement, the
  Offer Documents, the Schedule 14D-9 and, if necessary, the Post-
  Effective Amendment and the Company Proxy Statement, and (iv) the
  execution and delivery of any additional instruments necessary to
  consummate the transactions contemplated by, and to fully carry
  out the purposes of, this Agreement and the Tender Agreement.
  
                             ARTICLE IX
  
                      CONDITIONS TO THE MERGER
  
       SECTION 9.01  CONDITIONS TO THE OBLIGATIONS OF EACH PARTY TO
  CONSUMMATE THE MERGER.
  
       The respective obligations of each party to effect the
  Merger are subject to the satisfaction or, to the extent
  permitted by applicable Law, waiver on or prior to the Closing
  Date of each of the following conditions:
  
       (a)  If required by the BCL or the DGCL, this Agreement and
  the Merger shall have been approved and adopted by the Company
  Shareholder Vote.
  
       (b)  Merger Sub shall have accepted for exchange and
  exchanged all of the Shares tendered pursuant to the Offer unless
  the failure to consummate the Offer is the result of a willful
  and material breach of this Agreement by the party asserting such
  condition.
  
       (c)  No judgment, order, decree, statute, law, ordinance,
  rule or regulation, entered, enacted, promulgated, enforced or
  issued by any court or other Governmental Entity of competent
  jurisdiction or other legal restraint or prohibition shall be in
  effect preventing or prohibiting consummation of the Merger.
  
       (d)  Registration Statement or the Post-Effective Amendment,
  as the case may be, shall have become effective under the
  Securities Act and shall not be the subject of any stop order.
  
                              ARTICLE X
  
                  TERMINATION, AMENDMENT AND WAIVER
  
       SECTION 10.01  TERMINATION.
  
       This Agreement may be terminated at any time prior to the
  Effective Time, whether before or after approval of this
  Agreement and the Merger by the shareholders of the Company or
  Merger Sub:
  
       (a)  by mutual written consent of Parent and the Company;
  
       (b)  by either Parent or the Company:
  
            (i)  if the Offer shall have expired or been terminated
            in accordance with the terms of this Agreement without
            Parent or Merger Sub having accepted for exchange any
            Shares pursuant to the Offer (provided that Parent and
            Merger Sub shall not be permitted to terminate this
            Agreement if the Offer is terminated or expires without
            Shares being accepted for exchange in violation of this
            Agreement);
  
            (ii)  if the Offer shall not have been consummated on
            or before October 30, 2000, unless the failure to
            consummate the Offer is the result of a willful and
            material breach of this Agreement by the party seeking
            to terminate this Agreement;
  
            (iii)  if the Merger shall not have been consummated as
            a result of any condition thereto in Article IX being
            incapable of being satisfied; or
  
            (iv)  if any statute, rule, regulation, injunction or
            decree having the effects set forth in subclause (a) or
            (b) of clause (5) of Annex I shall be in effect and
            shall have become final and nonappealable;
  
       (c)  by Parent, upon the occurrence of any Trigger Event
  described in clauses (i) through (iv) of Section 10.06(b); or
  
       (d)  by the Company, (i) if the Company's Board of Directors
  shall have recommended to the stockholders of the Company a
  Company Competing Transaction; provided that, in order for the
  termination of this Agreement pursuant to this clause (d) to be
  deemed effective, the Company shall have complied with all
  provisions of Section 7.04.
  
       The right of any party hereto to terminate this Agreement
  pursuant to this Section 10.01 will remain operative and in full
  force and effect regardless of any investigation made by or on
  behalf of any party hereto, any Person controlling any such party
  or any of their respective officers, directors, representatives
  or agents, whether prior to or after the execution of this
  Agreement.
  
       SECTION 10.02  EFFECT OF TERMINATION.
  
