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)
  
                           March 26, 1999
  
  
  
                	    COMPTEK RESEARCH, INC.
  
     (Exact Name of Registrant as Specified in Charter)
            
                                   
        New York            1-8502              16-0959023
  -------------------   ----------- -----------------------------
                                   
    (State of Other     (Commissi   (IRS Employer Identification
    Jurisdiction of      on File                No.)
     Incorporation)      Number)                  
                        
   2732 Transit Road, Buffalo, New York           14224-2523
                               			          --------------------
            
  (Address of Principal Exeuctive Offices)         (Zip Code)
                        
  Registrant's telephone number,          (716) 677-4070
  including area code:                 -------------------
  
  
  
                          Not Applicable
  --------------------------------------------------------------
  (Former Name or Former Address, if Changed Since Last Year)
  
  
  <PAGE 1>
  
  Item 2.        ACQUISITION OR DISPOSITION OF ASSETS
  
  On March 26, 1999, Comptek Research, Inc. (the "Company") completed the
  purchase of the business operations and substantially all of the related
  assets and liabilities of Amherst Systems, Inc. ("Amherst"), a privately-
  held company specializing in simulation/stimulation and evaluation
  systems for electronic defense applications (the "Amherst Acquisition").
  The Company paid a purchase price of $30 million and assumed long-term
  debt of $5.1 million.  The Company paid the purchase price by delivering
  $20 million in cash and $10 million in subordinated promissory notes of
  the Company.  The amount of consideration paid was based upon arms-
  length negotiations between the parties.
  
  Amherst was founded in 1975 and is based in Buffalo, New York.  Prior to
  the acquisition by the Company, Amherst employed approximately 330
  people and maintained offices in Huntsville, Alabama; Herdon, Virginia;
  and Dayton, Ohio.  Amherst also maintained a Canadian subsidiary based
  in Ottawa, Ontario.  As a result of the acquisition, the Company assumed
  each of the office locations of Amherst and hired all of the former
  Amherst employees.  The Company placed the acquired assets and
  liabilities into a newly formed wholly-owned subsidiary of the Company.
  In addition, the Company intends to transfer the assets and operations
  of its Advanced Systems Division into the new subsidiary, thereby
  combining the Company's electronic warfare simulation/stimulation and
  training resources into one strategic business unit.
  
  In order to finance the Amherst Acquisition and provide working capital,
  the Company issued, pursuant to Rule 506 of Regulation D, 8 1/2%
  convertible subordinated debentures (the "Debentures"), due 2004.  The
  Company also amended and increased its existing credit facility in
  connection with the Amherst Acquisition.
  
  The Company initially sold $15 million of Debentures and has the
  ability to sell, by April 23, 1999, an additional $5 million of
  Debentures for an aggregate amount of $20 million. The Debentures,
  issued only in denominations of 1,000 and multiples thereof, are
  convertible into shares of common stock of the Company at a conversion
  price of $9.50, which is subject to adjustment, including an
  adjustment if the Company reports income before extraordinary
  item and accounting change diluted earnings per share of less than
  $0.80 per share for its fiscal year ending March 31, 2000.  In such
  case, the conversion price will be reset to $8.50. The Debentures bear
  interest payable semiannually on April 1 and October 1 of each year,
  commencing October 1, 1999 at the per annum rate of 8.5%.  The
  Debentures are not redeemable by the Company prior to March  1, 2002.
  Thereafter, the Company may redeem the Debentures at any time together
  with accrued and unpaid interest at the following premiums on or
  after:  (1) March 1, 2002 -103.4%; (2) March 1, 2003 - 101.7%; (3)
  March 1, 2004 and thereafter - 100.0%.  The Debentures are unsecured
  obligations of the Company, subordinated in right of payment to all
  present and future senior indebtedness, including the Company's
  borrowings under its credit facility.
  
  In connection with the Amherst Acquisition, the Company's credit
  facility with Manufacturers and Traders Trust Company ("M&T Bank") has
  been amended and increased, and includes the following: (1) a new
  revolving credit agreement with a $27 million maximum borrowing limit
  bearing interest, at the Company's option, of prime or LIBOR plus an
  applicable margin based on a ratio of the Company's funded debt to
  earnings before income taxes, depreciation and amortization (EBITDA)
  minus capital expenditures; (2) remaining in place, the Company's
  seven-year term loan bearing interest at LIBOR plus an applicable
  margin based on a ratio of the Company's funded debt to EBITDA minus
  capital expenditures, with an outstanding balance of $13.75  million
  as of March 31, 1999; (3) remaining in place, the Company's five-year
  term loan, with an outstanding balance of $2.0 million as of March 31,
  1999, bearing interest at a fixed rate of 8.5%.  Additionally,
  remaining in place, is an interest rate swap
  
  <PAGE 2>
  
  agreement with KeyBank, N.A. that converts $7.5 million of the
  outstanding debt to a fixed rate of 7.86% with a termination date of
  June 1, 2003.  The Company entered into this swap agreement in May
  1998. Amounts drawn under the revolving credit agreement may be
  converted into a four-year term loan at the Company's discretion at
  any time prior to its maturity on January 31, 2001.  The entire credit
  facility is secured by substantially all of the Company's assets.
  The revolving credit agreement stipulates that the Company maintain
  minimum levels of:  (1) working capital; (2) tangible net worth; (3)
  funded debt to EBITDA minus capital expenditures; (4) EBITDA to fixed
  charges; (5) senior funded debt to EBITDA minus capital expenditures.
  Additionally, the Company may not exceed prescribed levels of capital
  expenditures and operating lease expense.  Furthermore, the agreement
  prohibits the Company from the paying any cash dividends, without the
  consent of M&T Bank.
  
  Prior to the Amherst Acquisition, the Company reported its operating
  activities in two defense-related segments:  Defense Systems
  ("Systems") and Engineering and Technical Services ("Services").  The
  Systems segment includes operating activities for tactical systems, as
  well as simulation/stimulation and training systems. As a result of
  the Amherst Acquisition, the Company will revise its segments in view
  of expected increase in simulation/stimulation and training systems
  sales.  These new segments will be Tactical Systems,
  Simulation/Stimulation and Training Systems, and Engineering and
  Technical Services.
  
  
  Item 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL  INFORMATION AND
            EXHIBITS.
  
  The following financial information is being filed in order to satisfy
  financial statement requirements.
  
  (a)  Financial Statements for Business Acquired.
  
       1.   Consolidated financial statements of Amherst Systems, Inc. as of
            and for the years ended April 30, 1998, 1997, and 1996.
       
       2.   Consolidated financial statements of Amherst Systems, Inc. for
            the eight months ended December 31, 1998 and 1997.
  
  <PAGE 3>
  
  
  
  AMHERST SYSTEMS, INC.
  
  Consolidated financial statements of Amherst Systems, Inc.
  for the years ended April 30, 1998, 1997, and 1996
  
  <PAGE 4>
  
  
  
  
                       Independent Auditors' Report
                                     
                                     
  The Board of Directors
  Amherst Systems Inc.:
  
  We have audited the accompanying consolidated balance sheets of Amherst
  Systems Inc. as of April 30, 1997 and 1998, and the related consolidated
  statements of operations, shareholders' equity and cash flows for each
  of the years in the three-year period ended April 30, 1998.  These
  consolidated financial statements are the responsibility of the
  Company's management.  Our responsibility is to express an opinion on
  these consolidated financial statements based on our audits.
  
  We conducted our audits in accordance with generally accepted auditing
  standards.  Those standards require that we plan and perform the audit
  to obtain reasonable assurance about whether the financial statements
  are free of material misstatement.  An audit includes examining, on a
  test basis, evidence supporting the amounts and disclosures in the
  financial statements.  An audit also includes assessing the accounting
  principles used and significant estimates made by management, as well as
  evaluating the overall financial statement presentation.  We believe
  that our audits provide a reasonable basis for our opinion.
  
  In our opinion, the consolidated financial statements referred to above
  present fairly, in all material respects the financial position of
  Amherst Systems Inc. as of April 30, 1997 and 1998, and the results of
  its operations and its cash flows for each of the years in the three-
  year period ended April 30, 1998 in conformity with generally accepted
  accounting principles.
  
                                     KPMG LLP
  
  
  
  Buffalo, New York
  June 12, 1998
  
  <PAGE 5>
  
  <TABLE>
  <CAPTION>
                         AMHERST SYSTEMS INC.
                     Consolidated Balance Sheets
                                   
                       April 30, 1997 and 1998
                        (dollars in thousands)
  <S>                                       <C>            <C>
                                                1997          1998
                                            -----------   ----------
  
                  Assets                                            
  Current assets:                                                   
       Cash and equivalents               $          45 $        825
       Contract receivables (note 3)              5,505       10,939
       Inventories (note 4)                       1,241        1,905
       Other                                         86          222
       Deferred income taxes (note 7)               235          280
                                             ----------    ---------
            Total current assets                  7,112       14,171
                                             ----------    ---------
  Plant and equipment, at cost:                                     
       Assets under capital leases                1,995        2,920
       Computer equipment                         1,814        2,234
       Other equipment                            1,901        2,095
       Leasehold improvements                       209          451
                                             ----------    ---------
                                                  5,919        7,700
  Less accumulated depreciation and                                 
    amortization                                  3,515        4,207
                                             ----------    ---------
            Net plant and equipment               2,404        3,493
  
  Software costs, net of accumulated                                
    amortization of $1,546 and $1,718 in                            
    1997 and 1998, respectively                     684          512
  
  Other assets                                       13          233
                                             ----------    ---------
                                          $      10,213 $     18,409
                                             ==========    =========
    Liabilities and Shareholders' Equity 
  
  Current liabilities:                                              
  
       Current installments of long-term                            
         debt (note 5)                    $         430 $        586
       Accounts payable                           1,775        1,033
       Accrued expenses                           1,260        2,263
       Customer advances                          1,463        3,876
                                             ----------     --------
            Total current liabilities             4,928        7,758
  
  Long-term debt, excluding current                                 
    installments (note 5)                         1,683        6,202
  
  Other liabilities (note 7)                        520          435
                                             ----------    ---------
            Total liabilities                     7,131       14,395
                                             ----------    ---------
  Shareholders' equity (note 9):                                    
  
       Common stock, $.01 par value,                                
         2,000,000 shares authorized,                               
         1,030,721 and 1,042,021 shares                             
         issued at April 30, 1997 and                               
         1998, respectively                          10           10
  
       Additional paid-in capital                   653          710
  
       Retained earnings                          2,424        3,320
  
       Foreign currency translation                                 
         adjustment                                   -         (21)
                                             ----------    ---------
                                                  3,087        4,019
       Less cost of 1,200 treasury shares             5            5
                                             ----------    ---------
            Total shareholders' equity            3,082        4,014
  Commitments and contingency (notes 3,                             
    5, 10, and 13)                           ----------    ---------
                                          $      10,213 $     18,409
                                             ==========    =========  
  
  See accompanying notes to consolidated financial statements.
  </TABLE>
  <PAGE 6>
  <TABLE>
  <CAPTION>
                         AMHERST SYSTEMS INC.
                Consolidated Statements of Operations
                                   
              Years ended April 30, 1996, 1997 and 1998
                            (in thousands)
  <S>                              <C>         <C>          <C>
                                     1996        1997         1998
                                   --------    --------     -------
  Net sales                     $    14,439  $    16,922 $    31,644
  Costs of sales                     11,834       11,866      24,436
                                   --------     --------     -------
       Gross profit                   2,605        5,056       7,208
  
  General and                                                       
    administrative expenses                                         
    (note 6)                          3,552        4,529       5,636
                                   --------     --------     -------
       Operating (loss)                                             
        income                        (947)          527       1,572
  Interest expense                    (194)        (262)       (273)
                                   --------     --------     -------
       (Loss) income from                                           
         continuing                                                 
         operations before                                          
         income taxes               (1,141)          265       1,299
  
  Income taxes (benefit)                                            
    (note 7)                          (443)          100         190
                                   --------     --------     -------
       Income (loss) from                                           
         continuing                                                 
         operations                   (698)          165       1,109
  
  Income (loss) from                                                
    discontinued operations,                                        
    net of income tax                                               
    (expense) benefit of                                            
    $(13), $260 and $40 in                                          
    1996, 1997 and 1998,                                            
    respectively (notes 7                                           
    and 12)                              21        (295)       (213)
                                   --------     --------     -------
       Net income (loss)        $     (677)  $     (130) $       896
                                   ========     ========     =======
                                                                    
  See accompanying notes to consolidated financial statements.
  </TABLE>
  <PAGE 7>
  <TABLE>
  <CAPTION>
                           AMHERST SYSTEMS INC.
              Consolidated Statements of Shareholders' Equity
                                     
                 Years ended April 30, 1996, 1997 and 1998
                          (dollars in thousands)
  <S>            <C>       <C>        <C>       <C>        <C>       <C>
                                                           Foreign   
                                                           cur-    
                                                           rency     
                           Addi-                Re-        trans-    Total
                           tional     Trea-     tained     lation    share-
                 Common    paid-in    sury      earn-      adjust-   holders'
                 Stock     capital    stock     ings       ment      equity
  Balances at                                                                 
  April 30,                                                                   
  1995        $      10 $      502 $     (4)  $   3,231  $      -  $     3,739
  
  Sale of                                                                     
  8,000                                                                       
  common                                                                      
  shares                                                                      
  under stock         -         32         -          -         -           32
  
  option plan
  (note 9)
  Purchase of                                                                 
  200 common                                                                  
  shares for                                                                  
  treasury            -          -         -          -         -          (1)
  
  Net loss            -          -         -      (677)         -        (677)
                 ------    -------    ------     ------    ------      -------
  
  Balances at                                                                 
  April 30,                                                                   
  1996               10        534       (5)      2,554         -        3,093
  
  Sales of                                                                    
  26,510                                                                      
  common                                                                      
  shares                                                                      
  under stock         -        119         -          -         -          119
  option plan
  (note 9)
  
  Net loss            -          -         -      (130)         -        (130)
                 ------    -------    ------     ------    ------     --------
  
  Balances at                                                                 
  April 30,                                                                   
  1997               10        653       (5)      2,424         -        3,082
  
  Sale of                                                                     
  11,300                                                                      
  common                                                                      
  shares                                                                      
  under stock         -         57         -          -         -           57
  option plan
  (note 9)
  
  Net income          -          -         -        896         -          896
  
  Foreign                                                                     
  currency                                                                    
  translation                                                                 
  adjustment          -          -         -          -      (21)         (21)
                 ------    -------    ------     ------    ------     --------
                      
  Balances at                                                                 
  April 30,                                                                   
  1998        $      10 $      710 $     (5)  $   3,320  $   (21)  $     4,014
                 ======    =======    ======     ======    ======     ========
  
                                                                              
  See accompanying notes to consolidated financial statements.
  </TABLE>
  <PAGE 8>
  <TABLE>
  <CAPTION>
  
                          AMHERST SYSTEMS INC.
                 Consolidated Statements of Cash Flows
               Years ended April 30, 1996, 1997 and 1998
                             (in thousands)
  <S>                             <C>          <C>           <C>
                                    1996          1997         1998
                                  ---------     ---------    ---------
  Cash flows from operating                                           
    activities:
  
       (Loss) income from                                             
         continuing operations  $     (698)  $        165  $     1,109
  
       Income (loss) from                                             
         discontinued                                                 
         operations                      21         (295)        (213)
                                  ---------     ---------    ---------
            Net income (loss)         (677)         (130)          896
  
  Adjustments to reconcile net                                        
   income (loss) to net cash
   provided (used) by
   operating activities:
  
     Depreciation and                                                 
      amortization of plant                                           
      and equipment                     514           570          764
  
     Amortization of                                                  
      capitalized software                                            
      costs                             226           200          172
  
     Deferred income taxes             (80)         (150)        (130)
  
     Changes in assets and                                            
      liabilities providing
      (using) cash:
  
         Contract                                                     
          receivables                 1,319       (2,709)      (5,042)
  
         Inventories                  (307)          (87)        (316)
  
         Accounts payable             (733)         1,662        (977)
  
         Accrued expenses               389           220        1,009
  
         Customer advances            (184)           765        2,423
  
         Other                        (498)           614        (195)
                                  ---------     ---------    ---------
            Total                                                     
             adjustments                646         1,085      (2,292)
                                  ---------     ---------    ---------
            Net cash                                                  
            (used) provided                                                     
             by operating                                             
             activities                (31)           955      (1,396)
                                  ---------     ---------    ---------
  Cash flows from investing                                           
   activities:
  
       Acquisition of                                                 
        subsidiary                        -             -         (21)
  
       Purchase of plant and                                          
        equipment                     (721)         (412)      (2,048)
  
       Proceeds from disposal                                         
        of plant and equipment            -             5           47
                                  ---------     ---------    ---------
            Net cash used by                                          
             investing                                                
             activities               (721)         (407)      (2,022)
                                  ---------     ---------    ---------
  Cash flows from financing                                           
   activities:
  
     Net proceeds from                                                
      (repayment of) lines of                                         
      credit                            500         (400)        3,700
  
     Proceeds from other long-                                        
      term debt                         522           242        1,151
  
     Repayment of other long-                                         
      term debt                       (451)         (433)        (709)
  
     Purchase of common shares          (1)             -            -
  
     Proceeds from sale of                                            
      common shares                      25            72           50
                                   --------     ---------    ---------
            Net cash provided                                         
             (used) by                                                
             financing                                                
             activities                 595         (519)        4,192
                                   --------     ---------    ---------
            Effect of exchange                                        
             rate changes on                                          
             cash                         -             -            6
                                  ---------     ---------    ---------
            Net (decrease)                                            
             increase in cash                                         
             and equivalents          (157)            29          780
  
  Cash and equivalents at                                             
   beginning of period                  173            16           45
                                  ---------     ---------    ---------
  Cash and equivalents at                                             
   end of period                $        16  $         45  $       825
                                  =========     =========    =========
                                                                      
  Supplemental cash flow information (note 2)
                                                                      
  See accompanying notes to consolidated financial statements.
  </TABLE>
  <PAGE 9>
  
                           AMHERST SYSTEMS INC.
                                     
                       Notes to Financial Statements
                                     
                       April 30, 1996, 1997 and 1998
  
  
  
  (1)Summary of Significant Accounting Policies
  
     Amherst  Systems  Inc. (Amherst) and its subsidiary  (the  Company)
     develop  and  sell  computer software and hardware  products.   The
     predominant  source  of  revenue are  products  sold  to  the  U.S.
     Government under prime and subcontractual arrangements.  Prime  and
     subcontractual  arrangements are primarily  in  the  form  of  cost
     reimbursable  or  fixed-priced contracts. For 1997  and  1998,  the
     Company  had  net  sales  from  two  significant  customers   which
     comprised  32%  and 48%, respectively, of the consolidated  totals.
     Subsequent  to  the discontinuance of its Retail Systems  divisions
     (note   12),   the  Company  operates  in  one  business   segment.
     Significant accounting policies of the Company are as follows:
     
     (a)Principles of Consolidation
     
         The  consolidated financial statements include the accounts  of
         Amherst  and its two wholly-owned subsidiaries.  One  of  these
         subsidiaries,  Omega  Telemus,  Inc.  (Telemus),   a   Canadian
         corporation,  was acquired in September 1997  (note  11).   All
         significant  intercompany balances and transactions  have  been
         eliminated in consolidation.
         
     (b)Revenue Recognition
     
         Revenue  on  fixed-price  contracts  is  recognized  using  the
         percentage  of  completion method based on  costs  incurred  in
         relation  to  the  total  estimated costs.   Cost  reimbursable
         contract  revenues  are  recognized to the  extent  of  project
         costs  incurred plus a proportionate amount of fee.   As  long-
         term  contracts  extend over one year, revisions  in  estimated
         costs  and  earnings are reflected in the accounting period  in
         which  such revisions become known.  The entire amount  of  any
         estimated   loss  is  accrued  at  the  time  the  losses   are
         determined.
         
     (c)Cash Equivalents
     
         Cash   equivalents   consist  of  highly  liquid   investments,
         primarily  U.S.  Treasury securities, with original  maturities
         of  three months or less. At April 30, 1998, $647,752  of  cash
         was  considered  restricted for use pursuant  to  one  specific
         contract.
         
     (d)Inventories
     
         Inventories  are stated at the lower of cost (first-in,  first-
         out) or market.
  
  <PAGE 10>
  
                           AMHERST SYSTEMS INC.
                                     
                       Notes to Financial Statements
                                     
                       April 30, 1996, 1997 and 1998
  
  
  
     (e)Depreciation and Amortization
     
         Depreciation  of  equipment  is  provided  over  the  estimated
         useful  lives  of  the respective assets on  the  straight-line
         method.   Amortization  of  assets  under  capital  leases   is
         computed  on  the straight-line method over the  noncancellable
         terms  of  the respective leases, or the assets' useful  lives,
         whichever  is  shorter.  Equipment is depreciated over  periods
         which range from five to seven years.
         
     (f)Income Taxes
     
         The  Company utilizes the asset and liability method of  income
         tax  accounting.  Pursuant to this method, deferred tax  assets
         and  liabilities are recognized for the future tax consequences
         attributable  to  differences between the  financial  statement
         carrying  amounts of existing assets and liabilities and  their
         respective tax bases.  Deferred tax assets and liabilities  are
         measured  using enacted tax rates expected to apply to  taxable
         income  in  the years in which those temporary differences  are
         expected  to  be recovered or settled.  The effect on  deferred
         tax  assets  and  liabilities of  a  change  in  tax  rates  is
         recognized in income in the period that includes the  enactment
         date.
         
     (g)Capitalized Software Costs
     
         The  Company  capitalizes computer software costs  incurred  in
         the   production  of  software  products  once  the   products'
         technological  feasibility has been  established.   Such  costs
         are  carried at the lower of unamortized cost or net realizable
         value.  Amortization begins when the product is  available  for
         general  release.   Amortization  expense  is  based   on   the
         straight-line method over the estimated economic  life  of  the
         product  or  the  ratio of annual revenue from the  product  to
         total estimated revenue, whichever is greater.
         
     (h)Stock Option Plan
  
         The  Company  has adopted the disclosure alternative  permitted
         in  Statement of Financial Accounting Standards (SFAS) No. 123,
         Accounting  for  Stock-Based  Compensation.  Accordingly,   the
         Company  has  elected  to  continue  to  apply  the  accounting
         provisions  of  APB  25, which results in  the  measurement  of
         compensation  expense on the date of an  option  grant  to  the
         extent  that  the current market price of the underlying  stock
         exceeds the exercise price.
         
         
  <PAGE 11>
  
                           AMHERST SYSTEMS INC.
                                     
                       Notes to Financial Statements
                                     
                       April 30, 1996, 1997 and 1998
  
  
  
     (i)Use of Estimates
     
         The  preparation  of  financial statements in  conformity  with
         generally  accepted  accounting principles requires  management
         to  make estimates and assumptions related to the reporting  of
         assets  and liabilities at the date of the financial statements
         and  the  reported amounts of revenues and expenses during  the
         reporting  period.   Actual results  could  differ  from  those
         estimates.
  
  
  (2)Supplemental Cash Flow Information
  
     Cash received (paid) for (in thousands):
     
                                 1996         1997          1998
                              --------------------------------------
       Interest             $    (193)   $     (247)   $    (284)
       Income taxes                 -           234            -
                              ======================================
  
     Supplemental   schedule   of  noncash   investing   and   financing
     activities (in thousands):
     
                                 1996         1997          1998
                              -------------------------------------
       Conversion of employee
         vested vacation to
         common shares under
         stock option plan
         (note 9)              $     7   $        47   $       46
  
       Fair value of debt
         assumed in acqui-
         sition of subsi-
         diary
         (note 11)                   -             -          533
                             ======================================
  <PAGE 12>
  
  
  
                           AMHERST SYSTEMS INC.
                                     
                       Notes to Financial Statements
                                     
                       April 30, 1996, 1997 and 1998
  
  
  
  (3)Contract Receivables
  
     The  components of contract receivables (primarily  from  the  U.S.
     Government) at April 30, 1997 and 1998 follow (in thousands):
     
                                              1997          1998
                                        ---------------------------
     
       Amounts billed                    $     1,231   $    3,769
       
       Costs and estimated
        earnings in excess
        of billings on
        uncompleted
        contracts                              4,274        7,170
                                           -------------------------
                                         $     5,505   $   10,939
                                           =========================
  
     Costs  and  estimated earnings in excess of billings on uncompleted
     contracts  represent  amounts  that  could  not  be  presented  for
     billing  under  the  terms of the contracts as  of  the  respective
     balance  sheet dates.  It is anticipated that such unbilled amounts
     will be recovered as units are delivered or upon completion of  the
     contract.  Substantially all amounts are expected to  be  collected
     within  the next fiscal year.  In situations where billings  exceed
     costs  and  estimated earnings, the excess is included in  customer
     advances.
     
     Costs   incurred  by  the  Company  in  the  performance  of   U.S.
     Government  contracts are subject to audit by the Defense  Contract
     Audit  Agency  (DCAA).   In the opinion of  management,  the  final
     determination  of  allowable costs will not result  in  significant
     adjustments to recorded amounts.
  
  
  (4)Inventories
  
     The  components of inventories at April 30, 1997 and  1998  are  as
     follows (in thousands):
     
                                              1997          1998
                                        -----------------------------
     
       Parts                             $       605   $      821
       Work-in-process                           348          768
       Finished goods                            288          316
                                        -----------------------------
                                         $     1,241   $    1,905
                              				      =============================
     <PAGE 13>
     
  
                           AMHERST SYSTEMS INC.
                                     