       Except as hereinafter specified, in the event of termination
  of this Agreement pursuant to Section 10.01 or pursuant to the
  termination provisions set forth in Section 2.01, this Agreement
  shall forthwith become void, there shall be no liability under
  this Agreement on the part of any party hereto or any of its
  affiliates or any of its or their officers or directors, and all
  rights and obligations of each party hereto shall cease;
  provided, however, that nothing herein shall relieve any party
  hereto from liability for the willful or intentional breach of
  any of its representations and warranties or the willful or
  intentional breach of any of its covenants or agreements set
  forth in this Agreement; provided, further, however, that this
  Section 10.02, Section 10.06 and Article XI of this Agreement
  shall survive the termination hereof.
  
       SECTION 10.03  AMENDMENT.
  
       This Agreement may be amended by the parties hereto by
  action taken by or on behalf of their respective Boards of
  Directors at any time prior to the Effective Time; provided,
  however, that, after the approval of this Agreement by the
  stockholders of the Company, no amendment may be made that
  changes the amount or type of consideration into which the
  Company Common Stock will be converted pursuant to this
  Agreement.  This Agreement may not be amended except by an
  instrument in writing signed by the parties hereto.
  
       SECTION 10.04  WAIVER.
  
       At any time prior to the Effective Time, any party hereto
  may (a) extend the time for or waive compliance with the
  performance of any obligation or other act of any other party
  hereto, (b) waive any inaccuracy in the representations and
  warranties contained herein or in any document delivered pursuant
  hereto and (c) waive compliance by the other party with any of
  the agreements or conditions contained herein.  Any such
  extension or waiver shall be valid if set forth in an instrument
  in writing signed by the party or parties to be bound thereby.
  
       SECTION 10.05  ASSUMPTION OF CERTAIN OBLIGATIONS.
  
       To the extent necessary, Parent shall, or shall cause the
  Surviving Corporation to, enter into supplemental indentures or
  otherwise affirmatively assume in writing the obligations of the
  Company under the those indentures or other financing agreements
  as set forth on Schedule 5.10.
  
       SECTION 10.06  FEES, EXPENSES AND OTHER PAYMENTS.
  
       (a)  Except as otherwise set forth in this Section 10.06,
  all Expenses incurred in connection with this Agreement, the
  Offer and the Merger shall be paid by the party incurring such
  Expenses, whether or not the Offer or the Merger is consummated,
  except that Parent shall pay all Expenses incurred solely for
  printing, filing and mailing the Registration Statement, the Post-
  Effective Amendment,  if necessary,  the Proxy Statement, if
  necessary, and all SEC and other regulatory filing fees incurred
  in connection with the Registration Statement and the Proxy
  Statement and any fees required to be paid under HSR Act.
  
       (b)  The Company agrees to pay liquidated damages to Parent
  in immediately available funds equal to $4,000,000 promptly, but
  in no event later than ten Business Days, after the termination
  of this Agreement (or such later date as may apply in the case of
  clause (i) below) as a result of the occurrence of any of the
  events set forth below (a "TRIGGER EVENT"):
  
            (i)  the Company shall have received a Company
            Competing Transaction, and at any time prior to, or
            within one year after (unless this Agreement is
            terminated pursuant to Section 10.01(a) or Section
            10.01(b)(iv)), the termination of this Agreement, the
            Company shall have entered into, or shall have publicly
            announced its intention to enter into, an agreement or
            an agreement in principle (other than a confidentiality
            agreement permitted by Section 7.04) with respect to
            any Company Competing Transaction;
  
            (ii)  any person or group (defined in Section 13(d)(3)
            of the Exchange Act) (other than Parent or any of its
            Subsidiaries) shall have become the beneficial owner
            (defined in Rule 13d-3 promulgated under the Exchange
            Act) of at least 20% of the outstanding Company Common
            Stock or shall have acquired, directly or indirectly,
            at least 20% of the assets of the Company and its
            Subsidiaries;
  
            (iii)  the Company shall have intentionally breached or
            willfully failed to perform in any material respect any
            of its representations, warranties, covenants or other
            agreements contained in this Agreement, which breach or
            failure to perform would give rise to the failure of a
            condition set forth in subclause (c), (d) or (e) of
            clause (5) of Annex I; or
  
            (iv)  other than pursuant to the last paragraph of
            Annex I, the Board of Directors of the Company (or any
            committee thereof) shall have recommended to the
            shareholders of the Company any Company Competing
            Transaction or shall have resolved to, or publicly
            announced an intention to, do so.
  