                       Notes to Financial Statements
                                     
                       April 30, 1996, 1997 and 1998
  
  
  
  (5)Note Payable and Long-term Debt
  
     A  summary of long-term debt at April 30, 1997 and 1998 follows (in
     thousands):
     
                                              1997          1998
                                       ----------------------------
       Bank  revolving  line
       of
         credit                          $     1,100   $    4,800
       Bank term loans                             -          332
       Capital lease
         obligations                           1,013        1,656
                                       ----------------------------
                                               2,113        6,788
       Less current
         installments                            430          586
                                       ----------------------------
         Long-term debt,
           excluding
           current
           installments                  $     1,683   $    6,202
                                       ============================
  
     The  Company has a revolving line of credit facility with  a  bank.
     The  total  available  credit  under this  facility  is  $7,000,000
     subject  to a borrowing base.  Outstanding borrowings bear interest
     at  the  bank's prime rate (8.5% at April 30, 1998) and are secured
     by  substantially all assets of the Company.  The revolving  credit
     agreement,  which expires on October 1, 2000, requires the  Company
     to  maintain  minimum  working capital, debt service  coverage  and
     total  debt  to  net  worth, as defined.  At April  30,  1998,  the
     Company  was  either in compliance with the financial covenants  or
     obtained  the  applicable waiver letter from the bank.  The  credit
     facility  is  used  to  advance working capital  or  issue  standby
     letters  of  credit  to foreign customers to secure  the  Company's
     performance on advance payments from these customers.   There  were
     outstanding  standby letters of credit in the amount of  $1,682,672
     under this facility at April  30, 1998.
  
     The  Company  also  has term loans payable to  a  bank  in  monthly
     principal  installments of  $8,604 plus interest at  various  rates
     (ranging  from  7.25%  to  8.25% at April  30,  1998)  that  mature
     through  February  2003.  Outstanding  borrowings  are  secured  by
     substantially all assets of Telemus.
     
     Telemus  also has a facility with a bank providing for the issuance
     of  a standby letter of credit. At April 30, 1998, a standby letter
     of  credit  on  $1,542,473 has been issued under this  facility  to
     secure Telemus' performance under a contract.
     
     <PAGE 14>
     
                           AMHERST SYSTEMS INC.
                                     
                       Notes to Financial Statements
                                     
                       April 30, 1996, 1997 and 1998
  
  
     
     Capital  lease obligations, related primarily to computer equipment
     purchases, are payable as follows (in thousands):
  
         Fiscal year ending April 30:
           1999                                  $     660
           2000                                        508
           2001                                        399
           2002                                        297
           2003                                        200
                                                   ---------
         Total minimum lease payments                2,064
         Less amounts representing interest,  at
         rates ranging from
           5.04% to 14.81%                           (408)
                                                   ---------
         Present  value  of  net  minimum  lease
         payments                             1,656
         Less  current installments  of  capital
         lease obligations                             492
                                                   ---------
         Obligations under capital leases,
           excluding current installments        $   1,164
                                                   ==========
     
     Accumulated  amortization  of  assets  under  capital  leases   was
     $676,102 and $961,190 at April 30, 1997 and 1998, respectively.
  
  
  (6)Research and Development Expenses
  
     The  cost  of  independent research and development is  charged  to
     general  and  administrative expense when  incurred.   These  costs
     amounted  to  $1,328,327, $1,743,241 and $2,151,878 for  the  years
     ended April 30, 1996, 1997 and 1998, respectively.
  
  <PAGE 15>
  
  
                           AMHERST SYSTEMS INC.
                                     
                       Notes to Financial Statements
                                     
                       April 30, 1996, 1997 and 1998
     
  (7)Income Taxes
  
     Components  of   income  tax  expense  (benefit),  attributable  to
     continuing  and discontinued operations, for the years ended  April
     30, 1996, 1997 and 1998 are as follows (in thousands):
  
       <TABLE>
       <S>                    <C>          <C>           <C>
                                 1996         1997          1998
                              -------------------------------------
       Current:
         Federal            $    (322)   $       (9)   $      237
         State                    (28)           (1)           43
                              -------------------------------------
                                 (350)          (10)          280
                              -------------------------------------
       Deferred:
         Federal                  (68)         (135)        (117)
         State                    (12)          (15)         (13)
                              -------------------------------------
                                  (80)         (150)        (130)
                              -------------------------------------
       
         Total              $    (430)   $     (160)   $      150
                              =====================================
  </TABLE>
     
     The  income  tax  expense  (benefit)  has  been  allocated  on  the
     consolidated statements of operations as follows (in thousands):
     
  <TABLE>
  <S>                           <C>         <C>          <C>
                                 1996         1997          1998
                              -------------------------------------
       
     Continuing operations  $    (443)   $       100   $      190
     Discontinued  
     operation                     13           (260)         (40)
                              -------------------------------------
                            $    (430)   $      (160)  $      150
                              =====================================
  </TABLE>
  <PAGE 16>
  
                           AMHERST SYSTEMS INC.
                                     
                       Notes to Financial Statements
                                     
                       April 30, 1996, 1997 and 1998
  
     Total  income  tax expense (benefit) differs from "expected"  taxes
     (computed  by applying the U. S. Federal corporate rate of  34%  to
     income  (continuing  and  discontinued)  before  income  taxes   as
     follows (in thousands):
     
     <TABLE>
     <S>                      <C>       <C>            <C>
                                 1996         1997          1998
                              -------------------------------------
       Computed "expected"
         tax expense
        (benefit)           $    (376)   $      (98)   $      354
  
       Increase (decrease)
       resulting from:
  
         Permanent differ-
           ences primarily
           foreign sales
           corporation
           commission
           in 1998                   -            11        (119)
  
         Tax credits                 -          (96)         (67)
  
         State taxes, net of
           Federal income
            tax effect            (42)          (11)           20
  
         Other                    (12)            34         (38)
                              -------------------------------------
                            $    (430)   $     (160)   $      150
                              =====================================
       </TABLE>
  
     The  tax effects of temporary differences that give rise to the net
     deferred  tax liability at April 30, 1997 and 1998 are  as  follows
     (in thousands):
     
     <TABLE>
     <S>                                <C>            <C>
  
                                              1997          1998
                                           ------------------------
       Deferred tax assets:
         Accrued compensation            $       212   $      280
  
         Tax credit
           carryforwards                         235          220
  
         Other                                    23            -
                                           ------------------------
             Total deferred
              tax assets                         470          500
                                           ------------------------
       Deferred tax liabilities:
  
         Accumulated depreciation
           of plant and
           equipment                     $       420   $      380
  
         Capitalized software
           costs                                 280          220
                                           ------------------------
             Total deferred
               tax liabilities                   700          600
                                           ------------------------
             Net deferred tax
               liability                 $       230   $      100
                                            =======================
  </TABLE>
  <PAGE 17>
                           AMHERST SYSTEMS INC.
                                     
                       Notes to Financial Statements
                                     
                       April 30, 1996, 1997 and 1998
  
  
  
     Deferred  taxes  are  presented  in the  accompanying  consolidated
     balance sheets as follows (in thousands):
     
                                              1997          1998
                                           ------------------------
       Current deferred tax
        Assets                           $       235   $      280
  
       Noncurrent deferred
        tax liabilities
                                                 465          380
                                           ------------------------
                                         $       230   $      100
                                           ========================
     
     In assessing the realizability of deferred tax assets, management
     considers whether it is more likely than not that some or all of
     the assets will not be realized.  Management considers, among
     other things, projections of future taxable income and the
     scheduled reversal of deferred tax liabilities in making this
     assessment.  Based on this assessment, management believes that
     deferred tax assets are fully recoverable,  accordingly, no
     valuation allowance has been provided.
     
     The  Company's  tax credit carryforwards at April 30,  1998  expire
     from 2005 to 2012.
  
  
  (8)Pension Plan
  
     The  Company  has a defined contribution pension plan covering  all
     employees.  The Company's maximum matching contribution  is  4%  of
     compensation.  Expense  under the plan was $248,106,  $262,361  and
     $314,026  for  the  years  ended April 30,  1996,  1997  and  1998,
     respectively.
  
  
  (9)Stock Option Plan
  
     The   Company  has  a  stock  option  plan  providing  for  options
     representing  up  to  200,000 shares of  common  stock.   The  plan
     covers  substantially all employees and terminates  in  2002.   The
     Company may repurchase any shares purchased under the plan  at  the
     original  purchase price if an employee leaves the  Company  within
     three  years of exercising options.  Options generally  expire  one
     year  after  the  grant date.  Exercise prices  are  equal  to  the
     Company's  estimate of the fair value per share  of  stock  at  the
     date of grant.
  
  <PAGE 18>
  
                           AMHERST SYSTEMS INC.
                                     
                       Notes to Financial Statements
                                     
                       April 30, 1996, 1997 and 1998
  
  
  
     A  summary of stock option activity for years ended April 30, 1996,
     1997 and 1998 is as follows:
  
                                 1996         1997          1998
                              -------------------------------------
       
       Outstanding, beginning
        of year                  2,000             -       41,540
  
       Granted                   5,000        71,600        6,500
  
       Expired and subscribed    1,000        (3,550)     (31,240)
  
       Exercised                (8,000)      (26,510)     (11,300)
                              -------------------------------------
       Outstanding, end of
       period                        -        41,540        5,500
                              =====================================
     
     The  estimated  fair value of options granted in the  fiscal  years
     ended  April  30,  1997 and 1998 determined under the  minimum  was
     insignificant. The pro forma effects of using these fair values  in
     the  determination of net income as permitted by SFAS No. 123  are,
     accordingly,  not  material. The risk-free interest  rate  used  in
     this  determination  was  5.43%.  No  dividends  are  paid  on  the
     Company's stock.
     
     The  weighted average exercise prices of options granted  in  1996,
     1997  and  1998  were  $4.50, $5.00 and $5.50,  respectively.   The
     weighted  average price of options exercised was $4.00, $4.50,  and
     $5.00 in 1996, 1997 and 1998, respectively.  At April 30, 1997  and
     1998  outstanding options were exercisable at $5.00 and  $5.50  per
     share, respectively, and expire prior to April 30, 1999.
     
     Of  the options exercised for the year ended April 30, 1998,  1,136
     shares were issued in exchange for vested accrued vacation.
  
  
  (10)    Operating Leases
  
     The  Company recorded operating lease expense of $621,772, $641,303
     and  $800,777  for the years ended April 30, 1996, 1997  and  1998,
     respectively.
     
     Future  annual  minimum  lease payments  under  all  non-cancelable
     operating leases are as follows (in thousands):
  
              Year ending April 30:
                1999                             $     933
                2000                                   943
                2001                                   899
                2002                                   811
                2003                                   783
              Thereafter                         $     415
                                                     ========
  
  <PAGE 19>
  
                           AMHERST SYSTEMS INC.
                                     
                       Notes to Financial Statements
                                     
                       April 30, 1996, 1997 and 1998
  
  
  
     The  Company  subleases some of its facilities from  a  shareholder
     pursuant  to  an  operating  sublease.  Rental  expense  under  the
     sublease  was $589,967, $602,748 and $621,413 for the  years  ended
     April 30, 1996, 1997 and 1998, respectively.
  
  
  (11)    Acquisition of Subsidiary
  
     On  September 26, 1997, Amherst acquired all of the common stock of
     Omega  Telemus  Inc., a Canadian defense electronics  company  with
     operations  in Kanata, Ontario. The purchase price of $554,000  was
     funded primarily with cash of $21,000 and an assumption of debt  of
     approximately  $533,000. The acquisition was  accounted  for  under
     the  purchase  method of accounting and, accordingly, the  purchase
     price  was  allocated to the acquired assets and liabilities  based
     upon  estimated  fair values. Telemus' results  of  operations  are
     included with the Company from the acquisition date.
  
  
  (12)    Discontinued Operation
  
     In  fiscal  1998,  the Company discontinued the operations  of  its
     commercial division, Retail Systems.  The income (loss)  from  this
     discontinued  operation,  net  of  income  taxes  of  approximately
     $21,000,  $(295,000)  and $(213,000) has been separately  presented
     in  the  1996, 1997 and 1998 consolidated statements of operations,
     respectively.  The  remaining net assets of this division  totaling
     approximately  $93,000  at April 30, 1998  includes  inventory  and
     capitalized  software. The Company believes it  will  complete  the
     sale of this business in fiscal 1999.
  
  
  (13)    Contingent Liability
  
     The  Company  is  a defendant in a lawsuit which is  in  the  early
     stages   of  discovery.  Management  does  not  believe  that   the
     resolution of this suit will have a material adverse effect on  the
     Company's financial statements.
  
  
  <PAGE 20>
  
  
  AMHERST SYSTEMS, INC.
  
  Consolidated financial statements of Amherst Systems, Inc.
  for the eight months ended December 31, 1998 and 1997
  
  <PAGE 21>
  <TABLE>
  <CAPTION>
  
                        AMHERST SYSTEMS INC.
                Consolidated Condensed Balance Sheet
                          December 31, 1998
                           (in thousands)
                             (unaudited)
  <S>                                                  <C>
                       Assets                          
  Current assets:                                      
       Cash and equivalents (note 8)                $         2,067
       Contract receivables (note 3)                         14,766
       Inventories (note 4)                                   3,208
       Other                                                    783
                                                        -----------
            Total current assets                             20,824
                                                        -----------
  Plant and equipment, at cost:
                                      
       Assets under capital leases                            2,920
       Computer equipment                                     2,009
       Other equipment                                        2,029
       Leasehold improvements                                   801
                                                        -----------
                                                              7,759
       Less accumulated depreciation and                           
        amortization                                          4,638
                                                        -----------
            Net plant and equipment                           3,121
  
  Software costs, net of accumulated amortization               405
  Other assets                                                  271
                                                        -----------
                                                    $        24,621
                                                        ===========
        Liabilities and Shareholders' Equity                       
  
  Current liabilities:                                             
  
       Current installments of long-term debt                   654
       Accounts payable                                       3,594
       Accrued expenses                                       3,246
       Customer advances                                      5,056
                                                        -----------
            Total current liabilities                        12,550
  
  Long-term debt, excluding current installments              6,410
  Other liabilities                                             436
                                                        -----------
            Total liabilities                                19,396
                                                        -----------
  Shareholders' equity (note 6):                                   
  
       Common stock                                              10
       Additional paid-in capital                               712
       Retained earnings                                      4,505
       Net unrealized gain on securities available                 
        for sale                                                 38
       Foreign currency translation adjustment                 (33)
                                                        -----------
                                                              5,232
       Less cost of treasury shares                               7
                                                        -----------
            Total shareholders' equity                        5,225
                                                        -----------
  Commitments and contingency (notes 3 and 8)           -----------
                                                    $        24,621
                                                        ===========                                                                 
  See accompanying notes to consolidated condensed financial
  statements.
  
  </TABLE>
  <PAGE 22>
  <TABLE>
  <CAPTION>
  
                        AMHERST SYSTEMS INC.
  Consolidated Condensed Statements of Operations and Comprehensive
                               Income
                                  
        Eight-month periods ended December 31, 1997 and 1998
                           (in thousands)
                             (unaudited)
  <S>                                      <C>            <C>
                                              1997          1998
                                           ----------      --------
  Net sales                             $      18,456  $     29,151
  Costs of sales                               14,457        22,488
                                           ----------      --------
       Gross profit                             3,999         6,663
  
  General and administrative expenses                              
   (note 5)                                     3,342         4,704
                                           ----------      --------
       Operating income                           657         1,959
  
  Interest expense                                135           350
                                           ----------      --------
       Income from continuing                                      
        operations before income taxes            522         1,609
  
  Income taxes                                    104           354
                                           ----------      --------
       Income from continuing                                      
        operations                                418         1,255
  
  Loss from discontinued operations,                               
   net of income taxes (note 7)                 (131)          (70)
                                           ----------      --------
       Net income                                 287         1,185
                                           ----------      --------
  Other comprehensive income:                                      
  
       Foreign currency translation                                
        adjustments                                 -          (12)
  
       Unrealized holding gain on                                  
        marketable securities                       -            38
                                           ----------      --------
            Other comprehensive income              -            26
                                           ----------      --------
            Comprehensive income        $         287  $      1,211
                                           ==========      ========
                                                                   
  See accompanying notes to consolidated condensed financial
  statements.
  </TABLE>
  <PAGE 23>
  <TABLE>
  <CAPTION>
                           AMHERST SYSTEMS INC.
         Consolidated Condensed Statement of Shareholders' Equity
                                     
                Eight-month period ended December 31, 1998
                                     
                              (in thousands)
                                     
                                (unaudited)
  
  <S>        <C>     <C>      <C>     <C>      <C>      <C>      <C>
                                               Net               
                                               unreal-           
                                               ized     For-     
                                               gain on  eign     
                                               secur-   cur-     
                     Addi-                     ities    rency    
                     tional           Re-      avail-   trans-   Total
                     paid-in  Trea-   tained   able     lation   share-
             Common  capi-    sury    earn-    for      adjust-  holders'
             stock   tal      stock   ings     sale     ment     equity
             ------  -------  ------- -------  -------  -------  --------
  Balances                                                                
  at April                                                                
  30, 1998      $10     $710     ($5)   $3,320      $-     ($21)  $4,014
                                                                          
  Purchase                                                                
  of 1,610                                                                
  treasury                                                                
  shares          -        -      (2)        -       -         -     (2)
                                                                          
  Sale of                                                                 
  500 common                                                              
  shares                                                                  
  under                                                                   
  stock                                                                   
  option                                                                  
  plan            -        2        -        -       -         -       2
                                                                          
  Net income      -        -        -    1,185       -         -   1,185
                                                                          
  Net                                                                     
  unrealized                                                              
  gain on                                                                 
  securities                                                              
  available                                                               
  for sale        -        -        -        -      38         -      38
                                                                          
  Foreign                                                                 
  currency                                                                
  transla-                                                                
  tion                                                                    
  adjustment      -        -        -        -       -      (12)    (12)
             ------  -------  -------  ------- -------   -------  --------
  Balances                                                                
  at                                                                      
  December                                                                
  31, 1998      $10     $712     ($7)   $4,505     $38     ($33)  $5,225
             ======  =======  =======  ======= =======   =======  ========
  See accompanying notes to consolidated condensed financial statements.
                                                                          
  </TABLE>
  <PAGE 24>
  <TABLE>
  <CAPTION>
  
                        AMHERST SYSTEMS INC.
           Consolidated Condensed Statements of Cash Flows
        Eight-month periods ended December 31, 1997 and 1998
  
                           (in thousands)
                             (unaudited)
  
  <S>                                  <C>             <C>
                                           1997            1998
                                       -----------     -----------
  Cash flows from operating                                  
    activities:
  
       Income from continuing                                      
        operations                   $          418  $        1,255
  
       Loss from discontinued                                      
        operations                            (131)            (70)
                                        -----------     -----------
            Net Income                          287           1,185
                                                                   
  Adjustments to reconcile net                                     
   income to net cash provided by
   operating activities:
  
       Depreciation and                                            
        amortization of plant and                                  
        equipment                               311             431
  
       Amortization of capitalized                                 
        software costs                           97             107
  
       Deferred income taxes                     35            (30)
  
       Changes in assets and                                       
        liabilities providing
        (using) cash:
  
            Contract receivables              (296)         (3,827)
            Inventories                       (352)         (1,304)
            Accounts payable                  (627)           2,561
            Accrued expenses                     11             983
            Customer advances                 2,379           1,180
            Other                             (775)           (194)
                                        -----------     -----------
                 Total adjustments              783            (93)
                                        -----------     -----------
                 Net cash provided                                 
                  by operating                                     
                  activities                  1,070           1,092
                                        -----------     -----------
  Cash flows from investing                                        
   activities:                                     
  
       Purchase of plant and                                       
        equipment                           (1,046)         (1,086)
  
       Proceeds from disposal of                                   
        plant and equipment                       -           1,028
                                        -----------     -----------
            Net cash used by                                       
             investing activities           (1,046)            (58)
                                        -----------     -----------
  Cash flows from financing                                        
   activities:
  
       Net proceeds from bank notes                                
        payable                               1,000             670
  
       Proceeds from other long-                                   
        term debt                               601               -
  
       Repayment of other long-term                                
        debt                                  (187)           (394)
  
       Proceeds from sale of common                                
        shares                                   51               2
  
       Purchase of common stock for                                
        treasury                                  -             (2)
                                        -----------     -----------
            Net cash provided by                                   
             financing activities             1,465             276
                                        -----------     -----------
            Effect of exchange rate                                
             changes on cash                     13            (68)
                                        -----------     -----------
            Net increase in cash                                   
             and equivalents                  1,502           1,242
  
  Cash and equivalents at beginning                                
   of period                                     45             825
                                        -----------     -----------
  Cash and equivalents at end of                                   
   period                            $        1,547  $        2,067
                                                                   
  Supplemental cash flow information (note 2)
                                                                   
  See accompanying notes to consolidated condensed financial
  statements.
  </TABLE>
  <PAGE 25>
                                     
                           AMHERST SYSTEMS INC.
                                     
           Notes to Consolidated Condensed Financial Statements
                                     
                        December 31, 1997 and 1998
                                     
                                (Unaudited)
  
  
  (1)Basis of Presentation
  
     The  consolidated condensed financial statements of Amherst Systems
     Inc.  and  subsidiary (the Company) as of and for  the  eight-month
     periods  ended December 31, 1998 and 1997 have been prepared  using
     the  same accounting principles employed in the preparation of  the
     annual financial statements for the years ended April 30, 1997  and
     1998.    These  interim  period  statements  should  be   read   in
     conjunction with the annual statements.
     
     Effective  May  1,  1998,  the Company adopted  the  provisions  of
     Statement  of  Financial Accounting Standards No.  130,  "Reporting
     Comprehensive Income."
     
     The  interim  period financial statements contain all  adjustments,
     consisting  of normal recurring items, necessary to fairly  present
     the  Company's consolidated financial position at December 31, 1998
     and  its  results of operations and cash flows for the  eight-month
     periods  ended  December  31,  1997 and  1998  in  conformity  with
     generally accepted accounting principles.
     
     The   results  of  operations  for  the  eight-month  period  ended
     December 31, 1998 are not necessarily indicative of results  to  be
     expected for the full year.
     
     
  (2)Supplemental Cash Flow Information
  
                                           1997         1998
                                         -----------------------
        Cash paid for (in thousands):
         Interest                      $  (135)   $     (350)
                                         =======================
         Taxes                         $    (2)   $     (354)
                                         =======================
  
     Supplemental   schedule   of  noncash   investing   and   financing
     activities (in thousands):
  
                                           1997         1998
                                         ----------------------
        Conversion of employee vested
        vacation to common shares
         under stock option plan       $      6   $         -
                                         ======================
        Fair value of debt assumed
         in acquisition of
         subsidiary                    $    533   $         -
                                         ======================
        Receipt of investment
         securities in exchange
         for assets of discontinued
         operation                     $      -   $       200
                                         ======================
  <PAGE 26>
  
                           AMHERST SYSTEMS INC.
                                     
           Notes to Consolidated Condensed Financial Statements
                                     
                        December 31, 1997 and 1998
                                     
                                (Unaudited)
  
  
  
  (3)Contract Receivables
  
     The  components of contract receivables (primarily  from  the  U.S.
     Government) at December 31, 1998 follow (in thousands):
  
        Amounts billed                           $   5,916
        
        Costs  and estimated earnings in  excess
        of
         Billings on uncompleted contracts           8,850
                                                   ---------
                                                 $  14,766
                                                   =========
  
     Costs   incurred  by  the  Company  in  the  performance  of   U.S.
     Government  contracts are subject to audit by the Defense  Contract
     Audit  Agency  (DCAA).   In the opinion of  management,  the  final
     determination  of  allowable costs will not result  in  significant
     adjustments to recorded amounts.
  
  
  (4)Inventories
  
     The  components of inventories at December 31, 1998 are as  follows
     (in thousands):
     
        Parts                                           $ 1,114
        Work-in-process                                   1,779
        Finished goods                                      315
                                                          ------
                                                        $ 3,208
                                                          ======
  
  (5)Research and Development Expenses
  
     The  cost  of  independent research and development,  including  an
     allocation   of   overhead  costs,  is  charged  to   general   and
     administrative  expense  when incurred.  These  costs  amounted  to
     $1,475,545  and  $1,927,189  for  the  eight-month  periods   ended
     December 31, 1997 and 1998, respectively.
  
  <PAGE 27>
  
  
                           AMHERST SYSTEMS INC.
                                     
           Notes to Consolidated Condensed Financial Statements
                                     
                        December 31, 1997 and 1998
                                     
                                (Unaudited)
  
  
  
  (6)Stock Option Plan
  
     During the eight-month period ended December 31, 1998, 5,500  stock
     options   expired.    At  December  31,  1998,   no   options   are
     outstanding.
  
  
  (7)Discontinued Operation
  
     In  the  year  ended April 30, 1998, the Company  discontinued  the
     operation  of  its  commercial division, Retail  Systems.   In  the
     eight-month period ended December 31, 1998, the Company  eliminated
     the remaining assets of this division and received common stock  of
     a  third party buyer with a fair value of $200,000 in exchange  for
     certain  of  those assets.  The investment in common stock  of  the
     buyer,   which  is  included  in  other  current  assets   in   the
     accompanying  1998 balance sheet, is accounted for  as  a  security
     available  for  sale  and, accordingly, is  reported  at  its  fair
     value.   Unrealized  gains  on  this common  stock  investment  are
     reported  as a separate component of other comprehensive income  in
     the  accompanying  consolidated financial statements.   The  losses
     from  operating this division and, in 1998, the net effect  of  the
     disposition  have been segregated in the accompanying statement  of
     operations  and  comprehensive  income.   The  net  effect  of  the
     disposition was not significant.
  
  
  (8)Contingent Liability
  
     The  Company  is  a defendant in a lawsuit which is  in  the  early
     stages  of  discovery.   Management  does  not  believe  that   the
     resolution of this suit will have a material adverse effect on  the
     Company's financial statements.
     
     At  December 31, 1998, there are $2,597,913 of standby  letters  of
     credit  outstanding  and  $1,981,975 of  cash  restricted  for  use
     pursuant to one specific contract.
     
     
  (9)Long-Term Debt
  
     In  November 1998, the Company increased the borrowing base of  its
     revolving line of credit to $10,000,000.
     
  (10)    Subsequent Event
  
     On  March  26,  1998, the Company sold its business operations  and
     related   assets   and  liabilities  to  Comptek   Research,   Inc.
     (Comptek).   The sale price was $30 million paid in  a  combination
     of  cash  and notes.  Comptek also assumed the Company's  long-term
     debt which had a balance of $5.1 million on the transaction date.
  
  <PAGE 28>
  
  
  (b)  PRO FORMA FINANCIAL INFORMATION.
  
  
  The accompanying Unaudited Pro Forma Consolidated Financial
  Information gives effect to the following transactions as indicated
  below:
  
       -  The acquisition by the Company of PRB Associates, Inc. in
          May 1998.
  
       -  The acquisition by the Company of the business and
          substantially all of the related assets and liabilities
          of Amherst (the "Amherst Acquisition").
            
       -  The sale of the Debentures in the aggregate principal
          amount of $15 million (the "Offering").
            
  The Company completed its purchase of its wholly-owned subsidiary PRB
  Associates, Inc. (the "PRB Acquisition") in May 1998.  PRB is a leader
  in the development of military mission planning systems used to
  automate complex planning functions for routing, fuel, ordnance and
  tactics for advanced aircraft weapons systems.  PRB's annual net
  sales, prior to the acquisition by the Company, were approximately
  $30.0 million with the majority of such sales attributable to domestic
  activities.
  
  The unaudited pro forma consolidated balance sheet gives effect to the
  Amherst Acquisition and the Offering as if such events had occurred as
  of December 25, 1998.  No pro forma effect is given to the PRB
  Acquisition as the Company's historical consolidated balance sheet at
  December 25, 1998 already gives effect to such acquisition.
  
  The pro forma statement of operations for the year ended March 31,
  1998 gives effect to the PRB Acquisition, the Amherst Acquisition, and
  the Offering as if they had occurred on April 1, 1997.  For this
  purpose, the historical financial statements of Amherst for its fiscal
  year ended April 30, 1998 and of PRB for its year ended December 31,
  1997 have been used together with the Company's consolidated financial
  statements for the year ended March 31, 1998.
  
  The pro forma statement of operations for the nine-months ended
  December 25, 1998 gives effect to the Amherst Acquisition and the
  Offering as if they had occurred on April 1, 1997.  The Company's
  historical consolidated financial statements for this nine-month
  period already reflect the PRB Acquisition from May 1, 1998 and,
  accordingly, required the addition of PRB results for a one month
  period through pro forma adjustment.  The historical consolidated
  financial statements of Amherst for the eight months ended December
  31, 1998 have been used in this pro forma and, accordingly, required
  the addition of Amherst results for a one month period through pro
  forma adjustments.
  
  The Amherst Acquisition pro forma adjustments are based on a
  preliminary purchase price allocation using information currently
  available.  The pro forma results are not necessarily indicative of
  operating results had the acquisitions or the Offering actually
  occurred on April 1, 1997 or the results to be expected in the future.
  <PAGE 29>
  <TABLE>
  <CAPTION>
                                     
              Unaudited Pro Forma Consolidated Balance Sheet
                          As of December 25, 1998
                               (In thousands)
                                                                 
  <S>                    <C>            <C>           <C>           
                           Comptek       Amherst       Amherst   
                         Research,      Systems,     Acquisition 
                            Inc.          Inc.
                            and            and       Adjustments 
                        Subsidiaries   Subsidiary         
                        ------------   -----------  ------------
   Assets                                                         
   Cash                        $1,161       $2,067                  
   Receivables                 24,432       14,766         (300)  (A)
                                                         (1,762)  (B)
                                                                    
   Inventory                   2,470        3,208          (250)  (A)
   Refundable income                                                
     taxes                       932            -
   Other current assets          707          783          (548)  (B)
                        ------------   -----------   ------------
  Total current assets         29,702       20,824       (2,860)   
                                                                   
   Net fixed assets                                                 
                               3,856        3,121
                                                                   
   Intangible assets           14,620            -        27,733  (A)
   Other long term                                                  
     assets                    1,731          676            215  (A)
                        ------------   -----------   ------------
   Total assets               $49,909      $24,621        $25,088     
                        ============   ===========   ============
                                                                     
   Liabilities and                                                
    shareholders'
    equity
   Current installments        $3,527        $654                
    of long-term debt
                                                                  
   Accounts payable            3,084        3,594
                                                                      
   Accrued liabilities         7,517        3,246
                                                                  
   Deferred income             2,893            -
    taxes
                                                                  
   Customer advances               -        5,056               
                        ------------   -----------   ------------
   Total current                                                      
    liabilities               17,021       12,550              -
                                                                     
   Deferred income                                                    
    taxes                        352            -
                                                                 
   Due to Seller at                                               
    Closing                                               20,000  (D)
   Long term debt,                                                    
    excluding current
    Installments              18,383        6,410         10,000  (D)
                                                             663  (C)
                                                                  
   Other liabilities               -          436          (350)  (B)
                        ------------   -----------   ------------
                                                                      
   Total liabilities          35,756       19,396         30,313
                        ------------   -----------   ------------
                                                                     
   Shareholders'                                                  
    equity:
                                                                    
   Common stock                  110           10           (10)  (B)
                                                                    
   Additional paid-in         16,082          712          (712)  (B)
    capital
                                                                    
   Stock related awards         (243)           -
    and loans
   Retained earnings           1,433         4,505        (4,505) (B)
   Foreign currency                                                 
    translation                    -           (33)           33  (B)  
    adjustment                                                    
   Net unrealized loss                                                
    on securities
    available for sale              -           38           (38)  (B)
                                                                    
   Treasury stock             (3,229)           (7)            7   (B)
                         ------------   -----------   ------------
                                                                   
                                                                  
   Total shareholders'        14,153         5,225        (5,225)
    equity
                                                                 
   Total liabilities                                              
    and shareholders'
    equity                    $49,909      $24,621       $25,088 
                        ============   ===========   ============
                                     
          Unaudited Proforma Consolidated Balance Sheet
                     As of December 25, 1998
                     (In thousands) (cont'd)                          
  
                                          
                                                                   
  <S>                       <C>           <C>             <C>
                            Pro Forma                              
                            Including      Offering                
                             Amherst      Adjustments              
                           Acquisition        (E)       Pro Forma
                           -----------   ------------  ------------
   Assets                                                          
   Cash                         $3,228                       $3,228
   Receivables                                                     
                                37,136                       37,136
                                                                   
   Inventory                                                       
                                 5,428                        5,428
   Refundable income                                               
    Taxes                          932                          932
                                                                   
   Other current assets            942                          942
                           -----------   ------------  ------------
                                                                   
  Total current assets          47,666              -        47,666
                                                                   
   Net fixed assets              6,977                        6,977
                                                                   
   Intangible assets            42,353                       42,353
   Other long term                                                 
    assets                       2,622            838         3,460
                           -----------   ------------  ------------
   Total assets                $99,618           $838      $100,456
                           ===========   ============  ============
                                                                   
   Liabilities and Shareholders' Equity
  
   Current installments         $4,181                       $4,181
    of long-term debt
  
   Accounts payable      	       6,678                        6,678	                                                
  
   Accrued liabilities          10,763                       10,763                                   
  
   Deferred income                                                 
    taxes                        2,893                        2,893
  
   Customer advances             5,056                        5,056
                           -----------   ------------  ------------
   Total current                                                   
    liabilities                 29,571              -        29,571
                                                                   
   Deferred income                                                 
    taxes                          352                          352
                                                                   
   Due to Seller at                                                
    closing                     20,000       (20,000)             -
  
   Long term debt,                                                 
    excluding current
    installments                35,456         20,000        56,294
                                                                   
                                                  838
                                                                   
   Other liabilities                86                           86
                           -----------   ------------  ------------
                                                                   
  Total liabilities             85,465            838        86,303
                           -----------   ------------  ------------
                                                                   
   Shareholders' equity:
  
   Common stock			                 110	                 		      110                                                    
  
   Additional paid-in                                              
    capital                     16,082                       16,082
  
   Stock related awards                                            
    and loans                    (243)                        (243)
  
   Retained earnings             1,433                 			    1,433                              
  
   Foreign currency                                                
            translation              -                            -
             adjustment
  
   Net unrealized loss                                             
    on securities
    available
    for sale                         -                            -
                                                                   
   Treasury stock              (3,229)              -       (3,229)
                           -----------   ------------  ------------
                                                                   
   Total shareholders'                                             
    equity                      14,153              -        14,153
                                                                   
   Total liabilities                                               
    and shareholders'
    equity                     $99,618           $838      $100,456
                           ===========   ============  ============
                                     
  </TABLE>
  <PAGE 30>
  <TABLE>
  <CAPTION>
  
  
       Unaudited Pro Forma Consolidated Statement of Operations
              For the Nine Months Ended December 25, 1998
                            (In thousands)
  <S>                   <C>           <C>           <C>          <C>
                         Comptek       Amherst                   
                        Research,     Systems,       Amherst
                        Inc. and      Inc. and     Acquisition
                      Subsidiaries   Subsidiary    Adjustments
                      ----------------------------------------------
  
  Net sales                 $67,991       $29,151        $3,010  (H)
                                                          5,257  (I)
  Costs and expenses:                                              
    Cost of sales            51,569        22,488         1,561  (H)
                                                          4,200  (I)
                                                                   
    Selling, general                                              
     and administra-                                               
     tive                                                          
                              9,512         2,777         1,114  (A)
                                                          1,140  (H)
                                                            535  (I)
                                                          (251)  (F)
                                                          (163)  (J)
                                                                   
    Research and                                                   
     development              1,900         1,927           115  (H)
                                                            210  (I)
                       ------------  ------------  ------------    
       Operating                                                   
        profit                5,010         1,959         (194)    
  
  Net interest                                                     
   expense                  (1,099)         (350)         (413)  (D)
                                                          (179)  (H)
                                                           (55)  (I)
                                                           (88)  (C)
                                                             36  (K)
                       ------------  ------------  ------------    
       Income before                                               
        income taxes          3,911         1,609         (893)
  
  Income taxes              (1,564)         (354)           357  (G)
                       ------------  ------------  ------------    
       Income from                                                 
        continuing                                             
        operations           $2,347        $1,255        ($536)
                       ============  ============  ============    
                                                                   
  Basic earnings per                                               
  share                       $0.47
                                                                   
  Diluted earnings                                                 
  per share                   $0.45
                                                                   
  Weighted average                                                 
  shares outstanding-              
  basic                       5,027
                                                                   
  Weighted average                                                 
  shares outstanding-              
  diluted                     5,203
  
       Unaudited Pro Forma Consolidated Statement of Operations
              For the Nine Months Ended December 25, 1998
                        (In thousands) (cont'd)
  <S>                 <C>           <C>           <C>            
                        Pro Forma                                
                        Including     Offering          
                         Amherst     Adjustments        
                       Acquisition       (E)        Pro Forma
                       ----------------------------------------
  
  Net sales                $105,409                    $105,409    
                                                                   
  Costs and expenses:                                              
    Cost of sales            79,818                      79,818    
                                                                   
                                                                   
    Selling, general                                              
     and administra-                                           
     tive                    14,664           126        14,790
                                                                   
                                                                   
                                                                   
                                                                   
                                                                   
    Research and                                                   
     development              4,152                       4,152
                        -----------  ------------  ------------    
                                                                   
       Operating                                                   
        profit                6,775         (126)         6,649
  
  Net interest                                                     
   expense                  (2,148)       (1,251)       (3,399)
                                                                   
                                                                   
                                                                   
                                                                   
                       ------------  ------------  ------------    
       Income before                                               
        income taxes          4,627       (1,377)         3,250
  
  Income taxes              (1,561)           551       (1,010)    
                       ------------  ------------  ------------    
       Income from                                                 
        continuing                                             
        operations           $3,066        ($826)        $2,240
                       ============  ============  ============    
                                                                   
  Basic earnings per                                               
  share                                                   $0.45
                                                                   
  Diluted earnings                                                 
  per share                                               $0.43  (N)
                                                                   
  Weighted average                                                 
  shares outstanding-                                          
  basic                                                   5,027
                                                                   
  Weighted average                                                 
  shares outstanding-                                              
  diluted                                                 5,203  (N)
  
  </TABLE>
  <PAGE 31>
  <TABLE>
  <CAPTION>
  
          Unaudited Pro Forma Consolidated Statement of Operations
                     For the Year Ended March 31, 1998
                               (In thousands)
  <S>                <C>        <C>         <C>        <C>       <C>
                      Comptek       PRB        PRB     Pro Forma  Amherst
                     Research,  Associates, Acquisi-    Before   Systems,
                     Inc. and    Inc. and     tion      Amherst  Inc. and
                     Subsidi-   Subsidiary   Adjust-   Acquisi-   Subsi-
                       aries                ments (L)    tion      diary
                     ---------  ----------- ---------  --------- --------
  Net sales            $72,008      $29,474    ($182)   $101,300   $31,644
  
   Costs and                                                              
    expenses:
  
    Cost of                                                               
     sales              57,849       23,783     (326)     81,306    24,436
  
    Selling,                                                              
     general and                                                          
     administra-                                                          
     tive                8,644        2,573       576     11,793     3,484
  
    Research and                                                          
     development           772        1,052         3      1,827     2,152
  
    Other income           100           44         -        144         -
                     ---------  ----------- ---------  ---------  --------
       Operating                                                          
        profit           4,843        2,110     (435)      6,518     1,572
  
  Net interest                                                            
  expense                (421)        (390)     (840)    (1,651)     (273)
                                                                          
                                                                          
                                                                          
  Minority                                                                
   interest in loss                                                       
   of subsidiary             -           36      (49)       (13)         -
                     ---------   ---------- ---------  ---------  --------
       Income from                                                        
        continuing                                                        
        operations                                                        
        before                                                            
        income                                                            
        taxes (M)        4,422        1,756   (1,324)      4,854    1,299
  
  Income taxes         (1,727)        (718)       443    (2,002)     (190)
                     ---------  ----------- ---------  ---------  --------
    Net income from                                                       
     continuing                                                           
     operations         $2,695       $1,038    ($881)     $2,852    $1,109
                     =========  =========== =========  =========  ========
  Basic earnings                                                          
  per share              $0.52                             $0.55
                                                                          
  Diluted earnings                                                        
  per share              $0.51                             $0.54
                                                                          
  Weighted Average                                                        
  Shares                                                        
  Outstanding -                                                 
  basic                  5,184                             5,184
                                                                          
  Weighted Average                                                        
  Shares                                                        
  Outstanding -                                                 
  diluted                5,316                             5,316
  
     Unaudited Pro Forma Consolidated Statement of Operations
                 For the Year Ended March 31, 1998
                      (In thousands) (cont'd)
  <S>                <C>       <C>            <C>       <C>
                     Amherst                                
                     Acquisi-    Pro Forma                  
                       tion      Including    Offering      
                     Adjust-      Amherst     Adjust-       
                      ments     Acquisition    ments    Pro Forma
                                                (E)
                     --------  -----------    --------  ---------
  Net sales                         $132,944             $132,944
  
   Costs and                                                     
    expenses:
  
    Cost of                                                      
     sales                           105,742              105,742
  
    Selling,                                                     
     general and                                                 
     administra-                                                 
     tive               1,570  (A)    16,721       168     16,889
                         (126) (F)
  
    Research and                                                 
     development                       3,979                3,979
  
    Other income                         144                  144
                     --------    -----------  --------  ---------
       Operating                                                 
        profit        (1,444)          6,646     (168)      6,478
  
  Net interest                                                   
  expense               (550)  (D)   (2,636)   (1,684)    (4,320)
                        (124)  (C)                               
                         (38)  (K)                               
                                                                 
  Minority                                                       
   interest in loss                                              
   of subsidiary                        (13)                 (13)
                     --------     ----------  --------  ---------
       Income from                                               
        continuing                                               
        operations                                               
        before                                                   
        income                                                   
        taxes (M)     (2,156)          3,997   (1,852)      2,145
  
  Income taxes            862  (G)   (1,330)       741      (589)
                     --------    -----------  --------  ---------
    Net income from                                              
     continuing                                                  
     operations      ($1,294)         $2,667  ($1,111)     $1,556
                     ========  =============  ========  =========
  Basic earnings                                                 
  per share                                                 $0.30
                                                                 
  Diluted earnings                                                    
  per share                                                 $0.29  (N)
                                                                 
  Weighted Average                                                    
  Shares                                                         
  Outstanding -                                                  
  basic                                                     5,184
                                                                 
  Weighted Average                                                    
  Shares                                                              
  Outstanding -                                                       
  diluted                                                   5,316  (N)
  </TABLE>
  <PAGE 32>
  
                       Notes To Unaudited Pro Forma
                    Consolidated Financial Information
  
  A.   The Amherst Acquisition is being accounted for as a purchase,
    accordingly, the purchase price of $30.0 million plus transactions
    costs will be allocated to assets acquired and liabilities assumed
    based on their estimated fair values.  These adjustments reflect the
    Company's estimate of fair value based on the preliminary information
    available.  The excess of the purchase price over the fair value of net
    tangible assets acquired has been allocated to identifiable intangible
    net assets (e.g. non-compete agreements and technology), and goodwill.
    These intangible assets will be amortized over the period of estimated
    benefit ranging from two to twenty-five years.  The amount of goodwill
    resulting from this preliminary allocation is approximately $27.0
    million.
  
  B.   The Company acquired certain assets and assumed certain
    liabilities of Amherst.  This adjustment removes the assets of the
    operations that were not acquired and the shareholders' equity of
    Amherst, which remained with Amherst.
  
  C.   Adjustment represents a current estimate of the Company's
    transaction costs, including the costs associated with the modification
    of the Company's revolving credit and term loan facility. The pro forma
    assumes that the transaction costs have been and will be funded by
    borrowings from the revolving credit facility and that interest expense
    will increase accordingly.
  
  D.   Reflects the $30.0 million purchase price payable as follows: (i)
    $20.0 million due at closing to Amherst, of which $5.0 million was
    financed through the Company's modified revolving credit facility and
    $15.0 million financed through the Offering (ii) a two year, $6.5
    million note payable to Amherst bearing interest at 5.5% and (iii) a
    two year $3.5 million note payable to Amherst bearing interest at 5.5%.
    The statements of operations effect of these adjustments consists of
    the incremental interest expense on these notes. The terms of the
    Amherst Acquisition required the Company to pay $20.0 million in cash
    at closing to Amherst.  For purposes of this pro forma presentation the
    amount payable at closing has been presented as a liability in the
    Amherst Acquisition adjustments as a means to isolate the impacts of
    the Amherst Acquisition from those of the Offering.
  
  E.   The Offering Adjustments reflect the sale of Debentures in the
    amount of $15.0 million and the borrowing of $5.0 million under the
    Company's revolving credit and term loan facility.  The associated
    estimate of debt issuance costs, of approximately $838,000, have been
    or will be financed with the revolving credit and term loan facility.
    The Offering debt issuance costs will be amortized using the straight-
    line method over the term of the Debentures.  The Offering adjustments
    to the pro forma statements of operations are as follows: (i)
    amortization of the debt issuance costs; (ii) interest expense, on the
    Debentures, at an assumed rate of 8.50%; (iii) interest expense
    resulting from borrowings on revolving credit facility to fund the
    Amherst Acquisition and Offering debt issuance costs; and (iv) the
    income tax effect of these adjustments at the Company's estimated
    effective tax rate.
  
  F.   Reflects an adjustment for historical expenses associated with a
  legal action between Amherst and PRB that will be terminated as a
  result as a result of the Amherst Acquisition.
  
  G.   Represents the income tax effect of pro forma adjustments at the
  Company's estimated effective tax rate.
  
  H.   Represents an adjustment for one month's results of PRB, in order
  to reflect nine months of operating results.
  
  I.   Represents an adjustment for one month's results of Amherst in
  order to reflect nine months of operating results.
  
  J.   Represents an adjustment, to Amherst, for acquisition related
  expenses.
  
  K.   Reflects a reduction in interest expense resulting from the
  assumed use of the Company's lower rate revolving credit facility to
  finance operations.
  
  L.   Reflects the purchase adjustments, for the PRB Acquisition,
  consisting primarily of amortization of goodwill, additional interest
  expense resulting from the financing of the $20.0 million purchase
  price, and the removal of a consolidated subsidiary of which the
  Company did not acquire a majority interest.
  
  M.   The financial results of Amherst exclude a loss from discontinued
  operations, net of income tax benefit, of approximately $213,000 and
  $70,000 in the year and nine month periods, respectively.
  
  N.   Excludes the effect of an assumed conversion of the Debentures.
  At an assumed interest rate of 8.50%, and a conversion price of $9.50,
  such assumed conversion would be anti-dilutive.  Additionally, at a
  conversion price of $8.50, such assumed conversion would be anti-
  dilutive.
  
  <PAGE 33>
  
  (c)       Exhibits.
  
            The following exhibits are filed as part of this report:
            
       Exhibit 2.  Asset Purchase Agreement, dated as of December 23, 1998
       by and among Comptek Research, Inc., Amherst Systems, Inc. and ASI
       Acquisition Corp., as amended by the amendment dated as of February
       23, 1999, included in this filing.
       
       Exhibit 23.  Consent of Independent Auditors.
            
       Exhibit 99.  News Release dated March 29, 1999, issued by the
       Company announcing completion of the acquisition of the business
       operations and related assets and liabilities of Amherst Systems,
       Inc.
  
  
                              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:   April 9, 1999                  By: /s/John J. Sciuto
        ------------------------            --------------------
                                        
                                            John J. Sciuto
                                            Chairman, President and
                                            CEO
  
  <PAGE 34>
  
  EXHIBIT 2
  
                                     
                         Asset Purchase Agreement
  
       THIS AGREEMENT, made as of December 23, 1998, by and among COMPTEK
  RESEARCH, INC., a New York corporation having an office and principal
  place of business at 2732 Transit Road, Buffalo, New York 14224
  (hereinafter referred to as "CRI"), AMHERST SYSTEMS, INC., a Delaware
  corporation having an office and principal place of business at 30
  Wilson Road, Williamsville, New York 14221 (hereinafter referred to as
  "Amherst") and ASI Acquisition Corp., a Delaware corporation having its
  principal place of business at 3539 South Eastern Avenue, Las Vegas,
  Nevada 89109 (hereinafter referred to as "ASI").
  
                           W I T N E S S E T H :
  
       WHEREAS, CRI desires to purchase from Amherst, and ASI desires to
  cause Amherst to sell to CRI, substantially all of the assets,
  properties, rights and business of Amherst upon the terms and
  conditions and for the purchase price hereinafter set forth;
  
       WHEREAS, each of the Parties to this Agreement (collectively
  sometimes hereinafter referred to as "the Parties") desires to make
  certain representations, warranties and agreements in connection with
  the acquisition by CRI of Amherst's assets, and also to prescribe
  conditions thereto.
  
       NOW, THEREFORE, for and in consideration of the mutual covenants
  and agreements hereinafter set forth, the Parties hereto agree as
  follows:
  
  
                                 ARTICLE I
                            CERTAIN DEFINITIONS
  
  For purposes of this Agreement, the following terms have the meanings
  specified or referred to in this Article 1:
  
  "Accounts Receivable"-- shall mean accounts receivable billed and
  eligible to be billed to customers and other trade debtors of Amherst,
  notes receivable and all other amounts owing to Amherst.
  
  "Acquired Assets"-- shall mean all the assets, properties, rights and
  business of Amherst (including, without limitation, the stock of its
  subsidiary, Telemus Inc.) of every kind and description, wherever
  located, including, without limitation, all property, tangible or
  intangible, real, personal or mixed, cash, notes and Accounts
  Receivable and other rights to receive payment owned by Amherst,
  claims, causes of action and rights of recovery or set-off, reserves,
  prepayments, deferred and other charges, inventories (including,
  without limitation, raw materials, finished goods, work-in-process and
  goods in transit), supplies, machinery, fixtures, equipment, tools,
  dies, jigs and molds, inventions, samples, models, securities, claims
  and rights under Contracts of Amherst (including noncompetition rights
  pursuant to covenants of current and former shareholders, officers, and
  employees of Amherst), all rights to use trade names, trademarks,
  service marks and applications therefor, if any, and slogans used by
  Amherst in connection with its business or products, the goodwill of
  the business conducted by Amherst, all computer software owned or used
  by Amherst, and all patents and copyrights and applications therefor,
  if any, all trade secrets, know how, concepts, applications,
  procedures, marketing and technical data, and the Acquired Books and
  Records; provided, that the foregoing shall not include:
  
            (i)  The corporate charter, qualifications to conduct
       business as a foreign corporation, arrangements with registered
       agents relating to foreign qualifications, taxpayer and other
       identification numbers, seals, minute books, stock transfer books,
       blank stock certificates, original Tax Returns and other documents
       relating to the organization, maintenance, and existence of
       Amherst as a corporation;
            
            (ii)  Any assets or rights which are not assignable pursuant
       to the terms of the document or instrument creating same or which
       are only assignable with the consent of a third party who refuses
       to grant such consent, which shall be transferred as and when such
       consent is obtained and otherwise as provided in Section 2.2 of
       this Agreement;
            
            (iii)  Approximately $2,000,000 in value of:  (a) trade
       accounts receivable, at book value, (b) assets of Amherst relating
       to Amherst's discontinued commercial operations, at book value and
       (c) shares of common stock of Applied Cellular Technology
       Incorporated and the related stock registration rights ("ACT
       Stock"), at market value  (which specific excluded assets are
       identified on Schedule 1 attached hereto).  The market value of
       the ACT Stock was determined by reference to the closing bid price
       of the ACT Stock on the NASDAQ stock market on December 3, 1998.
       The specific excluded assets identified on Schedule 1 shall be
       adjusted at Closing to account for (a) any change in the market
       value of ACT Stock and (b) any liquidation of any ACT Stock, any
       assets referred to in clause (b) of the first sentence of this
       definition or any identified trade accounts receivable prior to
       Closing.  It is the intention of the Parties that the aggregate
       value of such identified assets at Closing be $2,000,000.
       Therefore, the market value of the ACT Stock will be revalued
       immediately prior to Closing based on its closing bid price the
       day before Closing.  To account for such market fluctuation in the
       value of ACT Stock and to account for any liquidation of ACT
       Stock, any assets referred to in clause (b) of the first sentence
       of this definition or any trade accounts receivable liquidated
       prior to Closing, appropriate adjustments to Schedule 1 shall be
       made immediately prior to Closing by addition to or deletions from
       the schedule of retained trade accounts receivable;
            
            (iv)  The capital stock of Amherst's foreign investment
       subsidiary, Amherst Systems International, Inc., a Barbados
       corporation;
            
            (v)  The rights of Amherst under this Agreement; and
            
            (vi)  Any property or assets contributed by ASI to Amherst in
       connection with the Permitted Merger or otherwise.
            