            Notwithstanding the foregoing, no such liquidated
            damages shall be paid pursuant to this Section 10.06(b)
            if Parent shall be in material breach of its
            obligations hereunder; provided, however, that Parent
            shall not be deemed in material breach of its
            obligations hereunder if any such breach is cured
            within 10 Business Days after receipt by Parent of
            written notice of such breach from the Company.
  
       (c)  In the event that Parent shall terminate this Agreement
  because of any breach or failure to perform by the Company as set
  forth in Section 10.06(b)(iii) that is not an intentional breach
  or willful failure to perform on the part of the Company, then,
  without limiting any other remedies available to Parent, the
  Company shall reimburse Parent (not later than ten Business Days
  after submission of statements therefor) for all actual,
  documented out-of-pocket Expenses not to exceed $750,000
  reasonably incurred by Parent or on its behalf in connection with
  the consummation of the transaction contemplated by this
  Agreement. Notwithstanding the foregoing, no amounts shall be
  paid pursuant to this Section 10.06(c) if Parent shall be in
  material breach of its obligations hereunder; provided, however,
  that Parent shall not be deemed in material breach of its
  obligations hereunder if any such breach is cured within five
  Business Days after receipt by Parent of written notice of such
  breach from the Company.
  
       (d)  In the event that the Board of Directors of the Company
  rescinds its recommendation of the Offer or recommends a Company
  Superior Proposal in accordance with the last paragraph of
  Annex I and as a result the Offer and the Merger are not
  consummated, then, without limiting any other remedies available
  to the Company, Parent shall reimburse the Company (not later
  than ten Business Days after submission of statements therefor)
  for all actual, documented out-of-pocket Expenses not to exceed
  $750,000 reasonably incurred by the Company or on its behalf in
  connection with the consummation of the transaction contemplated
  by this Agreement.  Notwithstanding the foregoing, no fee shall
  be paid pursuant to this Section 10.06(d) if the Company shall be
  in material breach of its obligations hereunder; provided,
  however, that the Company shall not be deemed in material breach
  of its obligations hereunder if any such breach is cured within
  five Business Days after receipt by the Company of written notice
  of such breach from Parent.
  
       (e)  Parent and the Company agree that the agreements
  contained in Sections 10.06(b), (c) and (d) above are an integral
  part of the transaction contemplated by this Agreement.  If the
  Company fails to pay to Parent any fee or make any reimbursement
  due under Section 10.06(b) or (c), the Company shall pay the cash
  and expenses (including reasonable legal fees and expenses) in
  connection with any action, including the filing of any lawsuit
  of other legal action, taken to collect payment.  Similarly, if
  Parent fails to pay to the Company any fee due under
  Section 10.06(d), Parent shall pay the cash and expenses
  (including reasonable legal fees and expenses) in connection with
  any action, including the filing of any lawsuit or other action
  taken to collect payment.
  
                             ARTICLE XI
  
                         GENERAL PROVISIONS
  
       SECTION 11.01  NON-SURVIVAL OF REPRESENTATIONS AND
  WARRANTIES.
  