            Assets covered by (i) to (vi), inclusive, being the "Excluded
       Assets".
  
  Without limiting the foregoing, the "Acquired Assets" shall include:
  (i) all assets (including, without limitation, the stock of its
  subsidiary, Telemus Inc.), property, rights and business of Amherst
  shown or reflected on the Balance Sheet, (ii) all assets, property,
  rights and business acquired by Amherst on or after the Balance Sheet
  Date and prior to the Closing Date and (iii) all assets, properties,
  rights and business of Amherst set forth on any Schedule or Exhibit to
  this Agreement, except in each case for the Excluded Assets.  To the
  extent that any assets, property, rights or business of Amherst are
  intended to be transferred to CRI pursuant to the general language of
  this Agreement but do not appear on the applicable Schedules or
  Exhibits to this Agreement, the general language shall govern and such
  assets, property, rights and business shall nonetheless be deemed
  transferred to CRI.
  
  "Acquired Books and Records"-- shall mean all books, records and
  documents pertaining to the assets, properties, business, operations,
  accounts, financial condition or customers of Amherst, regardless of
  whether such books and records are maintained for tax or financial
  reporting purposes (including, without limitation, files, customer and
  vendor lists, marketing literature, blueprints, plans, specifications
  and drawings).
  
  "Adjustment Amount"-- shall mean any amount by which the (i) Closing
  Book Value of Amherst as of the Closing Date is less than two million
  and 00/100 dollars ($2,000,000), plus (ii) 50% of the amount, if any,
  by which Amherst's long-term debt (including the current portion of
  long-term debt) is in excess of eight million and 00/100 dollars
  ($8,000,000) as of the Closing Date.
  
  "Amherst Agreements" means the agreements, dated as of December 23,
  1998 by which ASI acquired Amherst.
  
  "Amherst Closing Documents" as defined in Section 3.2(a).
  
  "Amherst Disclosure Letter"--shall mean a disclosure letter provided by
  Amherst to CRI, identified as being provided pursuant to this Agreement
  and including any updates thereof delivered to CRI prior to the Closing
  Date.  All representations and warranties of Amherst or ASI  are
  qualified by disclosures made in the Amherst Disclosure Letter.
  
  "Amherst Indemnified Person" as defined in Section 10.3.
  
  "Applicable Contract"--shall mean any Contract (a) under which Amherst
  has or may acquire any rights, (b) under which Amherst has or may
  become subject to any obligation or liability, or (c) by which Amherst
  or any of the assets owned by it is or may become bound.
  
  "Balance Sheet"--as defined in Section 3.5.
  
  "Beyond the Reasonable Control of a Party"-- shall mean causes which
  are unforeseeable, not due to a Party's (individually or collectively)
  own negligence, and which cannot be overcome by the exercise of due
  diligence, such as labor strikes, riots, fires, earthquakes, floods,
  severely inclement weather, epidemics, war, acts of God, and such other
  similar types of occurrences even if not expressly listed herein.
  
  "Book Value"--shall mean Amherst's total consolidated shareholders'
  equity determined in accordance with GAAP.
  
  "Breach"--shall mean a "Breach" of a representation, warranty,
  covenant, obligation, or other provision of this Agreement or any
  instrument delivered pursuant to this Agreement; such a "Breach" will
  be deemed to have occurred if there is or has been (a) any material
  inaccuracy in or breach of, or any material failure to perform or
  comply with, such representation, warranty, covenant, obligation, or
  other provision, or (b) any other occurrence or circumstance that is or
  was inconsistent with such representation, warranty, covenant,
  obligation, or other provision which is material and adverse and which
  is not beyond the Reasonable Control of a Party, and the term "Breach"
  means any such inaccuracy, breach, failure, claim, occurrence, or
  circumstance.
  
  "Certified Financial Statements"--shall mean the Financial Statements
  of Amherst certified by Amherst's chief executive officer and Amherst's
  chief financial officer (or individuals of similar capacity) as having
  been prepared in accordance with United States generally accepted
  accounting principles applied on a consistent basis and fairly
  presenting the financial position of Amherst as of the date thereof and
  the results of its operations and changes in financial position for the
  periods then ended.
  
  "Certifying Representative"-as defined in Section 2.7(a).
  
  "Closing"--as defined in Section 2.4.
  
  "Closing Book Value of Amherst" shall mean the Book Value of Amherst,
  as of the Closing Date, adjusted downward by the value of the Excluded
  Assets referred to, and determined as provided, in sub-clause (iii) of
  the definition of Acquired Assets.
  
  "Closing Date"--shall mean the date and time as of which the Closing
  actually takes place or such other date and time as is stipulated by
  the Parties.
  
  "Closing Financial Statements"--as defined in Section 2.7(a).
  
  "Commercially Reasonable Efforts"--shall mean the efforts that a
  prudent Person desirous of achieving a result would use in similar
  circumstances to ensure that such result is achieved as expeditiously
  as possible; provided, however, that an obligation to use Commercially
  Reasonable Efforts under this Agreement does not require the Person
  subject to that obligation to take actions that would result in a
  materially adverse change in the benefits to such Person of this
  Agreement and the Contemplated Transactions.
  
  "Consent"--shall mean any approval, consent, ratification, waiver, or
  other authorization (including any Governmental Authorization).
  
  "Contemplated Transactions"--shall mean all of the transactions
  contemplated by this Agreement, including:
  
       (a)  the sale of the Acquired Assets to CRI;
       
       (b)  the execution, delivery, and performance of the Promissory
            Notes (including the Escrow Notes) and the Noncompetition
            Agreements;
       
       (c)  the performance by CRI, Amherst, and ASI of their respective
            covenants and obligations under this Agreement; and
       
       (d)  CRI's acquisition and ownership of the Acquired Assets.
  
  "Cost to Complete Certificate" as defined in Section 2.7(a).
  
  "Contract"--shall mean any agreement, contract, obligation, promise, or
  undertaking (whether written or oral and whether express or implied)
  that is legally binding.
  
  "CRI's Closing Documents" as defined in Section 4.2.
  
  "CRI Indemnified Person" as defined in Section 10.2.
  
  "Damages"--as defined in Section 10.2.
  
  "DCAA"--shall mean the United States of America Defense Contract Audit
  Agency.
  
  "Encumbrance"--shall mean any charge, claim, community property
  interest, condition, equitable interest, lien, option, pledge, security
  interest, right of first refusal, or restriction of any kind, including
  any restriction on use, voting, transfer, receipt of income, or
  exercise of any other attribute of ownership.
  
  "Environment"--shall mean navigable waters, ocean waters, or any other
  surface water, ground water, drinking water supply, land surface or
  subsurface strata or ambient air.
  "Environmental, Health, and Safety Liabilities"--shall mean any cost,
  damages, expense, liability, obligation, or other responsibility
  arising from or under Environmental Law or Occupational Safety and
  Health Law and consisting of or relating to:
  
       (a)  any Environmental, Health, and Safety Matter;
       
       (b)  fines, penalties, judgments, awards, settlements, legal or
            administrative proceedings, damages, losses, claims, demands
            and response, investigative, remedial, or inspection costs
            and expenses arising under Environmental Law or Occupational
            Safety and Health Law;
       
       (c)  financial responsibility under Environmental Law or
            Occupational Safety and Health Law for cleanup costs or
            corrective action, including any investigation, cleanup,
            removal, containment, or other remediation or response
            actions ("Cleanup") required by applicable Environmental Law
            or Occupational Safety and Health Law (whether or not such
            Cleanup has been required or requested by any Governmental
            Body or any other Person) and for any natural resource
            damages; or
       
       (d)  any other compliance, corrective, investigative, or remedial
            measures required under Environmental Law or Occupational
            Safety and Health Law.
  
  The terms "removal," "remedial," and "response action," include the
  types of activities covered by the United States Comprehensive
  Environmental Response, Compensation, and Liability Act, 42 U.S.C.
  Section 9601 et seq., as amended ("CERCLA").
  
  "Environmental, Health and Safety Matter"--shall mean any matter
  arising out of, resulting from or relating to any activity or conduct
  regulated, prescribed or controlled by an Environmental Law or
  Occupational Safety and Health Law.
  
  "Environmental Law"--shall mean each of the following statutes and all
  regulations promulgated thereunder, as well as any and all comparable
  state or local statutes and regulations, in the form in which all
  statutes and regulations exist on the closing date:  United States
  Comprehensive Environmental Response, Compensation and Liability Act,
  42 U.S.C. Section 9601, et. seq.; the Federal Water Pollution Control
  Act, 33 U.S.C. Section 1251, et seq.; the Clean Air Act, 42 U.S.C.
  Section 7401 et seq.; the Resource Conservation and Recovery Act, 42
  U.S.C. Section 6901 et seq.; the Safe Drinking Water Act, 42 U.S.C.
  Section 3300F et seq.; and the Toxic Substances Control Act, 15 U.S.C.
  Section 2601, et seq.
  
  "ERISA"--shall mean the Employee Retirement Income Security Act of 1974
  or any successor law, and regulations and rules issued pursuant to that
  Act or any successor law.
  
  "Escrow Notes" as defined in Section 2.3(a)(iii).
  
  "Excluded Liabilities" as defined in Section 2.8.
  
  "Excluded Matters" as defined in Section 10.2.
  
  "Facilities"--shall mean any real property, leaseholds, or other
  interests currently or formerly owned or operated by Amherst and any
  buildings, plants or structures currently or formerly owned or operated
  by Amherst.
  
  "Fixed Assets"--shall mean all tools, dies, equipment, machinery, motor
  vehicles and fixtures owned or used by Amherst, including, without
  limitation, all buildings, land, and equipment leased by Amherst.
  
  "GAAP"--shall mean generally accepted United States accounting
  principles, applied on a basis consistent with the basis on which the
  Balance Sheet and the other financial statements referred to in Section
  3.5 were prepared.
  
  "Governmental Authorization"--shall mean any approval, consent,
  license, novation, permit, waiver, or other authorization issued,
  granted, given, or otherwise made available by or under the authority
  of any Governmental Body or pursuant to any Legal Requirement.
  
  "Government Bid" means any offer to sell made by Amherst prior to the
  Closing Date which, if accepted, would result or may result in a
  "Government Contract".
  
  "Governmental Body"--shall mean any:
  
       (a)  nation, state, county, city, town, village, district, or
            other jurisdiction of any nature;
       
       (b)  federal, state, local, municipal, foreign, or other
            government;
       
       (c)  governmental or quasi-governmental authority of any nature
            (including any governmental agency, branch, department,
            official, or entity and any court or other tribunal);
       
       (d)  multi-national organization or body; or
       
       (e)  body exercising, or entitled to exercise, any administrative,
            executive, judicial, legislative, police, regulatory, or
            taxing authority or power of any nature.
  
  "Government Contract" means any prime contract, subcontract, teaming
  agreement or arrangement, joint venture, basic ordering agreement,
  pricing agreement, letter contract, purchase order, delivery order,
  change order, Government Bid or other arrangement of any kind between
  Amherst and (i) the U.S. Government, (ii) any prime contractor of the
  U.S. Government in its capacity as a prime contractor or (iii) any
  subcontractor with respect to any contract of a type described in
  clauses (i) or (ii) above.
  
  "Government Disclosure" means any certification, representation,
  warranty or statement by Amherst to the U.S. Government in that
  capacity, or any agent or instrumentality thereof, which in any way
  relates to the operation of the business of Amherst carried on prior to
  the Closing Date.
  
  "HSR Act"--shall mean the Hart-Scott-Rodino Antitrust Improvements Act
  of 1976, or any successor law, and the regulations and rules issued
  pursuant to that Act or any successor law.
  
  "Hazardous Activity"--shall mean the distribution, generation,
  handling, importing, management, manufacturing, processing, production,
  refinement, release, storage, transfer, transportation, treatment, or
  use (including any withdrawal or other use of groundwater) of Hazardous
  Materials in, on, under, about, or from the Facilities or any part
  thereof into the Environment.
  
  "Hazardous Materials"--shall mean any waste or other substance that is
  listed, defined, designated, or classified as, or otherwise determined
  to be, hazardous, radioactive, or toxic or a pollutant or a contaminant
  under or pursuant to any Environmental Law, including any admixture or
  solution thereof, and specifically including petroleum and all
  derivatives thereof or synthetic substitutes therefor and asbestos or
  asbestos-containing materials.
  
  "Initial Adjustment Amount" as defined in Section 2.6.
  
  "Intellectual Property Assets" --as defined in Section 3.24.
  
  "Interim Balance Sheet"--as defined in Section 3.5.
  
  "IRC" or "Code"--shall mean the Internal Revenue Code of 1986 or any
  successor law, and regulations issued by the IRS pursuant to the
  Internal Revenue Code or any successor law.
  
  "IRS"--shall mean the United States Internal Revenue Service or any
  successor agency, and, to the extent relevant, the United States
  Department of the Treasury.
  
  "Knowledge"--shall mean an individual will be deemed to have
  "Knowledge" of a particular fact or other matter if such individual is
  actually aware of such fact or other matter or reasonably should have
  been aware of such fact or other matter based on such individual's
  office or position.  A Person (other than an individual) will be deemed
  to have "Knowledge" of a particular fact or other matter if any
  individual who is serving or served as a director, officer, partner,
  executor, or trustee of such Person (or in any similar capacity) has,
  Knowledge of such fact or other matter.
  
  "Leased Premises"--shall have the meaning specified in Section 3.8(b)
  herein
  
  "Legal Requirement"--shall mean any federal, state, local, municipal,
  foreign, international, multinational, or other administrative order,
  constitution, law, ordinance, principle of common law, regulation,
  statute, or treaty.
  
  "Liability" or "Liabilities" means any direct or indirect indebtedness,
  liability, claim, loss, damage, deficiency, obligation or
  responsibility, fixed or unfixed, choate or inchoate, liquidated or
  unliquidated, known or unknown, secured or unsecured, accrued,
  absolute, contingent or otherwise.
  
  "Liability Basket"--shall mean an aggregate $125,000 deductible to be
  utilized to off-set claims by CRI under this Agreement for other than
  Excluded Matters.
  
  "Liability Cushion"--shall mean the excess, if any, of the Closing Book
  Value of Amherst, as evidenced by the Post-Closing Financial
  Statements, over two million and 00/100 dollars ($2,000,000).  To the
  extent the liability reserve for the DCAA rent matter on the Post-
  Closing Financial Statements exceeds the actual liability incurred (if
  such matter is finally resolved) within the eighteen months after the
  Closing Date, the Liability Cushion shall be increased by the amount of
  such difference.
  
  "Noncompetition Agreements"--as defined in Section 2.5(a)(iii).
  
  "Occupational Safety and Health Law"--shall mean any Legal Requirement
  designed to provide safe and healthful working conditions and to reduce
  occupational safety and health hazards, and any program, whether
  governmental or private (including those promulgated or sponsored by
  industry associations and insurance companies), designed to provide
  safe and healthful working conditions.
  
  "Order"--shall mean any award, decision, injunction, judgment, order,
  ruling, subpoena, or verdict entered, issued, made, or rendered in a
  proceeding with respect to which Amherst was a named party by any
  court, administrative agency, or other Governmental Body or by any
  arbitrator.
  
  "Ordinary Course of Business"--an action taken by a Person will be
  deemed to have been taken in the "Ordinary Course of Business" only if:
  
       (a)  such action is consistent with the past practices of such
            Person and is taken in the ordinary course of the normal day-
            to-day operations of such Person;
       
       (b)  such action is not required to be authorized by the board of
            directors of such Person (or by any Person or group of
            Persons exercising similar authority); and
       
       (c)  such action is similar in nature and magnitude to actions
            customarily taken, without any authorization by the board of
            directors (or by any Person or group of Persons exercising
            similar authority), in the ordinary course of the normal day-
            to-day operations of other Persons that are in the same line
            of business as such Person.
  
  "Organizational Documents"--shall mean (a) the articles or certificate
  of incorporation and the bylaws of a corporation; (b) the partnership
  agreement and any statement of partnership of a general partnership;
  (c) the limited partnership agreement and the certificate of limited
  partnership of a limited partnership; (d) any charter or similar
  document adopted or filed in connection with the creation, formation,
  or organization of a Person; and (e) any amendment to any of the
  foregoing.
  
  "Payroll Taxes"--shall mean all payroll, employment, social security,
  workers' compensation, unemployment and other similar Taxes relating to
  (i) each employee of Amherst and its Subsidiaries as of the Closing
  Date that accepts employment with CRI and (ii) each employee of Amherst
  and its Subsidiaries as of the Closing Date that declines employment
  with CRI, but, with respect to this clause (ii), only such Taxes that
  shall have been accrued or shall have arisen through the date that any
  such employee shall have declined employment with CRI.
  
  "Permitted Encumbrances" shall mean liens (i) set forth in the Amherst
  Disclosure Letter and (ii) liens on the Acquired Assets associated with
  any financing of the transactions contemplated by the Amherst
  Agreements; provided, however, that the liens identified in sub-clause
  (ii) shall be removed upon consummation of the Contemplated
  Transactions.
  
  "Permitted Merger"--shall mean the merger of ASI with and into Amherst,
  with Amherst as the surviving corporation.
  
  "Person"--shall mean any individual, corporation (including any non-
  profit corporation), general or limited partnership, limited liability
  company, joint venture, estate, trust, association, organization, labor
  union, or other entity or Governmental Body.
  
  "Plan"--as defined in Section 3.15.
  "Post-Closing Financial Statements"--as defined in Section 2.7(a).
  
  "Proceeding"--shall mean any action, arbitration, audit, hearing,
  investigation, litigation, or suit (whether civil, criminal,
  administrative, investigative, or informal) relating to Amherst
  commenced, brought, conducted, or heard by or before, or otherwise
  involving, any Governmental Body or arbitrator.
  
  "Promissory Notes"--the unsecured and subordinated notes of CRI to be
  issued to Amherst.
  
  "Purchase Price"--as defined in Section 2.3.
  
  "Reasonable Best Estimate"--shall mean an estimate as to which there is
  a reasonable basis and in no event shall it be construed as a guarantee
  or other assurance of a future result.
  
  "Related Person"--with respect to a particular individual, shall mean:
  
       (a)  each other member of such individual's Family;
       
       (b)  any Person that is directly or indirectly controlled by such
            individual or one or more members of such individual's
            Family;
       
       (c)  any Person in which such individual or members of such
            individual's Family hold (individually or in the aggregate) a
            Material Interest; and
       
       (d)  any Person with respect to which such individual or one or
            more members of such individual's Family serves as a
            director, officer, partner, executor, or trustee (or in a
            similar capacity).
  
  With respect to a specified Person other than an individual, shall
  mean:
  
       (a)  any Person that directly or indirectly controls, is directly
            or indirectly controlled by, or is directly or indirectly
            under common control with such specified Person;
       (b)  any Person that holds a Material Interest in such specified
            Person;
       (c)  each Person that serves as a director, officer, partner,
            executor, or trustee of such specified Person (or in a
            similar capacity);
       (d)  any Person in which such specified Person holds a Material
            Interest;
       (e)  any Person with respect to which such specified Person serves
            as a general partner or a trustee (or in a similar capacity);
            and
       (f)  any Related Person of any individual described in clause (b)
            or (c).
  
  For purposes of this definition, (a) the "Family" of an individual
  includes (i) the individual, (ii) the individual's spouse and former
  spouses, (iii) any other natural person who is related to the
  individual or the individual's spouse within the second degree, and
  (iv) any other natural person who resides with such individual, and (b)
  "Material Interest" means direct or indirect beneficial  ownership (as
  defined in Rule 13d-3 under the Securities Exchange Act of 1934) of
  voting securities or other voting interests representing at least 5% of
  the outstanding voting power of a Person or equity securities or other
  equity interests representing at least 5% of the outstanding equity
  securities or equity interests in a Person.
  
  "Release"--shall mean any spilling, leaking, emitting, discharging,
  depositing, escaping, leaching, dumping, or other disposing into the
  Environment, whether intentional or unintentional.
  
  "Representative"--with respect to a particular Person, shall mean any
  director, officer, employee, agent, consultant, advisor, or other
  representative of such Person, including legal counsel, accountants,
  and financial advisors.
  
  "Securities Act"--shall mean the Securities Act of 1933 or any
  successor law, and regulations and rules issued pursuant to that Act or
  any successor law.
  
  "Subsidiary"--with respect to any Person (the "Owner"), shall mean any
  corporation or other Person of which securities or other interests
  having the power to elect a majority of that corporation's or other
  Person's board of directors or similar governing body, or otherwise
  having the power to direct the business and policies of that
  corporation or other Person (other than securities or other interests
  having such power only upon the happening of a contingency that has not
  occurred) are held by the Owner or one or more of its Subsidiaries;
  when used without reference to a particular Person, "Subsidiary" means
  a Subsidiary of Amherst.
  
  "Tax" and "Taxes" means all taxes, charges, fees, levies or other
  assessments imposed by any federal, state, local or foreign taxing
  authority, whether disputed or not, including without limitation,
  income, profits, gross receipts, capital, estimated, excise,
  occupational, custom, duty, ad valorem, value-added, stamp, property,
  sales, transfer, withholding, real estate, use, employment, payroll,
  alternative or add-on minimum, environmental (including Taxes under
  Section 59A of the Code) and franchise taxes and such terms shall
  include any interest, penalties or additions attributable to or imposed
  on or with respect to such assessments and any expenses incurred in
  connection with the settlement of any tax liability.
  
  "Tax Return"--shall mean any return (including any information return),
  report, statement, schedule, notice, form, or other document or
  information filed with or submitted to, or required to be filed with or
  submitted to, any Governmental Body in connection with the
  determination, assessment,  collection, or payment of any Tax or in
  connection with the administration, implementation, or enforcement of
  or compliance with any Legal Requirement relating to any Tax.
  
  "Threat of Release"--shall mean a substantial likelihood of a Release
  that may require action in order to prevent or mitigate damage to the
  Environment that may result from such Release.
  
  "Threatened"--shall mean a claim, Proceeding, dispute, action, or other
  matter which will be deemed to have been "Threatened" if any demand or
  statement has been made in writing or any notice has been given in
  writing, that would lead a prudent Person to conclude that such a
  claim, Proceeding, dispute, action, or other matter is likely to be
  asserted, commenced, taken, or otherwise pursued in the future.
  
  
                                ARTICLE II
                        TRANSFER OF ASSETS; CLOSING
  
  2.1  ASSETS
  
  Based upon and subject to the terms, agreements, warranties,
  representations and conditions of this Agreement, Amherst hereby agrees
  to sell, convey, transfer, assign and deliver to CRI on the Closing
  Date and CRI hereby agrees to purchase and accept on the Closing Date
  the Acquired Assets.
  
  2.2  CONSENTS
  
  At or prior to Closing, Amherst shall cause to be delivered to CRI
  consents to the Contemplated Transactions and waivers of rights to
  terminate or modify any material rights or obligations of Amherst from
  the Persons with whom Amherst has Applicable Contracts (excluding U.S.
  government prime contracts which will be subject to a post-closing
  Novation Agreement) as of a date not more than ten (10) days prior to
  the Closing Date or such earlier date as the Parties may agree.  To the
  extent that the assignment of or the agreement to assign any such
  Applicable Contract to CRI hereunder would constitute a breach of that
  Applicable Contract unless the consent or waiver of another party
  thereto has been obtained, this Agreement shall not constitute any such
  assignment or agreement to assign unless and until such consent or
  waiver is obtained.  CRI and Amherst agree to use their best efforts to
  obtain prior to the Closing Date all such consents and waivers.  If any
  such consent or waiver is not obtained before the Closing Date and the
  Closing is nevertheless consummated, Amherst and ASI agree to continue,
  at the sole cost and expense of CRI subject to the last sentence of
  this paragraph, to use their best efforts to obtain all such consents
  as have not been obtained prior to such date and Amherst further agrees
  to cooperate with CRI after such date in any reasonable arrangement
  (such as subcontracting, sublicensing or subleasing) designed to
  provide for CRI, on terms commercially reasonable to CRI, the benefits
  under such Applicable Contracts, including, without limitation,
  enforcement, at the cost and for the benefit of CRI, of any and all
  rights of Amherst against any other party thereto arising out of the
  breach or cancellation thereof by such party or otherwise.  To the
  extent CRI incurs any cost or expense after the Closing in connection
  with obtaining any such consent, such costs and expenses shall be
  reflected as a liability on the Post-Closing Financial Statements.
  
  2.3  PURCHASE PRICE
  
  The purchase price (the "Purchase Price"), subject to adjustment
  provided for in Sections 2.6 and 2.7, for the Acquired Assets will be
  thirty million and 00/100 dollars ($30,000,000) including the
  Promissory Notes (inclusive of the Escrow Notes) in the principal
  amount of up to ten million and 00/100 dollars ($10,000,000), to be
  paid as follows:
  
       (a)       (i)  At the Closing CRI will pay Amherst the aggregate
                 sum of twenty million and 00/100 dollars ($20,000,000)
                 in cash (the "Cash") by wire transfers to a bank account
                 designated by Amherst;
       
                 (ii) At the Closing CRI will execute and deliver to
                 Amherst Promissory Notes of CRI in the aggregate
                 principal amount of up to six million five hundred
                 thousand and 00/100 dollars ($6,500,000); and
       
                 (iii)     At the Closing CRI will execute and deliver to
                 Amherst Promissory Notes of CRI in the aggregate
                 principal amount of up to three million five hundred
                 thousand and 00/100 dollars ($3,500,000) (the "Escrow
                 Notes").
       
       (b)  The Promissory Notes (including the Escrow Notes) to be
       delivered by CRI will be unsecured, non-negotiable, and
       subordinated to CRI's bank debt and any other debt incurred by CRI
       in connection with the Contemplated Transactions.  The Promissory
       Notes (including the Escrow Notes) will bear interest at the rate
       of 5.5% per annum compounded annually, payable at maturity;
       provided, however, that while a default in payment by CRI is
       continuing, interest on the Promissory Notes shall accrue at a
       rate of 11.5% per annum.
       
       (c)  The exact amount of Cash and Promissory Notes (including the
       Escrow Notes) will be subject to adjustment and allocation as
       provided for in Sections 2.6 and 2.7.
       
  2.4  CLOSING
  
  The purchase and sale (the "Closing") provided for in this Agreement
  will take place at a location to be mutually agreed to by the Parties
  hereto, at 9:00 a.m. (local time) on (i) January 27, 1999, or (ii) the
  date that is two (2) business days following the termination of the
  applicable waiting period under the HSR Act or (iii) such other date
  not later than the sixtieth (60th) day after the date hereof as the
  Parties shall agree. Subject to the provisions of Article IX, failure
  to consummate the purchase and sale provided for in this Agreement on
  the date and time and at the place determined pursuant to this Section
  2.4 will not result in the termination of this Agreement and will not
  relieve any party of any obligation under this Agreement.
  
  2.5  CLOSING OBLIGATIONS
  
  At the Closing:
  
       (a)  Amherst will deliver, or caused to be delivered, to CRI:
       
                 (i)  [Reserved];
       
                 (ii) employment agreements in the form attached as
                 Exhibit 2.5(a)(ii), executed by CRI and such employees
                 of Amherst designated by CRI;
       
                 (iii)     a noncompetition agreement executed by
                 Amherst, a noncompetition agreement executed by ASI,
                 each in the form of Exhibit 2.5(a)(iii), and assignments
                 of the noncompetition agreements set forth on Schedule
                 2.5(a)(iii) (collectively, the "Noncompetition
                 Agreements");
       
                 (iv) certificates executed by Amherst and ASI
                 representing and warranting to CRI that each of their
                 representations and warranties in this Agreement was
                 accurate in all material respects as of the date of this
                 Agreement, and is accurate in all material respects as
                 of the Closing Date as if made on the Closing Date,
                 (except to the extent such representations are by their
                 express provisions made as of a specified date and
                 giving full effect to any information that was delivered
                 by ASI or Amherst to CRI prior to the Closing Date in
                 accordance with Section 5.5 or the Amherst Disclosure
                 Letter) and such other documents as CRI or its counsel
                 may reasonably request and the form of which is mutually
                 agreed to no later than five (5) days prior to Closing
                 for the purpose of (A) evidencing the performance or
                 compliance by Amherst and/or ASI with, any covenant or
                 obligation required to be performed or complied with by
                 Amherst and/or ASI; (B) evidencing the satisfaction of
                 any condition referred to in Article VII; or (C)
                 otherwise facilitating the consummation or performance
                 of any of the Contemplated Transactions;
       
                 (v)  the Acquired Assets;
       
            (vi)      opinions of counsel, each dated the Closing Date,
                 for Amherst and ASI, reasonably acceptable to CRI and
                 its counsel and the form of which is mutually agreed to
                 no later than five (5) days prior to Closing; and
            
            (vii)     such other certificates, pay-off letters, UCC
                 releases, consents and documents reasonably requested by
                 CRI and its counsel and the form of which is mutually
                 agreed to no later than 5 days prior to Closing.
       
       (b)       CRI will deliver to Amherst:
                 (i)  Cash by bank wire transfers to such account as
                 Amherst shall specify;
       
                 (ii) Ten million and 00/100 dollars of Promissory Notes
                 (Three Million Five Hundred Thousand and 00/100 dollars
                 of which shall be Escrow Notes) in the form of Exhibit
                 2.5(b); and
       
                 (iii)     a certificate executed by CRI to the effect
                 that, except as otherwise stated in such certificate,
                 each of CRI's representations and warranties in this
                 Agreement was accurate in all material respects to the
                 Knowledge of CRI as of the date of this Agreement and is
                 accurate in all material respects as of the Closing Date
                 as if made on the Closing Date.
  
       (c)  Such sale, assignment, transfer and delivery of the Acquired
  Assets will be effected by delivery by Amherst to CRI of (i) a duly
  executed bill of sale and assignment agreement in a form reasonably
  acceptable to CRI and (ii) such other duly executed, good and
  sufficient instruments of conveyance, transfer and assignment,
  including without limitation, assignments of Patents, Marks and
  Copyrights, as shall be reasonably necessary to convey to CRI all of
  Amherst's rights, titles and interests in and to the Acquired Assets.
  
  2.6  ADJUSTMENT AMOUNT
  
  The Purchase Price for the Acquired Assets is based, in part, on the
  Closing Book Value of Amherst being at least two million and 00/100
  dollars ($2,000,000).  If the Closing Book Value of Amherst as
  reflected in the Closing Financial Statements is less than two million
  and 00/100 dollars ($2,000,000) the Purchase Price shall be adjusted
  downward, as appropriate, on a dollar-for-dollar basis, with the
  adjustment affecting the amount of Cash paid by CRI to Amherst (the
  "Initial Adjustment Amount");  provided, however, if the Initial
  Adjustment Amount is greater than five hundred thousand and 00/100
  dollars ($500,000), the following terms shall apply:
  
       (a)  CRI may terminate this Agreement upon written notice provided
            to Amherst within five (5) days after delivery of the Closing
            Financial Statements.  Failure to deliver a timely notice of
            termination shall constitute a waiver of the right to
            terminate.
       
       (b)  If CRI elects not to terminate this Agreement or waives its
            right to do so in accordance with the terms of Subsection (a)
            above, Amherst may within five (5) days of the expiration of
            the five (5) day period specified in Subsection (a) above
            elect to provide to CRI a notice of its election to terminate
            this Agreement (a "Termination Notice") unless CRI agrees to
            limit the Initial Adjustment Amount to five hundred thousand
            and 00/100 dollars ($500,000).
       
       (c)  The Termination Notice shall be effective to terminate the
            Agreement unless CRI provides written notice to Amherst
            within five (5) days after the date of the Termination Notice
            that CRI will limit the Initial Adjustment Amount to five
            hundred thousand and 00/100 dollars ($500,000).
       
       (d)  If CRI provides timely notice as specified in Subsection (c)
            above, the Agreement shall not be terminated and the Purchase
            Price shall be adjusted downward by five hundred thousand and
            00/100 dollars ($500,000).
            A termination of this Agreement pursuant to this Section 2.6
            shall not be a Breach of this Agreement by any party hereto.
  
  2.7  ADJUSTMENT PROCEDURE
  
       (a)  At least fifteen (15) days prior to the Closing, Amherst will
            cause an appointed representative mutually agreeable to the
            Parties (the "Certifying Representative") to prepare and
            certify as materially accurate consolidated financial
            statements ("Closing Financial Statements") of Amherst for
            the period from April 30, 1998, through November 30, 1998.
            Within sixty (60) days after the Closing Date, Amherst will
            deliver post- closing consolidated financial statements of
            Amherst prepared in accordance with GAAP and reviewed by KPMG
            Peat Marwick, LLP, Amherst's certified public accountants,
            for the period from April 30, 1998 through the Closing Date
            (the "Post-Closing Financial Statements") and a certificate
            which sets forth the Reasonable Best Estimate of the "cost to
            complete" for each of the Applicable Contracts pursuant to
            which Amherst is required to perform services or deliver
            products  (the "Cost to Complete Certificate").  CRI shall
            make Amherst's Books and Records and its personnel available
            to Amherst and said accountants in connection with the
            preparation of the Post-Closing Financial Statements at no
            cost to Amherst.  The Post-Closing Financial Statements shall
            include a computation of the Closing Book Value of Amherst
            and the long-term debt of Amherst as of the date of the Post-
            Closing Financial Statements and shall be certified by the
            Certifying Representative to be in accordance with GAAP as
            applied on a consistent basis.  The Certifying Representative
            shall also certify the Cost to Complete Certificate.  The
            review by KPMG Peat Marwick, LLP, shall include a written
            report thereon. If within thirty (30) days following delivery
            of the Post-Closing Financial Statements (together with the
            Certifying Representative's certification and KPMG Peat
            Marwick's report) to CRI, CRI has not given Amherst notice of
            its objection to the Post-Closing Financial Statements (such
            notice must contain a statement of the basis of CRI's
            objection), then the Closing Book Value of Amherst and the
            long-term debt of Amherst reflected in the Post-Closing
            Financial Statements will be used in computing the Adjustment
            Amount.  If CRI gives such notice of objection and CRI and
            Amherst fail to reach a mutually agreeable resolution, then
            the issues in dispute will be submitted to
            PricewaterhouseCoopers LLP, certified public accountants (the
            "Accountants"), for resolution. If issues in dispute are
            submitted to the Accountants for resolution, (i) each party
            will furnish to the Accountants such work papers and other
            documents and information relating to the disputed issues as
            the Accountants may request and are available to that party
            or its Subsidiaries (or its independent public accountants),
            and will be afforded the opportunity to present to the
            Accountants any material relating to the determination and to
            discuss the determination with the Accountants; (ii) the
            determination by the Accountants, as set forth in a notice
            delivered to both parties by the Accountants, will be binding
            and conclusive on the parties; and (iii) CRI will bear the
            fees of the Accountants for the services contemplated by this
            Section 2.7(a); provided, however, that if such dispute is
            resolved in CRI's favor the fees paid to the Accountants for
            services under this Section 2.7(a) shall be added to the
            Adjustment Amount such that the Purchase Price is reduced by
            the amount of such fees.  If the Adjustment Amount reflects
            that the Purchase Price was inappropriately adjusted downward
            under the terms of Section 2.6, an appropriate additional
            cash payment shall be made to Amherst.
       
       (b)  The Escrow Notes will be subject to any claim for
            indemnification or payment of Damages to which CRI may be
            entitled under this Agreement once the Liability Basket and
            the Liability Cushion, if any exists, are exhausted.  During
            the eighteen (18) months following the Closing, after such
            time as the Liability Basket and the Liability Cushion, if
            any exists, are exhausted, the principal amount of the Escrow
            Notes shall be adjusted downward from time to time for the
            amount of any claims made by CRI for Damages or for
            indemnification.  Interest shall be deemed to accrue only on
            such reduced principal balance of the Escrow Notes from the
            Closing Date until final payment of the Escrow Notes.
       
       
  2.8       ASSUMPTION OF LIABILITIES
  
  On the terms and subject to the conditions of this Agreement, in
  addition to the Purchase Price, on the Closing Date, CRI shall assume
  and discharge when due the Liabilities of Amherst and its Subsidiaries
  whether accrued or arising before or after the Closing, except for the
  Excluded Liabilities (the "Assumed Liabilities").  Amherst and its
  Subsidiaries shall retain, and shall be responsible for paying,
  performing and discharging when due, and CRI shall not assume or have
  any responsibility for, the following Liabilities (the "Excluded
  Liabilities"):  (i) all Liabilities relating to or arising out of the
  Excluded Assets and (ii) all Liabilities of Amherst or ASI relating to
  or arising out of this Agreement.
  
  2.9  BULK SALES LAW COMPLIANCE
  
  The Parties hereto agree to waive compliance with any applicable bulk
  sales or transfer law.
  
  2.10 ALLOCATION OF PURCHASE PRICE
  
  The Parties to this Agreement agree to allocate, not later than March
  15, 1999, the Purchase Price in accordance with the rules under Section
  1060 of the Code and the Treasury Regulations promulgated thereunder.
  The Parties recognize that the Purchase Price does not include CRI's
  acquisition expenses and that CRI will allocate such expenses
  appropriately.  Amherst and CRI agree to act in accordance with such
  allocations (including any modifications thereto reflecting any post-
  closing adjustment of the Purchase Price pursuant to Sections 2.6 and
  2.7, as applicable) in any relevant Tax returns or filings, including
  any forms or reports required to be filed pursuant to Section 1060 of
  the Code, the Treasury Regulations promulgated thereunder or any
  provisions of local, state and federal law ("1060 Forms"), and to
  cooperate in the preparation of any 1060 Forms and to file such 1060
  Forms in the manner required by applicable law.
  
  
                                ARTICLE III
                     REPRESENTATIONS AND WARRANTIES OF
                              AMHERST AND ASI
  
  As an inducement to CRI to enter into this Agreement, Amherst and ASI,
  jointly and severally, represent and warrant to CRI, as of the date of
  this Agreement and as of the Closing, as follows:
  
  3.1  ORGANIZATION AND GOOD STANDING
  
       (a)  Each of Amherst and its Subsidiaries is a corporation duly
            organized, validly existing, and in good standing under the
            laws of its jurisdiction of incorporation, with full
            corporate power and authority to conduct its business as it
            is now being conducted, to own or use the properties and
            assets that it purports to own or use, and to perform all its
            obligations under any material Applicable Contracts. Each of
            Amherst and its Subsidiaries is duly qualified to do business
            as a foreign corporation and is in good standing under the
            laws of each state or other jurisdiction in which either the
            ownership or use of the properties owned or used by it, or
            the nature of the activities conducted by it, requires such
            qualification.  The Amherst Disclosure Letter sets forth each
            jurisdiction where (i) Amherst is so qualified, (ii) any
            Subsidiary is incorporated and (iii) any Subsidiary is so
            qualified.  ASI is a corporation duly organized, validly
            existing, and in good standing under the laws of its
            jurisdiction of incorporation.
       
       (b)  The Amherst Disclosure Letter includes copies of the
            Organizational Documents of Amherst and each Subsidiary, as
            currently in effect.
  
  3.2  AUTHORITY; NO CONFLICT
  
       (a)  This Agreement constitutes the legal, valid, and binding
            obligation of Amherst and ASI, enforceable against Amherst
            and the ASI, jointly and severally, in accordance with its
            terms. Upon the execution and delivery by ASI and/or Amherst,
            as the case may be, of the Noncompetition Agreements
            (collectively, the "Amherst Closing Documents"), the Amherst
            Closing Documents will constitute the legal, valid, and
            binding obligations of ASI and/or Amherst, as the case may
            be, enforceable against ASI and/or Amherst, as the case may
            be, in accordance with their respective terms.  Each of
            Amherst and ASI has the absolute and unrestricted right,
            power, authority, and capacity to execute and deliver this
            Agreement and the Amherst Closing Documents and to perform
            their obligations under this Agreement and the Amherst
            Closing Documents.
       
       (b)  Except as specified in the Amherst Disclosure Letter, any
            Exhibit or Schedule hereto or otherwise specified herein,
            neither the execution and delivery of this Agreement, nor the
            consummation or performance of any of the Contemplated
            Transactions will, directly or indirectly (with or without
            notice or lapse of time):
  
            (i)  contravene, conflict with, or result in a violation of
                 (A) any provision of the Organizational Documents of
                 Amherst, or (B) any currently effective resolution
                 adopted by the board of directors or the stockholders of
                 Amherst;
            
            (ii) contravene, conflict with, or result in a violation of,
                 or give any Governmental Body or other Person the right
                 to challenge any of the Contemplated Transactions or to
                 exercise any remedy or obtain any relief under, any
                 Legal Requirement or any Order to which Amherst or ASI,
                 or any of the assets owned or used by Amherst, may be
                 subject;
            
            (iii)     contravene, conflict with, or result in a violation
                 of any of the terms or requirements of, or give any
                 Governmental Body the right to revoke, withdraw,
                 suspend, cancel, terminate, or modify, any Governmental
                 Authorization that is held by Amherst or that otherwise
                 relates to the business of, or any of the assets owned
                 or used by, Amherst;
            
            (iv) cause Amherst to become subject to, or to become liable
                 for the payment of, any Tax;
            
            (v)  contravene, conflict with, or result in a violation or
                 breach of any provision of, or give any Person the right
                 to declare a default or exercise any remedy under, or to
                 accelerate the maturity or performance of, or to cancel,
                 terminate, or modify, any Applicable Contract; or
            
            (vi) result in the imposition or creation of any Encumbrance
                 (other than Permitted Encumbrances and Encumbrances
                 resulting from acts of CRI) upon or with respect to any
                 of the assets owned or used by Amherst.
            
       (c)  Amherst is acquiring the Promissory Notes for its own account
            and not with a view to their distribution within the meaning
            of Section 2(11) of the Securities Act.  Amherst is an
            "accredited investor" as such term is defined in Rule 501(a)
            under the Securities Act.
  
  3.3  CAPITALIZATION
  
  The authorized equity securities of Amherst consist of two million
  (2,000,000) shares of common stock, par value $.01 per share, of which
  one million forty thousand nine hundred eleven (1,040,911) shares are
  issued and outstanding.  ASI is or will be on the Closing Date the
  record and beneficial owner and holder of all of the issued and
  outstanding shares of capital stock of Amherst.  All of the outstanding
  equity securities of Amherst and each of its Subsidiaries have been
  duly authorized and validly issued and are fully paid and
  nonassessable.  There are no Contracts relating to the issuance, sale
  or transfer of any equity securities or other securities of any
  Subsidiary.
  
  3.4  SUBSIDIARY AND INVESTMENTS
  
  Except as set forth in the Amherst Disclosure Letter, Amherst has no
  direct or indirect Subsidiaries and has not made any investments in,
  and does not own any securities of or other interests in, any firm,
  corporation, association, business organization, enterprise, entity or
  other Person.  Amherst is the record owner of all the capital stock of
  each such Subsidiary.
  
  3.5  FINANCIAL STATEMENTS
  
  Amherst has delivered to CRI:
  
       (a)  audited consolidated balance sheets of Amherst as at April
            30, 1998 (the "Balance Sheet"), and April 30, 1997, and the
            related audited consolidated statements of income, changes in
            stockholders' equity, and cash flow for each of the fiscal
            years then ended, including the notes thereto, together with
            the report thereon of KPMG Peat Marwick, LLP, independent
            certified public accountants;
       
       (b)  a balance sheet as of October 31, 1998 (the "Interim Balance
            Sheet") certified by the Certifying Representative.
  
  Such financial statements and notes fairly present the financial
  condition and the results of operations, changes in stockholders'
  equity, and cash flow of Amherst as at the respective dates of and for
  the periods referred to in such financial statements, all in accordance
  with GAAP except that the Interim Balance Sheet is subject to year-end
  adjustments; the financial statements referred to in this Section 3.5
  reflect the consistent application of such accounting principles
  throughout the periods involved.  No financial statements of any Person
  other than Amherst and its Subsidiaries are required by GAAP to be
  included in the consolidated financial statements of Amherst.
  
  3.6  BOOKS AND RECORDS
  
  The books of account, minute books, stock record books, and other
  records of Amherst and its Subsidiaries are complete and correct in all
  material respects and have been maintained in accordance with sound
  business practices, including the maintenance of an adequate system of
  internal controls. The minute books of Amherst contain records that are
  accurate and complete in all material respects of all meetings held of,
  and corporate action taken by, the stockholders, the Boards of
  Directors, and committees of the Boards of Directors of Amherst, and no
  formal meeting of any such stockholders, Board of Directors, or
  committee has been held for which minutes have not been prepared and
  are not contained in such minute books.
  
  3.7  TITLE TO ASSETS; LIENS AND ENCUMBRANCES
  
  Except for assets which are leased from third parties, Encumbrances
  identified in the financial statements referenced in Section 3.5
  (including the notes thereto), and except as set forth in the Amherst
  Disclosure Letter, Amherst is the owner of, and has good and marketable
  title to, all of the Acquired Assets, free and clear of all liens other
  than the Permitted Encumbrances.  Amherst owns all of the assets used
  by it in the operation and conduct of its business, or required by
  Amherst for the normal conduct of its business, except for those assets
  leased by Amherst under leases specifically identified on a list set
  forth in the Amherst Disclosure Letter; provided, however, that such
  list may omit leased assets with annual lease payments less than
  $2,500.  The Acquired Assets constitute all of the assets used in,
  related to or required by Amherst for, the normal conduct of its
  business.  Amherst does not own any real property.
  
  3.8  FIXED ASSETS
  
            (a)  The Amherst Disclosure Letter includes a true, correct
  and complete list of all Fixed Assets having an original cost of more
  than $2,500 (whether expensed or capitalized, when purchased, and
  including any such assets which have an original cost to Amherst less
  than $2,500, but because such assets are related have an aggregate cost
  in excess of $2,500), indicating the owner and location thereof, and
  the cost applicable thereto (or, in those instances where the actual
  cost is unknown to Amherst, the estimated cost).  Except as set forth
  in the Amherst Disclosure Letter, the buildings, plants, structures,
  and equipment of Amherst are structurally sound, are in all material
  respects in good operating condition and repair, and are adequate for
  the uses to which they are being put, and none of such buildings,
  plants, structures, or equipment is in need of maintenance or repairs
  except for ordinary, routine maintenance and repairs that are not
  material in nature or cost.  The building, plants, structures, and
  equipment of Amherst are sufficient for the continued conduct of
  Amherst's businesses after the Closing in substantially the same manner
  as conducted prior to the Closing.  The dollar amount of the Fixed
  Assets owned by Amherst as shown on the Balance Sheet does not in any
  case exceed the cost of the same, less any previous write-downs and
  less depreciation through the end of the most recent fiscal year of
  Amherst determined in accordance with GAAP consistently applied, and
  Amherst has not written up the value of any such assets.
  
            (b)  The Amherst Disclosure Letter includes a true, correct
  and complete list of each lease of premises executed by or binding upon
  Amherst as lessee, sub-lessee, tenant or assignee (the "Leased
  Premises") setting forth in each case a description of any and all
  leasehold improvements paid for by Amherst.  Except as set forth in the
  Amherst Disclosure Letter, each lease is in full force and effect on
  the date hereof without any default or breach thereof by Amherst or, to
  the Knowledge of Amherst, any other party thereto.  Except as set forth
  in the Amherst Disclosure Letter, to Amherst's Knowledge, no consent of
  any landlord or any other party is required under any such lease in
  order to assign each such lease to CRI (or its designee) or assignee
  and to keep such lease in full force and effect after the execution and
  delivery of this Agreement and the Contemplated Transactions.  True,
  correct and complete copies of all such leases, including all
  amendments, addenda, waivers and all other binding documents affecting
  the tenant's rights thereunder, will be made available to CRI upon
  request.
  
            (c)  Amherst has not received any written notice of any
  requirements or recommendations by any insurance company which has
  issued a policy covering any part of any Leased Premises or by any
  board of fire underwriters or other body exercising similar functions,
  requiring or recommending any repairs or work to be done on any part of
  any Leased Premises.  All of the public utilities required for the
  operation of the Leased Premises in the manner currently operated are
  installed and operating, and all installation and connection charges
  have been paid in full or provided for.  Amherst has not received
  written notice of any assessments, and has no Knowledge of any pending
  assessments, affecting the Leased Premises.
  
  The Leased Premises and the use thereof conform in all material
  respects with all covenants and restrictions and all applicable
  building, zoning, environmental, land use and other Laws.
  
  3.9  ACCOUNTS RECEIVABLE
  
  All Accounts Receivable of Amherst that are reflected on the Balance
  Sheet or the Interim Balance Sheet or on the accounting records of
  Amherst as of the Closing Date represent or will represent valid
  obligations arising from sales actually made or services actually
  performed or otherwise arising from contractual obligations of
  customers in the Ordinary Course of Business. Unless paid prior to the
  Closing Date, the Accounts Receivable are or will be as of the Closing
  Date current and collectible, net of the respective reserves shown on
  the Balance Sheet or the Interim Balance Sheet or on the accounting
  records of Amherst as of the Closing Date (which reserves are adequate
  and calculated consistent with past practice and, in the case of the
  reserve as of the Closing Date, will not represent a greater percentage
  of the Accounts Receivable as of the Closing Date than the reserve
  reflected in the Interim Balance Sheet represented of the Accounts
  Receivable reflected therein and will not represent a material adverse
  change in the composition of such Accounts Receivable in terms of
  aging). Subject to such reserves, the Accounts Receivable either have
  been or will be collected in full, without any set-off arising from
  matters occurring prior to Closing, within seventeen (17) months from
  the Closing Date.  Except as disclosed in the Amherst Disclosure
  Letter,  there is no contest, claim, or right of set-off, other than
  returns in the Ordinary Course of Business, under any Contract with any
  obligor of an Accounts Receivable relating to the amount or validity of
  such Accounts Receivable.  The Amherst Disclosure Letter includes a
  complete and accurate list of all Accounts Receivable as of the date of
  the Interim Balance Sheet, which list sets forth the aging of such
  Accounts Receivable.
  
  3.10 INVENTORY
  
  All inventory of Amherst, as reflected in the Balance Sheet or the
  Interim Balance Sheet, consists of a quality and quantity usable and
  salable in the Ordinary Course of Business, except for obsolete items
  and items of below-standard quality, all of which have been written off
  or written down to net realizable value in the Balance Sheet or the
  Interim Balance Sheet or on the accounting records of Amherst as of the
  Closing Date, as the case may be.  All inventories not written off have
  been priced at the lower of cost or net realizable value on an average
  cost basis.  The quantities of each item of inventory (whether raw
  materials, work-in-process, or finished goods) are not excessive, but
  are reasonable in the present circumstances of Amherst.
  
  3.11 PURCHASE AND SALES COMMITMENTS AND ORDERS; CUSTOMERS AND
  VENDORS
  
  Except as set forth in the Amherst Disclosure Letter, with respect to
  the purchase and sales orders or commitments of Amherst outstanding on
  the date hereof involving more than $10,000, all such purchase orders
  have been made at arm's-length market prices and, in Amherst's
  Reasonable Best Estimate, all sales orders have been made at prices and
  on terms which will result in the normal profits of Amherst.  Except as
  set forth in the Amherst Disclosure Letter, no customer of Amherst has
  requested that deliveries under any sales order or services to be
  performed by it under any Applicable Contract be delayed and Amherst
  and ASI do not have any Knowledge of (a) any plans of any customer to
  order less from Amherst during the 12-month period beginning on the
  date hereof than such customer has committed to order such Applicable
  Contract or (b) any facts which would result in such a decrease in such
  order.  Neither Amherst nor ASI has Knowledge of any facts or
  conditions which may result in or have an adverse effect on the future
  sales, profits or business of Amherst; provided, however, neither
  Amherst nor ASI makes any representation as to general economic,
  political or industry conditions and how such conditions may have an
  adverse effect on future sales, profits or business by Amherst.
  