       The representations, warranties and agreements in this
  Agreement (and in any certificate delivered in connection with
  the Closing) shall be deemed to be conditions to the Merger and
  shall not survive the Effective Time, except that (i)
  Section 8.02 (Indemnification and Insurance) which shall, to the
  extent contemplated, survive the Effective Time or termination of
  this Agreement, (ii) except for Section 7.03 (Confidentiality),
  Section 10.02 (Effect of Termination), Section 10.06 (Fees,
  Expenses and Other Payments) and this Article XI (General
  Provisions), each of which shall, to the extent contemplated
  therein, survive termination of this Agreement indefinitely.
  
       SECTION 11.02  NOTICES.
  
       All notices, requests, claims, demands and other
  communications hereunder shall be in writing and shall be given
  (and shall be deemed to have been duly given upon receipt) by
  delivery in person, by telecopy or facsimile, by registered or
  certified mail (postage prepaid, return receipt requested) or by
  a nationally recognized courier service to the respective parties
  at the following addresses (or at such other address for a party
  as shall be specified in a notice given in accordance with this
  Section 11.02):
  
                           (a)  if to the Company:
  
                           Comptek Research, Inc.
                           2732 Transit Road
                           Buffalo, New York 14224
                           Attention:  Chief Executive Officer
                           Telecopier:  (716) 677-0014
  
                           with a copy to:
  
                           Stroock & Stroock & Lavan LLP
                           180 Maiden Lane
                           New York, New York 10038
                           Attention:  James R. Tanenbaum, Esq.
                           Telecopier:  (212) 806-5400
  
                           (b)  if to Parent or Merger Sub:
  
                           Northrop Grumman Corporation
                           1840 Century Park East
                           Los Angeles, CA  90067
                           Attention: R.R. Molleur, Senior Vice
                           President and
                           General Counsel
                           Telecopier: (310)-556-4570
  
                           with copies to:
  
                           John Mullan
                           Vice President and Corporate Secretary
  
                           and
  
                           Howrey Simon Arnold & White, LLP
                           1299 Pennsylvania Avenue, N.W.
                           Washington, D.C.  20004
                           Attention:  Roger Klein, Esq.
                           Telecopier:  (202) 383-6610
  
       SECTION 11.03  SEVERABILITY.
  
       If any term or other provision of this Agreement is invalid,
  illegal or incapable of being enforced by any rule of Law or
  public policy, all other conditions and provisions of this
  Agreement shall nevertheless remain in full force and effect so
  long as the economic or legal substance of the Offer and the
  Merger is not affected in any manner materially adverse to any
  party.  Upon such determination that any term or other provision
  is invalid, illegal or incapable of being enforced, the parties
  hereto shall negotiate in good faith to modify this Agreement so
  as to effect the original intent of the parties as closely as
  possible in a mutually acceptable manner to the fullest extent
  permitted by applicable Law in order that the Offer and the
  Merger may be consummated as originally contemplated to the
  fullest extent possible.
  
       SECTION 11.04  ASSIGNMENT; BINDING EFFECT; BENEFIT.
  
       Neither this Agreement nor any of the rights, interests or
  obligations hereunder shall be assigned by any of the parties
  hereto (whether by operation of Law or otherwise) without the
  prior written consent of the other parties hereto.  Subject to
  the preceding sentence, this Agreement shall be binding upon and
  shall inure to the benefit of the parties hereto and their
  respective successors and permitted assigns.
  
       SECTION 11.05  INCORPORATION OF EXHIBITS.
  
       The Company Disclosure Schedule and Annex I attached hereto
  and referred to herein are hereby incorporated herein and made a
  part of this Agreement for all purposes as if fully set forth
  herein.  Parent and the Company acknowledge that the Company
  Disclosure Schedule (i) is qualified in its entirety by reference
  to specific provisions of this Agreement and (ii) is not intended
  to constitute and shall not be construed as indicating that such
  matter is required to be disclosed, nor shall such disclosure be
  construed as an admission that such information is material with
  respect to the Company except to the extent required by this
  Agreement and by applicable Law.
  
       SECTION 11.06  GOVERNING LAW.
  
       THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
  ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
  OTHER THAN CONFLICT OF LAWS PRINCIPLES THEREOF DIRECTING THE
  APPLICATION OF ANY LAW OTHER THAN THAT OF NEW YORK.
  
       SECTION 11.07  WAIVER OF JURY TRIAL.
  
       EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO
  TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, TORT
  OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
  TRANSACTION OR AGREEMENT CONTEMPLATED HEREBY OR THE ACTIONS OF
  ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE
  OR ENFORCEMENT HEREOF.
  
       SECTION 11.08  HEADINGS; INTERPRETATION.
  
       The descriptive headings contained in this Agreement are
  included for convenience of reference only and shall not affect
  in any way the meaning or interpretation of this Agreement. The
  parties have participated jointly in the negotiation and drafting
  of this Agreement.  In the event an ambiguity or question of
  intent or interpretation arises, this Agreement shall be
  construed as if drafted jointly by the parties, and no
  presumption or burden of proof shall arise favoring or
  disfavoring any party by virtue of the authorship of any
  provisions of this Agreement.
  
       SECTION 11.09  COUNTERPARTS.
  
       This Agreement may be executed and delivered (including by
  facsimile transmission) in one or more counterparts, and by the
  different parties hereto in separate counterparts, each of which
  when executed and delivered shall be deemed to be an original but
  all of which taken together shall constitute one and the same
  agreement.  A telecopy signature of any party shall be considered
  to have the same binding legal effect as the original signature.
  
       SECTION 11.10  ENTIRE AGREEMENT.
  
       This Agreement (including Annex I and the Company Disclosure
  Schedule) and the Confidentiality Agreement constitute the entire
  agreement among the parties with respect to the subject matter
  hereof and supersede all prior agreements and understandings
  among the parties with respect thereto.  No addition to or
  modification of any provision of this Agreement shall be binding
  upon any party hereto unless made in writing and signed by all
  parties hereto.
  
       SECTION 11.11.  NO THIRD PARTY BENEFICIARIES.
  
       Except as otherwise provided in Sections 8.02 and 8.04
  hereof, this Agreement shall be binding upon and inure solely to
  the benefit of each party hereto, and nothing in this Agreement,
  express or implied, is intended to or shall confer upon any other
  Person any right, benefit or remedy of any nature whatsoever
  under or by reason of this Agreement.
  
       SECTION 11.12.  DISCLOSURE SCHEDULES.
  
       The disclosures made on any disclosure schedule, including
  the Company Disclosure Schedule, with respect to any
  representation or warranty shall be deemed to be made with
  respect to any other representation or warranty requiring the
  same or similar disclosure to the extent that the relevance of
  such disclosure to other representations and warranties is
  evident from the information specifically set forth in such
  schedule without reference to any document or information not set
  forth on such schedule.  The inclusion of any matter on any
  disclosure schedule will not be deemed an admission by any party
  that such listed matter is material or that such listed matter
  has or would have a Company Material Adverse Effect.
  
                      [SIGNATURE PAGE FOLLOWS]
       IN WITNESS WHEREOF, the parties hereto have caused this
  Agreement to be executed as of the date first written above by
  their respective officers thereunto duly authorized.
  
                                NORTHROP GRUMMAN CORPORATION
  
                                By:    /s/Albert F. Myers
                                Name:  Albert F. Myers
                                Title: Corporate Vice President
                                       and Treasurer
  
                                YAVAPAI ACQUISITION CORP.
  
                                By:     /s/Albert F. Myers
                                Name:   Albert F. Myers
                                Title:  President
  
                                COMPTEK RESEARCH, INC.
  