            (b)  The Amherst Disclosure Letter includes a true, correct
  and complete list of (i) the 20 largest customers of Amherst in terms
  of revenues during the twelve-month period ending September 30, 1998,
  showing the approximate total sales by Amherst to each such customer
  during such period and (ii) the ten largest vendors of Amherst in terms
  of purchases of goods or services during such twelve-month period,
  showing the approximate total purchases by Amherst from each such
  vendor during such period.  Since September 30, 1998, there has been no
  material adverse change in the business relationship of Amherst with
  any such customer or vendor on such list.  None of Amherst, ASI or any
  of their respective affiliates has received any written notice, or to
  the Knowledge of Amherst or ASI, oral notice from any existing customer
  of Amherst that said customer (i) intends to file a petition for relief
  under any bankruptcy or similar law or make an assignment for the
  benefit of its creditors, (ii) intends to terminate its business
  relationship with Amherst or (iii) has requested that Amherst grant
  price concessions, rebates or reductions on products or services
  provided by Amherst.
  
  3.12 NO UNDISCLOSED LIABILITIES
  
  On the date of the Interim Balance Sheet, there were no Liabilities of
  Amherst (including, but not limited to, Liabilities for Taxes relating
  to any prior period except for year end adjustments) other than those
  Liabilities disclosed or provided for on the Interim Balance Sheet
  except for liabilities which would not be required under GAAP to be
  recorded on the Interim Balance Sheet.  On the date hereof and on the
  Closing Date, there are no and will be no other Liabilities of Amherst
  except those incurred since the Interim Balance Sheet Date, in the
  Ordinary Course of the Business of Amherst, and not in violation of or
  in conflict with any of the terms, agreements, warranties,
  representations and conditions of Amherst contained in this Agreement.
  
  3.13 TAXES
  
       (a)  Amherst has filed or caused to be filed (on a timely basis
            since January 1, 1994) all Tax Returns that are or were
            required to be filed by or with respect to any of them,
            either separately or as a member of a group of  corporations,
            pursuant to applicable Legal Requirements.  Amherst has
            delivered to CRI copies of all such Tax Returns filed for the
            tax years ending April 30, 1998, 1997 and 1996.  Amherst has
            paid, or made provision for the payment of, all Taxes that
            have or may have become due pursuant to those Tax Returns or
            otherwise, or pursuant to any assessment received by Amherst,
            except such Taxes, if any, as to which adequate reserves
            (determined in accordance with GAAP) have been provided in
            the Balance Sheet and the Interim Balance Sheet.
       
       (b)  The United States federal and state income Tax Returns of
            Amherst and its Subsidiaries subject to such Taxes have been
            audited by the IRS, or relevant state tax authorities, or are
            closed by the applicable statute of limitations for all
            taxable years through the taxable year ending April 30, 1994.
            All deficiencies proposed as a result of such audits, have
            been paid, reserved against, settled, or, are being contested
            in good faith by appropriate proceedings.  Amherst has not
            given or been requested to give waivers or extensions (or is
            or would be subject to a waiver or extension given by any
            other Person) of any statute of limitations relating to the
            payment of Taxes or other deficiencies of Amherst or for
            which Amherst may be liable.
       
       (c)  The charges, accruals, and reserves with respect to Taxes on
            the books of Amherst are adequate (determined in accordance
            with GAAP) and are at least equal to Amherst's liability for
            Taxes. There exists no proposed tax assessment against
            Amherst except as disclosed in the Balance Sheet.  No consent
            to the application of Section 341(f)(2) of the IRC has been
            filed with respect to any property or assets held, acquired,
            or to be acquired by Amherst.  No property of Amherst is
            property which Amherst is or will be required to treat as
            owned by another person pursuant to the provisions of Section
            168 (f) (safe harbor leasing provisions) of the Code.  All
            Taxes that Amherst is or was required by Legal Requirements
            to withhold or collect have been duly withheld or collected
            and, to the extent required, have been paid to the proper
            Governmental Body or other Person.
  
       (d)  All Tax Returns filed by (or that include on a consolidated
            basis) Amherst are true, correct, and complete in all
            material respects. There is no tax sharing agreement that
            will require any payment by Amherst after the date of this
            Agreement.
  
  3.14 NO MATERIAL ADVERSE CHANGE
  
  Since the date of the Balance Sheet, there has not been any material
  adverse change in the business, operations, properties, assets, or
  condition (financial or otherwise) of Amherst and no event has occurred
  or circumstance exists that may result in such a material adverse
  change, other than those which may result from general economic,
  political or industry conditions.
  
  3.15 EMPLOYEE BENEFITS
       
       (a)  As used in this Section 3.15, the following terms have the
       meanings set forth below.
            
            "Company Other Benefit Obligation" means an Other Benefit
            Obligation owed, adopted, or followed by Amherst or an ERISA
            Affiliate of Amherst.
            
            "Company Plan" means all Plans of which Amherst or an ERISA
            Affiliate of Amherst is or was within the past five years a
            Plan Sponsor, or to which Amherst or an ERISA Affiliate of
            Amherst within the past five years otherwise contributes or
            has contributed, or in which Amherst or an ERISA Affiliate of
            Amherst otherwise participates or has participated. All
            references to Plans are to Company Plans unless the context
            requires otherwise.
            
            "Company VEBA" means a VEBA whose members include employees
            of Amherst or any ERISA Affiliate of Amherst.
            
            "ERISA Affiliate" means, with respect to Amherst, any other
            person that, together with Amherst, would be treated as a
            single employer under IRC Section 414.
            
            "Multi-Employer Plan" has the meaning given in ERISA Section
            3(37)(A).
            
            "Other Benefit Obligations" means all obligations,
            arrangements, or customary practices, whether or not legally
            enforceable, to provide benefits, other than salary, as
            compensation for services rendered, to present or former
            directors, employees, or agents, other than obligations,
            arrangements, and practices that are Plans. Other Benefit
            Obligations include consulting agreements under which the
            compensation paid does not depend upon the amount of service
            rendered, sabbatical policies, severance payment policies,
            and fringe benefits within the meaning of IRC Section 132.
            
            "PBGC" means the Pension Benefit Guaranty Corporation, or any
            successor thereto.
            
            "Pension Plan" has the meaning given in ERISA Section
            3(2)(A).
            
            "Plan" has the meaning given in ERISA Section 3(3).
            
            "Plan Sponsor" has the meaning given in ERISA Section
            3(16)(B).
            
            "Qualified Plan" means any Plan that meets or purports to
            meet the  requirements of IRC Section 401(a).
            
            "Title IV Plans" means all Pension Plans that are subject to
            Title IV of ERISA, 29 U.S.C. Section 1301 et seq., other than
            Multi-Employer Plans.
            
            "VEBA" means a voluntary employees' beneficiary association
            under IRC Section 501(c)(9).
            
            "Welfare Plan" has the meaning given in ERISA Section 3(1).
       
       (b)       The Amherst Disclosure Letter contains true, correct and
                 complete lists of:
       
                 (i)  All Company Plans, Company Other Benefit
                 Obligations, and Company VEBAs, and identifies as such
                 all Company Plans that are (A) defined benefit Pension
                 Plans, (B) Qualified Plans, (C) Title IV Plans, or (D)
                 Multi-Employer Plans.
            
            (ii) (A) all ERISA Affiliates of Amherst, and (B) all Plans
                 of which any such ERISA Affiliate is or was a Plan
                 Sponsor, in which any such ERISA Affiliate participates
                 or has participated, or to which any such ERISA
                 Affiliate contributes or has contributed.
            
            (iii)     For each Multi- Employer Plan, as of its last
                 valuation date, the amount of potential withdrawal
                 liability of Amherst and Amherst's other ERISA
                 Affiliates, calculated according to information made
                 available pursuant to ERISA Section 4221(e).
       
       (c)  Except as provided in the Amherst Disclosure Letter, Amherst
            has delivered or made available to CRI:
            
            (i)  all documents that set forth the terms of each Company
                 Plan, Company Other Benefit Obligation, or Company VEBA
                 and of any related trust, including (A) all plan
                 descriptions and summary plan descriptions of Company
                 Plans for which ASI or Amherst is required to prepare,
                 file, and distribute plan descriptions and summary plan
                 descriptions, and (B) all summaries and descriptions
                 furnished to participants and beneficiaries regarding
                 Company Plans, Company Other Benefit Obligations, and
                 Company VEBAs for which a plan description or summary
                 plan description is not required;
            
            (ii) all personnel, payroll, and employment manuals and
                 policies;
            
            (iii)     all collective bargaining agreements pursuant to
                 which contributions have been made or obligations
                 incurred (including both pension and welfare  benefits)
                 by Amherst and the ERISA Affiliates of Amherst, and all
                 collective bargaining agreements pursuant to which
                 contributions are being made or obligations are owed by
                 such entities;
            
            (iv) a written description of any Company Plan or Company
                 Other Benefit Obligation that is not otherwise in
                 writing;
            
            (v)  all registration statements filed with respect to any
                 Company Plan;
            
            (vi) all insurance policies purchased by or to provide
                 benefits under any Company Plan;
            
            (vii)     all contracts with third party administrators,
                 actuaries, investment managers, consultants, and other
                 independent contractors that relate to any Company Plan,
                 Company Other Benefit Obligation, or Company VEBA;
            
            (viii)    all reports submitted within the four years
                 preceding the date of this Agreement by third party
                 administrators, actuaries, investment managers,
                 consultants, or other independent contractors with
                 respect to any Company Plan, Company Other Benefit
                 Obligation, or Company VEBA;
            
            (ix) all notifications to employees of their rights under
                 ERISA Section 601 et seq. and IRC Section 4980B;
            
            (x)  the Form 5500 filed in each of the most recent three
                 plan years, including all schedules thereto and the
                 opinions of independent accountants;
            
            (xi) all notices that were given by Amherst or any ERISA
                 Affiliate of Amherst or any Company Plan to the IRS, the
                 PBGC, or any participant or beneficiary, pursuant to
                 statute, within the four years preceding the date of
                 this Agreement, including notices that are expressly
                 mentionedelsewhere in this Section 3.15;
            
            (xii)     all notices that were given by the IRS, the PBGC,
                 or the Department of Labor to Amherst, any ERISA
                 Affiliate of Amherst, or any Company Plan within the
                 four years preceding the date of this Agreement;
            
            (xiii)    with respect to Qualified Plans and VEBAs, the most
                 recent determination letter for each Plan of Amherst
                 that is a Qualified Plan; and
            
            (xiv)     with respect to Title IV Plans, the Form PBGC-1
                 filed for each of the three most recent plan years.
       
       (d)  Except as set forth in the Amherst Disclosure Letter:
            
            (i)  Amherst has performed all of its respective obligations
                 under all Company Plans, Company Other Benefit
                 Obligations, and Company VEBAs. Amherst has made
                 appropriate entries in its financial records and
                 statements for all obligations and liabilities under
                 such Plans, VEBAs, and Obligations that have accrued but
                 are not due.
            
             (ii)     No statement, either written or oral, has been made
                 by Amherst to any Person with regard to any Plan or
                 Other Benefit Obligation that was not in accordance with
                 the Plan or Other Benefit Obligation and that could have
                 an adverse economic consequence to Amherst.
            
            (iii)     Amherst, with respect to all Company Plans, Company
                 Other Benefits Obligations, and Company VEBAs, are, and
                 each Company Plan, Company Other Benefit Obligation, and
                 Company VEBA is, in material compliance with ERISA, the
                 IRC, and other applicable Laws including the provisions
                 of such Laws expressly mentioned in this Section 3.15,
                 and with any applicable collective bargaining agreement.
  
  3.16 COMPLIANCE WITH LEGAL REQUIREMENTS; GOVERNMENTAL  AUTHORIZATIONS
       
       (a)       (i)  Except as disclosed in the Amherst Disclosure
                 Letter, each of Amherst and its Subsidiaries is, and at
                 all times since January 1, 1991 has been, in compliance
                 in all material respects with each Legal Requirement
                 that is or was applicable to it or to the conduct or
                 operation of its business or the ownership or use of any
                 of its assets;
            
            (ii) Except as disclosed in the Amherst Disclosure Letter, to
                 Amherst's Knowledge, no event has occurred or
                 circumstance exists that (with or without notice or
                 lapse of time) (A) may constitute or result in a
                 violation by Amherst of, or a failure on the part of
                 Amherst to comply with, any Legal Requirement material
                 to its operations, or (B) may give rise to any
                 obligation on the part of Amherst to undertake, or to
                 bear all or any portion of the cost of, any remedial
                 action of any nature which is material to Amherst's
                 operations; and
            
            (iii)     Except as disclosed in the Amherst Disclosure
                 Letter, Amherst has not received, at any time since
                 January 1, 1991, any written notice from any
                 Governmental Body or any other Person regarding (A) any
                 actual or alleged violation of, or failure to comply
                 with, any Legal Requirement, or (B) any actual, alleged,
                 possible, or potential obligation on the part of Amherst
                 to undertake, or to bear all or any portion of the cost
                 of, any remedial action of any nature arising out of any
                 Legal Requirement.
       
       (b)  The Amherst Disclosure Letter includes an accurate list of
            each material Governmental Authorization that is held by
            Amherst or its Subsidiaries.  Each Governmental Authorization
            listed in the Amherst Disclosure Letter is valid and in full
            force and effect.  Except as set forth in the Amherst
            Disclosure Letter:
            
            (i)  Each of Amherst and its Subsidiaries is, and at all
                 times since January 1, 1991 has been, in full compliance
                 with all of the terms and requirements of each material
                 Governmental Authorization identified in the Amherst
                 Disclosure Letter;
            
            (ii) To Amherst's Knowledge, no event has occurred or
                 circumstance exists that may (with or without notice or
                 lapse of time) (A) constitute or result directly or
                 indirectly in a violation of or a failure to comply with
                 any term or requirement of any material Governmental
                 Authorization, or (B) result directly or indirectly in
                 the revocation, withdrawal, suspension, cancellation, or
                 termination of, or any modification to, any material
                 Governmental Authorization;
            
            (iii)     Neither Amherst nor any of its Subsidiaries has
                 received, at any time since January 1, 1991, any written
                 notice from any Governmental Body or any other Person
                 regarding (A) any actual or alleged failure to comply
                 with any term or requirement of any Governmental
                 Authorization, or (B) any actual or proposed,
                 revocation, withdrawal, suspension, cancellation,
                 termination of, or modification to any Governmental
                 Authorization; and
            
            (iv) All applications required to have been filed for the
                 renewal of the Governmental Authorizations have been
                 duly filed on a timely basis with the appropriate
                 Governmental Bodies, and all other filings required to
                 have been made with respect to such Governmental
                 Authorizations have been duly made on a timely basis
                 with the appropriate Governmental Bodies.
  
  Each of Amherst, its Subsidiaries and ASI have received all of the
  Governmental Authorizations necessary to permit Amherst to lawfully
  conduct and operate its business in the manner it is currently
  conducted and operate such business and to permit Amherst to own and
  use its assets in the manner in which it currently owns and uses such
  assets.
  
  3.17 LEGAL PROCEEDINGS; ORDERS
       
       (a)  Except as disclosed in the Amherst Disclosure Letter or in
            this Agreement, there is no pending Proceeding:
            
            (i)  that has been commenced by or against Amherst or any of
                 its Subsidiaries; or
            
            (ii) that challenges, or that may have the effect of
                 preventing, delaying, making illegal, or otherwise
                 interfering with, any of the Contemplated Transactions.
  
  To the Knowledge of Amherst, no such Proceeding has been Threatened.
       
       (b)  Except as set forth in the Amherst Disclosure Letter or any
            Exhibit hereto:
            
            (i)  there is no Order to which Amherst, it Subsidiaries, or
                 any of the material assets owned or used by Amherst or
                 its Subsidiaries , is subject; and
            
            (ii) to the Knowledge of Amherst, no officer, director,
                 agent, or employee of Amherst or its Subsidiaries is
                 subject to any Order that prohibits such officer,
                 director, agent, or employee from engaging in or
                 continuing any conduct, activity, or practice relating
                 to the business of Amherst.
       
       (c)  Except as set forth in the Amherst Disclosure Letter or
            herein:
            
            (i)  each of Amherst and its Subsidiaries is, and at all
                 times since January 1, 1991 has been, in full compliance
                 with all of the terms and requirements of each Order to
                 which it, or any of the material assets owned or used by
                 it, is or has been subject;
            
            (ii) To Amherst's Knowledge, no event has occurred or
                 circumstance exists that may constitute or result in
                 (with or without notice or lapse of time) a violation of
                 or failure to comply with any term or requirement of any
                 Order to which Amherst, its Subsidiaries, or any of the
                 material assets owned or used by Amherst or its
                 Subsidiaries, is subject; and
            
            (iii)     each of Amherst and its Subsidiaries has not
                 received, at any time since January 1, 1991, any
                 material written notice from any Governmental Body or
                 any other Person regarding any actual or alleged
                 violation of, or failure to comply with, any term or
                 requirement of any Order to which Amherst, its
                 Subsidiaries, or any of the material assets owned or
                 used by Amherst or it Subsidiaries, is or has been
                 subject.
  
  3.18 ABSENCE OF CERTAIN CHANGES AND EVENTS
  
  Since the date of the Interim Balance Sheet (or such other date as may
  be set forth below), except as disclosed in the Amherst Disclosure
  Letter or otherwise disclosed herein, or contemplated by this
  Agreement, Amherst has conducted its businesses only in the Ordinary
  Course of Business and there has not been any:
       
       (a)  change in Amherst's authorized or issued capital stock; grant
            of any stock option or right to purchase shares of capital
            stock of Amherst; issuance of any security convertible into
            such capital stock; grant of any registration rights;
            purchase, redemption, retirement, or other acquisition by
            Amherst of any shares of any such capital stock; or
            declaration or payment of any dividend or other distribution
            or payment in respect of shares of capital stock;
       
       (b)  amendment to the Organizational Documents of Amherst other
            than in connection with the transactions contemplated by the
            Amherst Agreements;
       
       (c)  payment of bonuses since the date of the Interim Balance
            Sheet or increases by Amherst of any bonuses, salaries, or
            other compensation to any stockholder, director, officer or
            employee or entry into any employment, severance, or similar
            Contract with any director, officer, or employee since
            November 14, 1998;
       
       (d)  adoption of, or increase in the payments to or benefits
            under, any profit sharing, bonus, deferred compensation,
            savings, insurance, pension, retirement, or other employee
            benefit plan for or with any employees of Amherst;
       
       (e)  damage to or destruction or loss of any asset or property of
            Amherst, whether or not covered by insurance, materially and
            adversely affecting the properties, assets, business or
            financial condition of Amherst and its Subsidiaries, taken as
            a whole;
       
       (f)  entry into, termination of, or receipt of written notice of
            termination of (i) any material license, distributorship,
            dealer, sales representative, joint venture, credit, or
            similar agreement, or (ii) any Contract or transaction
            involving a total remaining commitment by or to Amherst of at
            least $10,000;
       
       (g)  sale (other than sales of inventory in the Ordinary Course of
            Business), lease, or other disposition of any material asset
            or property of Amherst or mortgage, pledge, or imposition of
            any lien or other encumbrance on any material asset or
            property of Amherst (other than Permitted Encumbrances),
            including the sale, lease, or other disposition of any of the
            Intellectual Property Assets;
       
       (h)  cancellation or waiver of any claims or rights with a value
            to Amherst in excess of $10,000;
       
       (i)  material change in the accounting methods used by Amherst; or
       
       (j)  agreement, whether oral or written, by Amherst to do any of
            the foregoing.
  
  3.19 CONTRACTS; NO DEFAULTS
       
       (a)  The Amherst Disclosure Letter includes a list of:
            
            (i)  each Applicable Contract that involves performance of
                 services or delivery of goods or materials by Amherst of
                 an amount or value in excess of $25,000;
            
            (ii) each Applicable Contract that involves performance of
                 services or delivery of goods or materials to Amherst of
                 an amount or value in excess of $25,000;
            
            (iii)     each Applicable Contract that was not entered into
                 in the Ordinary Course of Business or that involves
                 expenditures or receipts of Amherst in excess of
                 $25,000;
            
            (iv) each lease, rental or occupancy agreement, license,
                 installment and conditional sale agreement, and other
                 Applicable Contract affecting the ownership of, leasing
                 of, title to, use of, or any leasehold or other interest
                 in, any real or personal property (except personal
                 property leases and installment and conditional sales
                 agreements having a value per item or aggregate payments
                 of less than $10,000);
            
            (v)  each licensing agreement or other Applicable Contract
                 with respect to patents, trademarks, copyrights, or
                 other intellectual property, including agreements with
                 current or former employees, consultants, or contractors
                 regarding the appropriation or the non-disclosure of any
                 of the Intellectual Property Assets;
            
            (vi) each collective bargaining agreement and other
                 Applicable Contract to or with any labor union or other
                 employee representative of a group of employees;
            
            (vii)     each joint venture, partnership, and other
                 Applicable Contract (however named) involving a sharing
                 of profits, losses, costs, or liabilities by Amherst
                 with any other Person;
            
            (viii)    each Applicable Contract containing covenants that
                 in any way purport to restrict the business activity of
                 Amherst or any Subsidiary or limit the freedom of
                 Amherst or any Subsidiary to engage in any line of
                 business or to compete with any Person;
            
            (ix) each Applicable Contract providing for payments to or by
                 any Person based on sales, purchases, or profits, other
                 than direct payments for goods;
            
            (x)  each power of attorney given by Amherst or any
                 Subsidiary that is currently effective and outstanding;
            
            (xi) each Applicable Contract entered into other than in the
                 Ordinary Course of Business that contains or provides
                 for an express undertaking by Amherst to be responsible
                 for consequential damages;
            
            (xii)     each Applicable Contract for capital expenditures
                 in excess of $25,000;
            
            (xiii)    each written warranty, guaranty, and or other
                 similar undertaking with respect to contractual
                 performance extended by Amherst other than in the
                 Ordinary Course of Business; and
            
            (xiv)     each amendment, supplement, and modification
                 (whether oral or written) in respect of any of the
                 foregoing.
       
       (b)  Except as set forth in the Amherst Disclosure Letter:
            
            (i)  to the Knowledge of Amherst, ASI (and no Related Person
                 of ASI) has not nor may not acquire any rights under,
                 and ASI has not nor may not become subject to any
                 obligation or liability under any Contract that relates
                 to the business of, or any of the assets owned or used
                 by, Amherst; and
            
            (ii) to the Knowledge of Amherst, no officer, director,
                 agent, employee, consultant, or contractor of Amherst is
                 bound by any Contract that  purports to limit the
                 ability of such officer,  director, agent, employee,
                 consultant, or contractor  to (A) engage in or continue
                 any conduct, activity,  or practice relating to the
                 business of Amherst, or (B)  assign to Amherst or to any
                 other Person any rights to  any invention, improvement,
                 or discovery relating to the business of Amherst.
       
       (c)  Except as set forth in the Amherst Disclosure Letter,
            
            (i)  Amherst is, and at all times since January 1, 1995 has
                 been, in full compliance with all applicable terms and
                 requirements of each Applicable Contract under which
                 Amherst has or had any obligation or liability or by
                 which Amherst or any of the assets owned or used by
                 Amherst is or was bound, specifically including, but not
                 limited to, "Year 2000" compliance within the meaning of
                 the United States of America Federal Acquisition
                 Regulation (for the period after the adoption of such
                 regulation), and any like and applicable legal
                 requirements;
            
            (ii) to the Knowledge of Amherst, each other Person that has
                 or had any obligation or liability under any Applicable
                 Contract is, and at all times since January 1, 1991 has
                 been, in full compliance with all applicable terms and
                 requirements of such Applicable Contract;
            
            (iii)     to the Knowledge of Amherst, no event has occurred
                 or circumstance exists that (with or without notice or
                 lapse of time) may contravene, conflict with, or result
                 in a violation or breach of, or give Amherst or other
                 Person the right to declare a default or exercise any
                 remedy under, or to accelerate the maturity or
                 performance of, or to cancel, terminate, or modify, any
                 Applicable  Contract; and
            
            (iv) Amherst has not given to or received from any other
                 Person, at any time since January 1, 1991, any written
                 notice regarding any actual or alleged, material
                 violation or breach of, or default under, any Applicable
                 Contract, excluding written notices of matters which
                 were fully resolved.
       
       (d)  There are no renegotiations of, attempts to renegotiate, or
            outstanding rights to renegotiate any material amounts paid
            or payable to Amherst under current or completed Applicable
            Contracts with any Person and, to the Knowledge of Amherst,
            no such Person has made written demand for such
            renegotiation.
       
       (e)  To the Knowledge of Amherst, the Applicable Contracts
            relating to the sale, design, manufacture, or provision of
            products or services by Amherst have been entered into in the
            Ordinary Course of Business and have been entered into
            without the commission of any act alone or in concert with
            any other Person, or any consideration having been paid or
            promised, that is or would be in violation of any Legal
            Requirement.
       
       (f)  The Amherst Disclosure Letter contains the current Reasonable
            Best Estimate of Amherst, as of October 31, 1998, of the
            "cost to complete" for each Applicable Contract pursuant to
            which Amherst is required to perform services or deliver
            products.  Except as provided in the Amherst Disclosure
            Letter, none of such Contracts has accrued or, in the
            Reasonable Best Estimate of Amherst, is expected by Amherst
            to result in any losses.
       
       (g)  There are no Applicable Contracts between Amherst and a
            Governmental Body which contain material terms which cannot
            be disclosed to CRI prior to the Closing because of security
            restrictions imposed by the Governmental Body.
       
       (h)  With respect to each and every material Government Contract
            or bid to obtain a material Government Contract to which
            Amherst is a party and except as set forth in the Amherst
            Disclosure Letter:  (i) Amherst has fully complied with all
            material terms and conditions of such Government Contract or
            bid for a Government Contract as required as of the date
            hereof and as of the Closing Date; (ii) Amherst has fully
            complied with all material requirements of statute, rule or
            regulation pertaining to such Government Contract or bid for
            a Government Contract; (iii) all representations and
            certifications executed with respect to such Government
            Contract were accurate in every material respect as of their
            effective date and Amherst has fully complied with all such
            representations and certifications in every material respect;
            and (iv) no termination or default, cure notice or show cause
            notice has been issued in writing or, to the Knowledge of
            Amherst, will be issued.
  