                                By:     /s/John J. Sciuto
                                Name:   John J. Sciuto
                                Title:  President and Chief
                                        Executive Officer
  
                                                                  ANNEX I
                           CONDITIONS TO THE OFFER
  
            Notwithstanding any other provision of the Offer, subject to
  the terms of this Agreement, Merger Sub shall not be required to accept
  for exchange or exchange or deliver any shares of Parent Common Stock
  for (subject to any applicable rules and regulations of the SEC,
  including Rule 14e-1(c) under the Exchange Act (relating to Merger Sub's
  obligation to pay for or return tendered Shares after the termination or
  withdrawal of the Offer)) any Shares tendered, if by the expiration of
  the Offer (as it may be extended in accordance with the requirements of
  Section 2.01), (1) the Minimum Condition shall not have been satisfied,
  (2) the applicable waiting period under the HSR Act and any other
  applicable antitrust Laws shall not have expired or been terminated, (3)
  the Registration Statement shall not have become effective under the
  Securities Act or shall be the subject of any stop order or proceedings
  seeking a stop order, (4) the shares of Parent Common Stock to be issued
  in the Offer shall not have been approved for listing on the NYSE,
  subject to official notice of issuance, or (5) at any time on or after
  the date of this Agreement and prior to the acceptance for exchange of
  Shares pursuant to the Offer, any of the following conditions exist:
  
            (a)  there shall be instituted or pending any action or
  proceeding by any Governmental Entity, (i) challenging or seeking to
  make illegal, to delay materially or otherwise directly or indirectly to
  restrain or prohibit the making of the Offer, the acceptance for
  exchange of, or the exchange or delivery of shares of Parent Common
  Stock for, some of or all the Shares by Parent or Merger Sub or the
  consummation by Parent or Merger Sub of the Merger, seeking to obtain
  material damages or otherwise directly or indirectly relating to the
  transactions contemplated by the Tender Agreement, this Agreement, the
  Offer or the Merger, (ii) seeking to restrain or prohibit Parent's or
  Merger Sub's ownership or operation (or that of their respective
  Subsidiaries or Affiliates) of all or any portion of the business or
  assets of the Company and its Subsidiaries, taken as a whole, or of
  Parent and its Subsidiaries, taken as a whole, or to compel Parent or
  any of its Subsidiaries or affiliates to dispose of or hold separate all
  or any portion of the business or assets of the Company and its
  Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken
  as a whole, (iii) seeking to impose limitations on the ability of Parent
  or any of its Subsidiaries or Affiliates effectively to exercise full
  rights of ownership of the Shares, including, without limitation, the
  right to vote any Shares acquired or owned by Parent or any of its
  Subsidiaries or Affiliates on all matters properly presented to the
  Company's stockholders or (iv) seeking to require divestiture by Parent
  or any of its Subsidiaries or Affiliates of any Shares; or
  
            (b)  there shall be any action taken, or any statute, rule,
  regulation, injunction, order or decree proposed, enacted, enforced,
  promulgated, issued or deemed applicable to this Agreement, the Offer or
  the Merger, by any Governmental Entity that, in the reasonable judgment
  of Parent, is reasonably likely, directly or indirectly, to result in
  any of the consequences referred to in clauses (i) through (iv) of
  paragraph (a) above, subject as aforesaid; or
  
            (c)  (i)  the representations and warranties of the Company
  set forth in this Agreement that are qualified as to materiality shall
  become untrue or incorrect (except to the extent expressly made as of an
  earlier date, in which case as of such date), or any of the
  representations and warranties set forth in this Agreement that are not
  so qualified shall become untrue or incorrect in any material respect
  (except to the extent expressly made as of an earlier date, in which
  case as of such date) or (ii) there shall be a material breach of any of
  the covenants of the Company set forth in this Agreement; provided,
  however, that the Company shall not be deemed in material breach of its
  obligations hereunder if any such breach is cured within 10 Business
  Days after receipt by the Company of written notice of such breach from
  Parent, if such cure can be accomplished before the Offer expires
  without any extension thereof; or
  
            (d)  there shall have been a Company Material Adverse Effect;
  or
  
            (e)  this Agreement shall have been terminated in accordance
  with its terms; or
  