       (i)  To the Knowledge of Amherst, (i) none of Amherst's employees,
            consultants or agents is (or during the last three years has
            been) under administrative, civil or criminal investigation,
            indictment or information by any Governmental Body, (ii)
            there is not any pending audit or investigation of Amherst,
            its officers, employees or representatives nor within the
            last three years has there been any audit or investigation of
            Amherst, officers, employees or representatives resulting in
            a material adverse finding with respect to any alleged
            irregularity, misstatement or omission arising under or
            relating to any Government Contract or bid; and (iii) during
            the last three years, Amherst has not made a voluntary
            disclosure to the U.S. Government or any non-U.S. government,
            with respect to any alleged irregularity, misstatement or
            omission arising under or relating to a Government Contract
            or bid.  Amherst has not had any irregularities,
            misstatements or omissions arising under or relating to any
            Government Contract or bid that has led or is expected to
            lead, either before or after the Closing Date, to any of the
            consequences set forth in clause (i) or (ii) of the
            immediately preceding sentence or any other material damage,
            penalty assessment, recoupment of payment or disallowance of
            cost.
       
       (j)  There are (i) no outstanding claims against Amherst either by
            the U.S. Government or by any non-U.S. government or by any
            prime contractor, subcontractor, vendor or other third party,
            arising under or relating to any Government Contract or bid
            referred to in the Amherst Disclosure Letter and (ii) no
            disputes between Amherst and the U.S. Government or any non-
            U.S. Government under the Contract Disputes Act or any other
            Federal statute or between Amherst and any prime contractor,
            subcontractor or vendor arising under or relating to any such
            Government Contract or bid.  To the Knowledge of Amherst,
            there are no facts that could reasonably be expected to
            result in a claim or a dispute under clause (i) or (ii) of
            the immediately preceding sentence.
  
       (k)  Neither Amherst nor, to the Knowledge of Amherst, any of its
            employees, consultants or agents is (or during the last three
            years has been) suspended or debarred from doing business
            with the U.S. Government or any non-U.S. government or is (or
            during such period was) the subject of a finding of non-
            responsibility or ineligibility for U.S. Government or non-
            U.S. government contracting.  Amherst and its affiliates
            conducted their operations in material compliance with all
            requirements of all material laws pertaining to all
            Government Contracts and bids.
  
       (l)  No statement, representation or warranty made by Amherst in
            any Government Contract, any exhibit thereto or in any
            certificate, statement, list, schedule thereto or other
            document submitted or furnished to the U.S. Government or any
            non-U.S. government in connection with any Government
            Contract or bid (i) contained on the date so furnished or
            submitted any untrue statement of a material fact, or failed
            to state a material fact necessary to make the statements
            contained therein, in light of the circumstances in which
            they were made, not misleading or (ii) contains on the date
            hereof any untrue statement of a material fact, or fails to
            state a material fact necessary to make the statements
            contained therein, in light of the circumstances in which
            they are made, not misleading, except in the case of both
            clauses (i) and (ii) any untrue statement or failure to state
            a material fact that would not result in any material
            liability to Amherst as a result of such untrue statement or
            failure to state a material fact.
  
  A list of all Applicable Contracts to which Amherst became a party
  between the date of this Agreement and the Closing Date shall be
  provided to CRI on or before the Closing.
  
  3.20 INSURANCE
       
       (a)  The Amherst Disclosure Letter includes:
            
            (i)  a true and complete list of all policies of insurance to
                 which Amherst is a party or under which Amherst, is or
                 has been covered at any time within the two (2) years
                 preceding the date of this Agreement;
            
            (ii) a true and complete list of all pending applications for
                 policies of insurance; and
            
            (iii)     any statement made in writing by the auditor of
                 Amherst's financial statements during the past two (2)
                 years with regard to the adequacy of such entity's
                 coverage or of the reserves for claims.
       
       (b)  The Amherst Disclosure Letter identifies or contains:
            
            (i)  any self-insurance arrangement relating to benefits for
                 Amherst employees, or for the employees of a Subsidiary,
                 including any reserves established thereunder;
            
            (ii) any Contract, other than a policy of insurance, for the
                 transfer or sharing of any casualty loss by Amherst;
            
            (iii)     all material obligations of Amherst to third
                 parties with respect to insurance (including such
                 obligations under leases and service agreements) and
                 identification of the policy under which such coverage
                 is provided.
            
            (iv) a summary of the loss experience under each policy since
                 January 1, 1995;
            
            (v)  a statement describing each outstanding claim since
                 January 1, 1995 under an insurance policy for an amount
                 in excess of $10,000, which sets forth:
                 
                 (A)  the name of the claimant;
                 
                 (B)  a description of the policy by insurer, type of
                      insurance, and period of coverage; and
                 
                 (C)  the amount and a brief description of the claim;
                      and
            
            (vi) all policies to which Amherst is a party or that provide
                 coverage to either  Amherst, or any director or officer
                 of Amherst in their capacity as a director or officer:
                 (A)  are valid, outstanding, and enforceable;  (B)  are
                 issued by an insurer that is financially  sound and
                 reputable; (C)  are sufficient for compliance with all
                 Legal  Requirements and Contracts to which Amherst is a
                 party  or by which any of them is bound;  (D)  will
                 continue in full force and effect in  accordance with
                 their terms following the  consummation of the
                 Contemplated Transactions  provided that all premiums
                 coming due after the  Closing are timely paid;
       
       (c)  Since January 1, 1995, Amherst and/or ASI have not received
            (A) any refusal of coverage or any notice that a defense will
            be afforded with reservation of rights, or (B) any notice of
            cancellation or any other indication that any insurance
            policy is no longer in full force or effect or will not be
            renewed or that the issuer of any policy is not willing or
            able to perform its obligations thereunder.
       
       (d)  Amherst has paid all premiums due, and has otherwise
            performed, in all material respects, all of its obligations,
            under each policy to which Amherst is a party or that
            provides coverage to Amherst.
       
       (e)  To the Knowledge of Amherst, Amherst has given notice to the
            insurer of all material claims that may be insured thereby.
  
  3.21           ENVIRONMENTAL, HEALTH AND SAFETY MATTERS
       
       (a)  All representations and warranties of Amherst relative to
            Environmental, Health and Safety Matters shall be governed
            exclusively by this Section 3.21.
       
       (b)  Except as set forth in the Amherst Disclosure Letter:
            
            (i)  Each of Amherst and its Subsidiaries is, and at all
                 times has been, in full compliance with, and has not
                 been and is not in material violation of, any
                 Environmental Law.  Amherst has not received any actual
                 or, to the Knowledge of Amherst, Threatened order,
                 notice, or other communication from (i) any Governmental
                 Body or private citizen acting in the public interest,
                 or (ii) the current or prior owner or operator of any
                 Facilities, of any actual or potential material
                 violation or failure to materially comply with any
                 Environmental Law, or of any actual or Threatened
                 obligation to undertake or bear the cost of any
                 Environmental, Health, and Safety Liabilities with
                 respect to any of the Facilities or any other properties
                 or assets (whether real, personal, or mixed) in which
                 Amherst or any of its Subsidiaries has had an interest,
                 or with respect to any property or Facility at or to
                 which Hazardous Materials were generated, manufactured,
                 refined, transferred, imported, used, or processed by
                 Amherst or any of its Subsidiaries, or any other Person
                 for whose conduct it is or may be held responsible, or
                 from which Hazardous Materials have been transported,
                 treated, stored, handled, transferred, disposed,
                 recycled, or received.
            
            (ii) There are no pending or, to the Knowledge of Amherst,
                 Threatened claims, resulting from any Environmental,
                 Health, and Safety Liabilities or arising under or
                 pursuant to any Environmental Law, with respect to or
                 affecting any of the Facilities or any other properties
                 and assets (whether real, personal, or mixed) in which
                 Amherst or any of its Subsidiaries has or had a fee or
                 leasehold interest.
            
            (iii)     Neither Amherst nor, to Amherst's Knowledge, any
                 other Person for whose conduct it is or may be held
                 responsible, received, any citation, directive, inquiry,
                 notice, Order, summons, warning, or other communication
                 that relates to Hazardous Activity, Hazardous Materials,
                 or any alleged, actual, or potential material violation
                 or failure to materially comply with any Environmental
                 Law, or of any alleged, actual, or potential obligation
                 to undertake or bear the cost of any Environmental,
                 Health, and Safety Liabilities with respect to any of
                 the Facilities or any other properties or assets
                 (whether real, personal, or mixed) in which Amherst or
                 any of its Subsidiaries had a fee or leasehold interest,
                 or with respect to any property or facility to which
                 Hazardous Materials generated, manufactured, refined,
                 transferred, imported, used, or processed by Amherst, or
                 any other Person for whose conduct they are or may be
                 held responsible, have been transported, treated,
                 stored, handled, transferred, disposed, recycled, or
                 received.
       
       (c)  Neither Amherst, nor any other Person for whose conduct it is
            or may be held responsible, has any Environmental, Health,
            and Safety Liabilities with respect to the Facilities or, to
            the Knowledge of Amherst, with respect to any other
            properties and assets (whether real, personal, or mixed) in
            which Amherst (or any predecessor), has or had an interest,
            or at any property geologically or hydrologically adjoining
            the Facilities or any such other property or assets.
       
       (d)  Except for small quantities maintained in commercial
            products, there are no Hazardous Materials present on, at, in
            or under the Facilities, including any Hazardous Materials
            contained in barrels, above or underground storage tanks,
            landfills, land deposits, dumps, equipment (whether moveable
            or fixed) or other containers, either temporary or permanent,
            and deposited or located in land, water, sumps, or any other
            part of the Facilities or incorporated into any structure
            therein or thereon.
       
       (e)  There has been no Release of any Hazardous Materials at or
            from the Facilities or at any other locations where any
            Hazardous Materials were generated, manufactured, refined,
            transferred, produced, imported, used, or processed from or
            by the Facilities, or from or by any other properties and
            assets (whether real, personal, or mixed) in which Amherst
            has or had a fee or leasehold interest.
       
       (f)  Amherst has made available to CRI true and complete copies
            and results of any reports, studies, analyses, tests, or
            monitoring possessed or initiated by Amherst pertaining to
            Hazardous Materials or Hazardous Activities in, on, or under
            the Facilities, or concerning compliance by Amherst, or any
            other Person for whose conduct Amherst is or may be held
            responsible, with Environmental Laws.
  
  3.22 EMPLOYEES
       
       (a)  The Amherst Disclosure Letter includes a complete and
            accurate list of the following information for each employee
            of Amherst or its Subsidiaries, including each employee on
            leave of absence or layoff status: employer; name; job title;
            current compensation paid or payable and any change in
            compensation since November 14, 1998; vacation accrued; and
            service credited for purposes of vesting and eligibility to
            participate under Amherst's Employee Pension Benefit Plans or
            Employee Welfare Benefit Plans, or any other employee benefit
            plan.  Within the one hundred eighty (180) days preceding the
            date hereof, Amherst has not laid-off or otherwise terminated
            without cause more than five (5) of its employees.
       
       (b)  To the Knowledge of Amherst, no employee of Amherst or any
            Subsidiary is a party to, or is otherwise bound by, any
            agreement or arrangement, including any confidentiality,
            noncompetition, or proprietary rights agreement, between
            such employee  and any other Person ("Proprietary Rights
            Agreement") that in any way adversely affects or will affect
            (i) the performance of his duties as an employee of Amherst
            or such Subsidiary, or (ii) the ability of Amherst or such
            Subsidiary to conduct its business, including any
            Proprietary Rights Agreement with Amherst by any such
            employee.  To the Knowledge of Amherst, except as has been,
            or will be prior to Closing, disclosed to CRI, no officer,
            or other key employee of Amherst intends to terminate his
            employment with Amherst.
       
       (c)  The Amherst Disclosure Letter includes a complete and
            accurate list of the following information for each retired
            employee or director of Amherst, or their dependents,
            receiving benefits or scheduled to receive benefits in the
            future: name, pension benefit, pension option election,
            retiree medical insurance coverage, retiree life insurance
            coverage, and other benefits.
  
  3.23 LABOR RELATIONS; COMPLIANCE
  
  Neither Amherst nor any Subsidiaries has been nor is currently a party
  to any collective bargaining or other labor Contract.  There has not
  been and there currently is not presently pending or existing, and
  there is not Threatened, (a) any strike, slowdown, picketing, work
  stoppage, or employee grievance process, (b) any Proceeding against
  Amherst relating to the alleged violation of any Legal Requirement
  pertaining to labor relations or employment matters, including any
  charge or complaint filed by an employee of Amherst or any Subsidiary
  or union with the National Labor Relations Board, the Equal Employment
  Opportunity Commission, or any comparable Governmental Body,
  organizational activity, or other labor or employment dispute against
  any of Amherst or any Subsidiary, or (c) any application for
  certification of a collective bargaining agent.  No event has occurred
  or circumstance exists that could provide the basis for any work
  stoppage or other labor dispute.  There is no lockout of any employees
  by Amherst, and no such action is contemplated by Amherst. Amherst has
  complied in all respects with all material Legal Requirements relating
  to employment, equal employment opportunity, nondiscrimination,
  immigration, wages, hours, benefits, collective bargaining, the payment
  of social security and similar taxes, occupational safety and health,
  and plant closing. Amherst is not liable for the payment of any
  compensation, damages, taxes, fines, penalties, or other amounts,
  however designated, for failure to comply with any of the foregoing
  Legal Requirements.
  
  3.24 INTELLECTUAL PROPERTY
       
       (a)  Intellectual Property Assets--The term "Intellectual Property
            Assets" includes:
            
            (i)  the name "Amherst Systems, Inc.", all fictional business
                 names, trading names, registered and unregistered
                 trademarks, service marks, and applications
                 (collectively, "Marks");
            
            (ii) all patents, patent applications, and inventions and
                 discoveries that may be patentable (collectively,
                 "Patents");
            
            (iii)     all copyrights in both published works and
                 unpublished works (collectively, "Copyrights");
            
            (iv) all rights in mask works (collectively, "Rights in Mask
                 Works"); and
            
            (v)  all know-how, trade secrets, confidential information,
                 customer lists, software, technical information, data,
                 process technology, plans, drawings, and blue prints
                 (collectively, "Trade Secrets"); owned, used, or
                 licensed by Amherst as licensee or licensor.
       
       (b)  List--Amherst has, or will prior to Closing, provide to CRI a
            complete and accurate list of any material Intellectual
            Property Assets, other than Trade Secrets, owned or used by
            Amherst (or any of its Subsidiaries) in its business, except
            for any license implied by the sale of a product and
            perpetual, paid-up licenses for commonly available software
            programs under which Amherst (or any of its Subsidiaries) is
            the licensee.  There are no outstanding and, to Amherst's
            Knowledge, no Threatened disputes or disagreements with
            respect to any such Intellectual Property Assets.
       
       (c)  Know-How Necessary for the Business
            
            (i)  The Intellectual Property Assets , which have been or
                 will be made available to CRI prior to Closing, are all
                 those necessary for the operation of Amherst's
                 businesses as they are currently conducted.  Amherst is
                 the owner or lawful user of each of the Intellectual
                 Property Assets, subject to any limitations set forth in
                 the Amherst Disclosure Letter.
            
            (ii) All former and current employees of Amherst who have
                 been employed since January 1, 1995 have executed
                 written Contracts with Amherst that assign to Amherst
                 all rights to any inventions, improvements, discoveries,
                 or information relating to the business of Amherst.  To
                 the Knowledge of Amherst, no key employee of Amherst has
                 entered into any Contract that restricts or limits in
                 any way the scope or type of work in which the employee
                 may be engaged or requires the employee to transfer,
                 assign, or disclose information concerning his work to
                 anyone other than Amherst.
       
       (d)  Patents
            
            (i)  Amherst has provided, or will provide prior to Closing,
                 a complete and accurate list and summary description of
                 all patents issued to Amherst (or any of its
                 Subsidiaries).  Amherst is the owner of all right,
                 title, and interest in and to each of the patents, free
                 and clear of all liens, security interests, charges,
                 encumbrances, entities, and other adverse claims.
            
            (ii) All of the Patents issued to, Amherst or any Subsidiary,
                 are currently in compliance with formal legal
                 requirements (including payment of filing, examination,
                 and maintenance fees and proofs of working or use), are
                 valid and enforceable, and are not subject to any
                 maintenance fees or taxes or actions falling due within
                 ninety days after the Closing Date.
            
            (iii)     No Patent issued to Amherst has been or is now
                 involved in any interference, reissue, reexamination, or
                 opposition proceeding. To Amherst's Knowledge, there is
                 no potentially interfering patent or patent application
                 of any third party.
            
            (iv) No Patent issued to Amherst is infringed or, to
                 Amherst's Knowledge, has been challenged or threatened
                 in any way.  To the Knowledge of Amherst, none of the
                 products manufactured and sold, nor any process or know-
                 how used, by Amherst infringes or is alleged to infringe
                 any patent or other proprietary right of any other
                 Person.
            
            (v)  All products made, used, or sold under the Patents
                 issued to Amherst have been marked with the proper
                 patent notice.
       
       (e)  Trademarks
            
            (i)  The trade names "Amherst Systems", "RetailTrak",
                 "Spiritrak", "Telemus" and "Amherst Systems
                 International" are the only Marks used by Amherst.
            
            (ii) No Marks  have been registered by Amherst with the
                 United States Patent and Trademark Office other than
                 Spiritrak.
       
       (f)  Copyrights
            
            Amherst has all copyrights granted by law with respect
            original works created by Amherst.
       
       (g)  Trade Secrets
            
            (i)  Amherst has taken commercially reasonable precautions to
                 protect the secrecy, confidentiality, and value of its
                 material Trade Secrets.
            
            (ii) Amherst has good title or the lawful right to use the
                 Trade Secrets.  Except for Trade Secrets made available
                 by customers, the material Trade Secrets owned by
                 Amherst are not part of the public knowledge or
                 literature.  No material Trade Secret owned by Amherst
                 is subject to any adverse claim or, to the Knowledge of
                 Amherst, has been challenged or threatened in any way.
  
  3.25 CERTAIN PAYMENTS
  
  Neither Amherst (nor any of its Subsidiaries) nor any director,
  officer, or to Amherst's Knowledge, any agent, or employee of Amherst
  (or any of its Subsidiaries) any other Person associated with or acting
  for or on behalf of Amherst (or any of its Subsidiaries), has directly
  or indirectly (a) made any contribution, gift, bribe, rebate, payoff,
  influence payment, kickback, or other payment to any Person, private or
  public, regardless of form, whether in money, property, or services in
  violation of any Legal Requirement, (b) established or maintained any
  fund or asset that has not been recorded in the books and records of
  Amherst.
  
  3.26 DISCLOSURE
  
  Neither this Agreement nor the Amherst Disclosure Letter, any Schedule
  or other documents and written information furnished by or on behalf of
  Amherst to the CRI in connection with this Agreement and the
  Contemplated Transactions contains any untrue statement of a material
  fact or omits to state any material fact necessary to make the
  statements contained herein or therein not misleading.
  
  3.27 RELATIONSHIPS WITH RELATED PERSONS
  
  To the Knowledge of Amherst, except as set forth in the Amherst
  Disclosure Letter, neither ASI nor any previous shareholder of Amherst
  nor any Related Person of such Persons has, or has had, any interest in
  any property (whether real, personal, or mixed and whether  tangible or
  intangible), used in or pertaining to Amherst's businesses.  To the
  Knowledge of Amherst, except as set forth in the Amherst Disclosure
  Letter, neither Amherst nor any Related Person of ASI or of Amherst is,
  or has owned (of record or as a beneficial owner) an equity interest or
  any other financial or profit interest in, a Person that has (i) had
  business dealings or a material financial interest in any transaction
  with Amherst, or (ii) engaged in competition with Amherst with respect
  to any line of the products or services of Amherst (a "Competing
  Business") in any market presently served by Amherst except for less
  than  five percent (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.
  
  3.28 BROKERS OR FINDERS
  
  ASI, Amherst and their agents have incurred no obligation or liability,
  contingent or otherwise, for brokerage or finders' fees or agents'
  commissions or other similar payment in connection with this Agreement
  for which CRI could be responsible.
  
  3.29 BANKING RELATIONSHIPS
  
  The Amherst Disclosure Letter sets forth a complete and accurate
  description of all arrangements that Amherst and each Subsidiary has
  with any banks, savings and loan associations or other financial
  institutions providing for any accounts, including, without limitation,
  checking accounts, cash contribution accounts, safe deposit boxes,
  borrowing arrangements, certificates of deposit or otherwise,
  indicating in each case account numbers, if applicable, and the person
  or persons authorized to act or sign on behalf of Amherst or such
  Subsidiary in respect of any of the foregoing.  No person holds any
  power of attorney or similar authority from Amherst or any Subsidiary.
  
  
                                ARTICLE IV
                   REPRESENTATIONS AND WARRANTIES OF CRI
  
  CRI represents and warrants to Amherst as of the date hereof and as of
  the Closing as follows:
  
  4.1  ORGANIZATION AND GOOD STANDING
  
  CRI is a corporation duly organized, validly existing, and in good
  standing under the laws of the State of New York.
  
  4.2  AUTHORITY; NO CONFLICT
  
  This Agreement has been approved by CRI's Board of Directors and
  constitutes the legal, valid, and binding obligation of CRI,
  enforceable against CRI in accordance with its terms. Upon the
  execution and delivery by CRI of the Promissory Notes (including the
  Escrow Notes) and corporate certifications hereto (collectively, "CRI's
  Closing Documents"), CRI's Closing Documents will constitute the legal,
  valid, and binding obligations of CRI, enforceable against CRI in
  accordance with their respective terms.  Except as provided for in
  Section 4.3 below, CRI has the absolute and unrestricted right, power,
  and authority to execute and deliver this Agreement and CRI's Closing
  Documents and to perform its obligations under this Agreement and CRI's
  Closing Documents.
  
  4.3  TRANSACTION FINANCING
  
  CRI will use Commercially Reasonable Efforts to obtain a satisfactory
  financing commitments within thirty (30) days after the signing of this
  Agreement.  The obligation of CRI to complete the acquisition is
  subject to its obtaining firm commitments, at least three (3) days
  prior to Closing, for financing in the amount of at least thirty
  million and 00/100 dollars ($30,000,000) and on reasonable financial
  terms, conditions and pricing solely acceptable to CRI.  If CRI has not
  been able to obtain such financing commitments within thirty (30) days
  and has not waived such condition, any Party may terminate this
  Agreement on written notice.  If this Agreement is terminated because
  CRI is unable to obtain such financing, CRI will reimburse ASI for its
  reasonable out-of-pocket costs incurred in connection with the
  Contemplated Transactions up to $75,000.
  
  4.4  CERTAIN PROCEEDINGS
  
  There is no pending Proceeding that has been commenced against CRI and
  that challenges, or may have the effect of preventing, delaying, making
  illegal, or otherwise interfering with, any of the Contemplated
  Transactions. To CRI's Knowledge, no such Proceeding has been
  Threatened.
  
  4.5  INVESTMENT BANKING FEES
  
  CRI has utilized the services of the investment banking firm of
  Houlihan Lokey Howard & Zukin in relation to the Contemplated
  Transactions.  CRI, not Amherst or ASI, shall be solely responsible for
  any fees charged by Houlihan Lokey Howard & Zukin relative hereto.
  
  
                                 ARTICLE V
            COVENANTS OF AMHERST AND ASI PRIOR TO CLOSING DATE
  
  5.1  ACCESS AND INVESTIGATION
  
  Between the date of this Agreement and the Closing Date, Amherst, its
  Representatives, and ASI will (a) afford CRI and its Representatives
  and prospective lenders and their Representatives (collectively, "CRI's
  Advisors") full and free access to Amherst's personnel, customers,
  persons with whom it has a contractual relationship, properties
  (including subsurface testing), contracts, books and records, and other
  documents and data, (b) furnish CRI and CRI's Advisors with copies of
  all such contracts, books and records, and other existing documents and
  data as CRI may reasonably request, and (c) furnish CRI and CRI's
  Advisors with such additional financial, operating, and other data and
  information as CRI may reasonably request.  The access shall be
  provided during reasonable periods subject to reasonable advance notice
  and subject to any limitations on access imposed by governmental
  security regulations.
  
  5.2  OPERATION OF THE BUSINESSES OF AMHERST
  
  Between the date of this Agreement and the Closing Date, except as
  provided in the Amherst Disclosure Letter Amherst will:
       
       (a)  conduct the business of Amherst only in the Ordinary Course
            of Business subject to any actions outside of the Ordinary
            Course of Business which are approved by CRI, such approval
            not to be unreasonably withheld or delayed; and
       
       (b)  use its Commercially Reasonable Efforts to preserve intact
            the current business organization of Amherst, keep available
            the services of the current officers, employees, and agents
            of Amherst, and maintain the relations and good will with
            suppliers, customers, landlords, creditors, employees,
            agents, and others having business relationships with
            Amherst; and
       
       (c)  confer with CRI concerning operational matters of a material
            nature; and
       
       (d)  otherwise report periodically to CRI concerning the status of
            the business, operations, and finances of Amherst; and
       
       (e)  not without the prior written consent of CRI:
       
            (i)  change Amherst's certificate of incorporation, by-laws
            or other governing instruments, except as provided in Section
            3.18;
       
            (ii) borrow or agree to borrow any funds or guarantee or
            agree to guarantee the obligations of others, except in the
            Ordinary Course of Business, except in connection with
            financing the transactions contemplated by the Amherst
            Agreements;
       
            (iii)     except for the anticipated capital expenditures set
            forth in the Amherst Disclosure Letter, make any capital
            expenditure or commit itself to make any capital expenditure
            in excess of $25,000 individually or $50,000 in the
            aggregate;
       
            (iv) increase the rate of salary of any officer, director or
            employee;
       
            (v)  enter into any agreement, Contract or commitment or
            incur any Liability other than in the Ordinary Course of
            Business and consistent with its existing policies, except in
            connection with financing the transactions contemplated by
            the Amherst Agreements;
       
            (vi) waive any rights of substantial value affecting the
            Acquired Assets;
       
            (vii)     dispose of, permit to lapse, or otherwise fail to
            preserve any of its Intellectual Property Assets or other
            similar rights, dispose of or permit to lapse any license,
            permit or other form of authorization, or dispose of or
            disclose to any Person, other than an authorized
            representative of CRI, any customer list, trade secret,
            formula process or know-how;
       
            (viii)    make any change in any method of accounting or
            accounting practice or in the application of such method of
            accounting or account practice or make any change in
            accounting estimate;
       
            (ix) pay, loan or advance any amount to or in respect of, or
            sell, transfer or lease any assets (whether real, personal or
            mixed, tangible or intangible) to, or enter into any
            agreement, arrangement or transaction with, any of its
            officers or directors, any of its affiliates or associates or
            any Person in which it or any of its officers, directors,
            affiliates or associates, has any direct or indirect
            interest, except for (A) directors' fees and compensation to
            its officers and employees at rates not exceeding the rates
            of compensation in effect on the Balance Sheet Date and (B)
            advances made to employees for travel and other business
            expenses in reasonable amounts consistent with past practice;
       
            (x)  agree, whether in writing or otherwise, to take any
            action prohibited in this Section 5.2; or
       
            (xi) without limiting any of the foregoing, take or refrain
            from taking any action the result of which would render any
            representation or warranty made to CRI in or in connection
            with this Agreement inaccurate when deemed made on and as of
            the Closing Date, provided that Amherst shall have the
            opportunity to correct any such action during such period to
            the satisfaction of CRI.
  