            (f) (1)   the Board of Directors of the Company (or any
  committee thereof) shall have withdrawn or materially modified or
  amended in a manner adverse to Parent or Merger Sub its approval or
  recommendation of the Offer, the Merger or this Agreement or shall have
  failed to make such favorable recommendation or (2) the Board of
  Directors of the Company (or any committee thereof) shall have
  recommended to the shareholders of the Company any Company Superior
  Proposal or shall have resolved to, or publicly announced an intention
  to, do so; or
  
            (g)  the Company shall have entered into, or shall have
  publicly announced its intention to enter into, an agreement or
  agreement in principle (other than a confidentiality agreement permitted
  by Section 7.04 of this Agreement) with respect to any Company Superior
  Proposal; or
  
            (h)  any Person or "group" (as defined in Section 13(d)(3) of
  the Exchange Act) (other than Parent or any of its Subsidiaries) shall
  have become the "beneficial owner" (as defined in Rule 13d-3 promulgated
  under the Exchange Act) of at least 20% of the outstanding Shares or
  shall have acquired, directly or indirectly, at least 20% of the assets
  of the Company and its subsidiaries; which, in the good faith judgment
  of Parent in any such case, and regardless of the circumstances
  (including any action or omission by Parent or Merger Sub) giving rise
  to any such condition, makes it inadvisable to proceed with such
  acceptance for exchange or exchange; or
            (i)  the Company shall have failed to satisfy any of the
  following conditions to the consummation of the Offer:
  
                      (A)  Parent shall have been furnished with evidence
                 satisfactory to it of the consent or approval of those
                 Persons listed on Schedule 7.09 of the Company Disclosure
                 Schedule whose consent or approval may be required in
                 connection with the Offer and the Merger;
  
                      (B)  The key employees of the Company or Company
                 Subsidiaries set forth on Part A of Annex Schedule II
                 shall have executed and delivered employment agreements
                 and non-competition agreements reasonably acceptable to
                 Parent and at least three out of the six key employees
                 set forth on Part B of Annex Schedule II shall have
                 executed and delivered employment agreements and non-
                 competition agreements reasonably acceptable to Parent;
                 and
  
                      (C)  Company shall have terminated all contracts
                 with foreign consultants of Company or the Company
                 Subsidiaries for which the Parent has requested such
                 termination at least 45 days prior to Effective Time;
                 provided, however, the parties hereto agree that any
                 damages that the Company or any Company Subsidiary
                 suffers or may suffer as a result of any such termination
                 shall not constitute a breach of any representation,
                 warranty, covenant or agreement made by the Company in
                 the Agreement.
  
       Notwithstanding anything to the contrary herein, the Board of
  Directors of the Company (or any committee thereof) may (1) withdraw or
  materially modify or amend in a manner adverse to Parent or Merger Sub
  its approval or recommendation of the Offer, the Merger or this
  Agreement or (2) may recommend to the shareholders of the Company any
  Company Superior Proposal or may resolved to, or publicly announced an
  intention to, do so, if:
  
       (i)  the representations and warranties of the Parent set forth in
  this Agreement that are qualified as to materiality shall become untrue
  or incorrect (except to the extent expressly made as of an earlier date,
  in which case as of such date), or any of the representations and
  warranties set forth in this Agreement that are not so qualified shall
  become untrue or incorrect in any material respect (except to the extent
  expressly made as of an earlier date, in which case as of such date), or
  (ii)  there shall be a material breach of any of the covenants of the
  Parent set forth in this Agreement; provided, however, that the Parent
  shall not be deemed in material breach of its obligations hereunder or
  any representation or warranty if any such breach is cured within 10
  Business Days after receipt by the Parent of written notice of such
  breach from Company, if such cure can be accomplished before the Offer
  expires without any extension thereof; or
  
       (iii) there shall have been a Parent Material Adverse Effect.