  5.3  NEGATIVE COVENANT
  
  Except as otherwise expressly permitted by this Agreement, between the
  date of this Agreement and the Closing Date, Amherst and ASI will not,
  and will cause Amherst not to, without the prior consent of CRI, take
  any affirmative action, or fail to take any reasonable action within
  their or its control, as a result of which any of the changes or events
  listed in Section 3.18 is likely to occur.
  
  5.4  REQUIRED APPROVALS
  
  As promptly as practicable after the date of this Agreement, ASI will,
  and will cause Amherst to, obtain approval of Amherst's Board of
  Directors and stockholders, to the extent these may be required, and to
  make all filings required by Legal Requirements to be made by them in
  order to consummate the Contemplated Transactions (including all
  filings under the HSR Act, if applicable). Between the date of this
  Agreement and the Closing Date, Amherst and ASI will, and will cause
  Amherst to, (a) cooperate with CRI with respect to all filings that CRI
  elects to make or is required by Legal Requirements to make in
  connection with the Contemplated Transactions, and (b) cooperate with
  CRI in obtaining all consents required by this Agreement (including
  taking all actions requested by CRI to cause early termination of the
  applicable waiting period under the HSR Act).
  
  5.5  NOTIFICATION
  
  Between the date of this Agreement and the Closing Date, Amherst and
  ASI will promptly notify CRI in writing if ASI or Amherst becomes aware
  of any fact or condition that causes or constitutes a material Breach
  of any of Amherst's and/or ASI's representations and warranties as of
  the date of this Agreement, or if Amherst or ASI has Knowledge of the
  occurrence after the date of this Agreement of any fact or condition
  that would (except as expressly contemplated by this Agreement) cause
  or constitute a material Breach of any such representation or warranty
  had such representation or warranty been made as of the time of
  occurrence or discovery of such fact or condition.  During the same
  period, Amherst and/or ASI will promptly notify CRI of the occurrence
  of any material Breach of any covenant of Amherst and/or ASI in this
  Article V or of the occurrence of any event that may make the
  satisfaction of the conditions in Article VII impossible or unlikely.
  
  5.6  PAYMENT OF INDEBTEDNESS BY RELATED PERSONS
  
  Except as expressly provided in this Agreement, ASI will cause all
  indebtedness owed to Amherst by any affiliate or Related Person of
  Amherst (other than a Subsidiary) to be paid in full prior to Closing.
  
  5.7  NO NEGOTIATION
  
  Until such time, if any, as this Agreement is terminated pursuant to
  Section 2.6 or Article IX, Amherst and/or ASI will not, and will cause
  Amherst and each of their Representatives not to, directly or
  indirectly solicit, initiate, or encourage any inquiries or proposals
  from, discuss or negotiate with, provide any non-public information to,
  or consider the merits of any unsolicited inquiries or proposals from,
  any Person (other than CRI) relating to any transaction involving the
  sale of the business or assets (other than in the Ordinary Course of
  Business) of Amherst, or any of the capital stock of Amherst, or any
  merger, consolidation, business combination, or similar transaction
  involving Amherst.
  
  5.8  COMMERCIALLY REASONABLE EFFORTS
  
  Between the date of this Agreement and the Closing Date, Amherst and
  ASI will use Commercially Reasonable Efforts to cause the conditions in
  Articles VII and VIII to be satisfied.
                                     
                                     
                                ARTICLE VI
                  COVENANTS OF CRI PRIOR TO CLOSING DATE
  
  6.1  APPROVALS OF GOVERNMENTAL BODIES
  
  As promptly as practicable after the date of this Agreement, CRI will,
  and will cause each of its Related Persons to, make all filings
  required by Legal Requirements to be made by them to consummate the
  Contemplated Transactions (including filings under the HSR Act).
  Between the date of this Agreement and the Closing Date, CRI will, and
  will cause each Related Person to, cooperate with ASI with respect to
  all filings that ASI is required by Legal Requirements to make in
  connection with the Contemplated Transactions, and (ii) cooperate with
  ASI in obtaining all necessary consents provided that this Agreement
  will not require CRI to dispose of or make any change in any portion of
  its business or to incur any other burden to obtain a Governmental
  Authorization.
  
  6.2  COMMERCIALLY REASONABLE EFFORTS
  
  Except as set forth in the proviso to Section 6.1, between the date of
  this Agreement and the Closing Date, CRI will use Commercially
  Reasonable Efforts to cause the conditions in Articles VII and VIII to
  be satisfied.
  
  6.3  NOTIFICATION
  
  Between the date of this Agreement and the Closing Date, CRI will
  promptly notify Amherst and ASI in writing if any executive officers of
  CRI become aware of any fact or condition that causes or constitutes a
  material Breach of any of CRI's representations and warranties as of
  the date of this Agreement, or if any executive officer of CRI has
  Knowledge of the occurrence after the date of this Agreement of any
  fact or condition that would (except as expressly contemplated by this
  Agreement) cause or constitute a material Breach of any such
  representation or warranty had such representation or warranty been
  made as of the time of occurrence or discovery of such fact or
  condition.  During the same period, CRI will promptly notify Amherst
  and ASI of the occurrence of any material Breach of any covenant of CRI
  in this Article VI or of the occurrence of any event that may make the
  satisfaction of the conditions in Article VIII impossible or unlikely.
  
  
  
                                ARTICLE VII
             CONDITIONS PRECEDENT TO CRI'S OBLIGATION TO CLOSE
  
  CRI's obligation to purchase the Acquired Assets and to take the other
  actions required to be taken by CRI at the Closing is subject to the
  satisfaction of each of the following conditions (any of which may be
  waived by CRI, in whole or in part):
  
  7.1  ACCURACY OF REPRESENTATIONS
       
       (a)  All of Amherst's and ASI's representations and warranties in
            this Agreement (considered collectively), and each of these
            representations and warranties (considered individually),
            must have been accurate in all material respects as of the
            date of this Agreement, and must be accurate in all material
            respects as of the Closing Date as if made on the Closing
            Date (except to the extent such representations are by their
            express provisions made as of a specified date and after
            giving effect to any information that was delivered by ASI or
            Amherst to CRI prior to the Closing Date in accordance with
            Section 5.5 or the Amherst Disclosure Letter).
       
       (b)  Each of Amherst's and ASI's representations and warranties in
            Sections 3.7, 3.14, and 3.26 must have been accurate in all
            respects as of the date of this Agreement, and must be
            accurate in all respects as of the Closing Date as if made on
            the Closing Date.
  
  7.2  AMHERST AND ASI'S PERFORMANCE
       
       (a)  All of the covenants and obligations that Amherst and ASI are
            required to perform or to comply with pursuant to this
            Agreement must be performed or complied with in all material
            respects as of twenty-four (24) hours prior to the Closing
            (considered collectively), and each of these covenants and
            obligations (considered individually), must have been duly
            performed and complied with in all material respects at such
            time.
       
       (b)  Each document required to be delivered pursuant to Section
            2.5 must have been delivered.
  
  7.3  CONSENTS
  
  Each of the Consents referenced in Section 2.2, must have been obtained
  and must be in full force and effect.
  
  7.4  NO INJUNCTION
  
  There must not be in effect any Legal Requirement or any injunction or
  other Order that (a) prohibits the sale of the Acquired Assets by
  Amherst to CRI, and (b) has been adopted or issued, or has otherwise
  become effective, since the date of this Agreement.
  
  7.5  CLOSING OF THE AMHERST AGREEMENTS; CONSUMMATION OF THE PERMITTED
       MERGER
  
  The transactions contemplated by the Amherst Agreements shall have been
  consummated with no waiver by ASI of any condition to closing.
                                     
                                     
                               ARTICLE VIII
           CONDITIONS PRECEDENT TO AMHERST'S OBLIGATION TO CLOSE
  
  Amherst's obligation to sell the Acquired Assets and to take the other
  actions required to be taken by Amherst and/or ASI at the Closing is
  subject to the satisfaction, at or prior to the Closing, of each of the
  following conditions (any of which may be waived by Amherst and ASI, in
  whole or in part):
  
  8.1  ACCURACY OF REPRESENTATIONS
  
  All of CRI's representations and warranties in this Agreement
  (considered collectively), and each of these representations and
  warranties (considered individually), must have been accurate in all
  material respects as of the date of this Agreement and must be accurate
  in all material respects as of the Closing Date as if made on the
  Closing Date (except to the extent such representations are by their
  express provisions made as of a specified date) , except as otherwise
  contemplated or permitted by this Agreement as of the date of this
  Agreement.
  
  8.2  CRI'S PERFORMANCE
       
       (a)  All of the covenants and obligations that CRI is required to
            perform or to comply with pursuant to this Agreement at or
            prior to the Closing (considered collectively), and each of
            these covenants and obligations (considered individually),
            must have been performed and complied with in all material
            respects.
       
       (b)  CRI must have delivered each of the documents required to be
            delivered by CRI pursuant to Section 2.5(b)(iii) and must
            have made the payments required to be made by CRI pursuant to
            Section 2.3.
  
  8.3  CONSENTS
  
  Each of the Consents identified in Section 6.1 of this Agreement must
  have been obtained, or will have been obtained prior to Closing, and
  must be in full force and effect.
  
  8.4  NO INJUNCTION
  
  There must not be in effect any Legal Requirement or any injunction or
  other Order that (a) prohibits the sale of the Acquired Assets by
  Amherst to CRI, and (b) has been adopted or issued, or has otherwise
  become effective, since the date of this Agreement.
  
  8.5  CLOSING OF THE AMHERST AGREEMENTS
  
  The transactions contemplated by the Amherst Agreements shall have been
  consummated.
                                     
                                     
                                ARTICLE IX
                                TERMINATION
  
  9.1  TERMINATION EVENTS
  
  This Agreement may, by notice given prior to or at the Closing, be
  terminated:
       
       (a)  by CRI, if a material Breach of any representation or
            warranty of Amherst or ASI in this Agreement has been
            committed by Amherst or ASI and such Breach has not been
            waived;
       
       (b)  by Amherst or ASI, if a material Breach of any provision of
            this Agreement has been committed by CRI and such Breach has
            not been waived.
       
       (c)  (i) by CRI, if any of the conditions in Article VII has not
            been satisfied as provided therein or if satisfaction of such
            a condition is or becomes impossible (other than through the
            failure of CRI to comply with its obligations under this
            Agreement) and CRI has not waived such condition on or before
            the Closing Date; or (ii) by Amherst and/or ASI, if any of
            the conditions in Article VIII has not been satisfied of the
            Closing Date or if satisfaction of such a condition is or
            becomes impossible (other than through the failure of Amherst
            and/or ASI to comply with their obligations under this
            Agreement) and Amherst and ASI have not waived such condition
            on or before the Closing Date;
       
       (d)  by mutual consent of CRI, Amherst and ASI; or
       
       (e)  by any of CRI, Amherst or ASI if the Closing has not occurred
            (other than through the failure of any party seeking to
            terminate this Agreement to comply fully with its obligations
            under this Agreement) on or before February 28, 1999, or such
            later date as the Parties may agree upon.
  
  9.2       EFFECT OF TERMINATION
  
  Each party's right of termination under Section 9.1 is in addition to
  any other rights it may have under this Agreement or otherwise, and the
  exercise of a right of termination will not be an election of remedies.
  If this Agreement is terminated pursuant to Section 9.1, all further
  obligations of the Parties under this Agreement will terminate, except
  that the obligations in Sections 11.1 and 11.3 will survive; provided,
  however, that if this Agreement is terminated by a party because of the
  Breach of the Agreement by the other party or because one or more of
  the conditions to the terminating party's obligations under this
  Agreement is not satisfied as a result of the other party's failure to
  comply with its obligations under this Agreement, the terminating
  party's right to pursue all legal remedies will survive such
  termination unimpaired.
                                     
                                     
                                 ARTICLE X
                         INDEMNIFICATION; REMEDIES
  
  10.1 SURVIVAL; RIGHT TO INDEMNIFICATION IS AFFECTED BY KNOWLEDGE
  
  All representations, warranties, covenants, and obligations in this
  Agreement, the Amherst Disclosure Letter, the certificate delivered
  pursuant to Section 2.5(a)(iv), and any other certificate or document
  delivered pursuant to this Agreement will survive the Closing
  indefinitely;  provided, however, that (except as provided in the last
  paragraph of Section 10.2 with respect to Excluded Matters) no claim
  for indemnification under this Article X for a Breach of any such
  representation or warranty may be asserted after the expiration of
  eighteen (18) months following the Closing Date unless such claim has
  been made in writing prior to the expiration of such period, in which
  case such claim shall survive until final resolution thereof.  Except
  as provided in Section 11.6(g), the right to indemnification, payment
  of Damages or other remedy based on such representations, warranties,
  covenants, and obligations will not be affected by any investigation
  conducted with respect to, or any Knowledge acquired (or capable of
  being acquired) at any time, whether before or after the execution and
  delivery of this Agreement or the Closing Date, with respect to the
  accuracy or inaccuracy of or compliance with, any such representation,
  warranty, covenant, or obligation.  The waiver of any condition based
  on the accuracy of any representation or warranty, or on the
  performance of or compliance with any covenant or obligation, will not
  affect the right to indemnification, payment of Damages, or other
  remedy based on such representations, warranties, covenants and
  obligations.
  
  10.2 INDEMNIFICATION AND PAYMENT OF DAMAGES BY AMHERST AND ASI
  
  Amherst and ASI, jointly and severally, will indemnify and hold
  harmless CRI and its respective Representatives, stockholders,
  controlling persons and affiliates (collectively, the "CRI Indemnified
  Persons") for, and will pay to the CRI Indemnified Persons the amount
  of, any loss, liability, claim, damage (including incidental and
  consequential damages), expense (including costs of investigation and
  defense and reasonable attorneys' fees and distributions) or diminution
  of value, whether or not involving a third-party claim (collectively,
  "Damages"), arising, directly or indirectly, from or in connection
  with:
       
       (a)  any Breach of any representation or warranty made by Amherst
            or ASI in this Agreement, the Amherst Disclosure Letter or
            any other certificate or document delivered by Amherst or ASI
            pursuant to this Agreement;
       
       (b)  any Breach of any representation or warranty made by Amherst
            or ASI in this Agreement as if such representation or
            warranty were made on and as of the Closing Date, other than
            any such Breach that is disclosed and is expressly identified
            in the certificate delivered pursuant to Section 2.5(a)(iv)
            as having caused the condition specified in Section 7.1 not
            to be satisfied;
       
       (c)  any Breach by Amherst or ASI of any covenant or obligation of
            Amherst or ASI in this Agreement;
       
       (d)  any product shipped or manufactured by Amherst prior to the
            Closing Date;
       
       (e)  any claim by any Person for brokerage or finder's fees or
            commissions or similar payments based upon any agreement or
            understanding alleged to have been made by any such Person
            with ASI or Amherst (or any Person acting on their behalf) in
            connection with any of the Contemplated Transactions;
       
       (f)  the entire amount of any Taxes, of any type, including,
            without limitation, income, excise, franchise, gains,
            transfer and sales and use taxes, and any interest or
            penalties with respect thereto, owed by Amherst or of any
            affiliated, combined or unitary group of which Amherst is or
            was a part for tax purposes under federal, state, county or
            local laws for any period prior to Closing;
       
       (g)  the Excluded Liabilities;
       
       (h)  any matter set forth on Schedule 10.2(h) of this Agreement;
            or
       
       (i)  the failure to collect, within seventeen (17) months of the
            Closing Date, Accounts Receivable of Amherst, net of bad debt
            reserves on the Closing Date, reflected on the Post-Closing
            Financial Statements.
  
  Excluding any claims for (A) matters covered by subsections (e) and
  (g), (B) fraud and (C) claims based on any misrepresentation or Breach
  of a representation or warranty of Amherst or ASI which either Amherst
  or ASI had Knowledge of prior to the Closing ("Excluded Matters"), with
  respect to which no limit shall apply, the liability of Amherst and ASI
  under this Agreement shall be limited solely to a right of set off by
  CRI against the Escrow Notes, in accordance with the terms of this
  Agreement.  The Liability Basket and the Liability Cushion shall be
  used before any right of set off against any Escrow Notes and before
  any claims are made against Amherst or ASI with respect to any matters
  (other than Excluded Matters), provided, however, that (i) CRI shall
  not set off against the Escrow Notes or reduce the Liability Basket or
  Liability Cushion with respect to any matter covered by subsections (e)
  and (g) above (it being the intention of the Parties that with respect
  to such matters, CRI must recover directly from Amherst or ASI) and
  (ii) CRI shall not be limited in making a claim hereunder (within the
  time period permitted for set offs) for Damages arising from any non-
  Excluded Matter to the extent that set off of such claim would be
  precluded solely by reason of the fact that a claim based on an
  Excluded Matter was previously applied as a set off against the Escrow
  Notes.  The remedies provided in this Section 10.2 are exclusive (other
  than with respect to an Excluded Matter) and limit any other remedies
  that may be available to CRI or the other CRI Indemnified Persons.
  
  10.3 INDEMNIFICATION AND PAYMENT OF DAMAGES BY CRI
  
  CRI will indemnify and hold harmless Amherst, ASI and their respective
  Representatives, stockholders, controlling persons and affiliates
  (collectively, "Amherst Indemnified Persons") for, and will pay to the
  Amherst Indemnified Persons the amount of, any Damages arising,
  directly or indirectly, from or in connection with (a) any Breach of
  any representation or warranty made by CRI in this Agreement or in any
  certificate delivered by CRI pursuant to this Agreement, (b) any Breach
  by CRI of any covenant or obligation of CRI in this Agreement, (c) any
  Assumed Liability, (d) any Taxes with respect to the ownership and
  operation of the Acquired Assets after the Closing or (e) any claim by
  any Person for brokerage or finder's fees or commissions or similar
  payments based upon any agreement or understanding alleged to have been
  made by such Person with CRI (or any Person acting on its behalf) in
  connection with any of the Contemplated Transactions.
  
  10.4 PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS
  
       (a)  Promptly after receipt by an indemnified party under Sections
            10.2 or 10.3 of notice of the commencement of any Proceeding
            against it, such indemnified party will, if a claim is to be
            made against an indemnifying party under such Section, give
            notice to the indemnifying party of the commencement of such
            claim, but the failure to notify the indemnifying party will
            not relieve the indemnifying party of any liability that it
            may have to any indemnified party, except to the extent that
            the indemnifying party demonstrates that the defense of such
            action is prejudiced by the indemnifying party's failure to
            receive such notice.
       
       (b)  If any Proceeding referred to in Section 10.4(a) is brought
            against an indemnified party and it gives notice to the
            indemnifying party of the commencement of such Proceeding,
            the indemnifying party will, unless the claim involves Taxes,
            be entitled to participate in such Proceeding and, to the
            extent that it wishes (unless (i) the indemnifying party is
            also a party to such Proceeding and the indemnified party
            determines in good faith that joint representation would be
            inappropriate, or (ii) the indemnifying party fails to
            provide reasonable assurance to the indemnified party of its
            financial capacity to defend such Proceeding and provide
            indemnification with respect to such Proceeding), to assume
            the defense of such Proceeding with counsel reasonably
            satisfactory to the indemnified party and, after notice from
            the indemnifying party to the indemnified party of its
            election to assume the defense of such Proceeding, the
            indemnifying party will not, as long as it diligently
            conducts such defense, be liable to the indemnified party
            under this Article X for any fees of other counsel or any
            other expenses with respect to the defense of such
            Proceeding, in each case subsequently incurred by the
            indemnified party in connection with the defense of such
            Proceeding, other than reasonable costs of investigation. If
            the indemnifying party assumes the defense of a Proceeding,
            (i) it will be conclusively established for purposes of this
            Agreement that the claims made in that Proceeding are within
            the scope of and subject to indemnification; (ii) no
            compromise or settlement of such claims may be effected by
            the indemnifying party without the indemnified party's
            consent unless (A) there is no finding or admission of any
            violation of Legal Requirements or any violation of the
            rights of any Person and no effect on any other claims that
            may be made against the indemnified party, and (B) the sole
            relief provided is monetary damages that are paid in full by
            the indemnifying party; and (iii) the indemnified party will
            have no liability with respect to any compromise or
            settlement of such claims effected without its consent.  If
            notice is given to an indemnifying party of any compromise or
            settlement of any Proceeding and the indemnifying party does
            not, within ten days after the indemnified party's notice is
            given, give notice to the indemnified party of its reasonable
            objection to such compromise or settlement, the indemnifying
            party will be bound by any such compromise or settlement
            effected by the indemnified party.
       
       (c)  Notwithstanding the foregoing, if an indemnified party
            determines in good faith that there is a reasonable
            probability that a Proceeding may adversely affect it or its
            affiliates other than as a result of monetary damages for
            which it would be entitled to indemnification under this
            Agreement, the indemnified party may, by notice to the
            indemnifying party, assume the exclusive right to defend,
            compromise, or settle such Proceeding.  In any event, an
            indemnifying party will not be bound by any determination of
            a Proceeding so defended or any compromise or settlement
            effected without its consent (which may not be unreasonably
            withheld).
       
       (d)  Each of Amherst and ASI hereby consent to the non-exclusive
            jurisdiction of any court in which a Proceeding is brought
            against any CRI Indemnified Person for purposes of any claim
            that a CRI Indemnified Person may have under this Agreement
            with respect to such Proceeding or the matters alleged
            therein, and each agrees that process may be served on such
            party with respect to such a claim anywhere in the world.
  
  10.5 PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS
  
  A claim for indemnification for any matter not involving a third-party
  claim may be asserted by written notice to the party from whom
  indemnification is sought.
  
  10.6 OTHER
  
  Following the final review of the Post-Closing Financial Statements
  (including, if applicable, any resolution by the Accountants) as
  provided in Section 2.7 hereto, to the extent a liability is reflected
  on such Post-Closing Financial Statements, such liability shall not be
  the basis for a claim for Damages by CRI.
  
  10.7 CERTAIN LIMITS ON INDEMNIFICATION
  
  Any indemnifying party hereunder shall be subrogated to the rights of
  the indemnified party upon payment in full of the amount of the
  relevant indemnifiable loss.  An insurer who would otherwise be
  obligated to pay any claim shall not be relieved of the responsibility
  with respect thereto or have any subrogation rights with respect
  thereto, solely by virtue of the indemnification provision hereof.  If
  any indemnified party recovers an amount from a third party in respect
  of an indemnifiable loss for which indemnification is provided in this
  Agreement after the full amount of such indemnifiable loss has been
  paid by an indemnifying party and the amount received from such third
  party equals or exceeds the amount of the indemnifiable loss previously
  paid by the indemnifying party, then the indemnified party shall
  promptly remit to the indemnifying party the amount theretofore paid by
  such indemnifying party in respect of such indemnifiable loss.
                                     
                                     
                                ARTICLE XI
                            GENERAL PROVISIONS
  
  11.1 EXPENSES AND TAX CONSIDERATIONS
       
       (a)  Except as otherwise expressly provided in this Agreement,
            each party to this Agreement will bear its respective
            expenses incurred in connection with the preparation,
            execution, and performance of this Agreement and the
            Contemplated Transactions, including all fees and expenses of
            agents, representatives, counsel, and accountants; provided
            however that (i) all sales and transfer taxes and all filing
            expenses or other charges in connection with the transfer of
            the Acquired Assets shall be paid by CRI and (ii) all fees
            and expenses of counsel and accountants of Amherst in
            connection with this transaction, to the extent reflected on
            the Post-Closing Financial Statements, shall be paid by the
            CRI.  In the event of termination of this Agreement, the
            obligation of each party to pay its own expenses will be
            subject to any rights of such party arising from a breach of
            this Agreement by another party.
       
       (b)  CRI, Amherst and ASI shall each consider the requests of the
            other with respect to the Agreement and the Contemplated
            Transactions in order to accommodate income and other tax
            requirements.  ASI and its affiliates shall be solely
            responsible for any income taxes resulting from this
            Agreement and the Contemplated Transactions.  Amherst, ASI
            and CRI agree that for all tax purposes, the Contemplated
            Transactions constitute a taxable sale of assets by Amherst,
            as owned by it, to CRI, and to treat the Contemplated
            Transactions consistent therewith on any Tax Return or other
            filing made by any of them.
  
  11.2 PUBLIC ANNOUNCEMENTS
  
  Any public announcement or similar publicity with respect to this
  Agreement or the Contemplated Transactions will be issued, if at all,
  at such time and in such manner as CRI determines. Unless consented to
  by CRI in advance or required by Legal Requirements, prior to the
  Closing, Amherst and ASI shall keep this Agreement strictly
  confidential and may not make any disclosure of this Agreement to any
  Person. ASI, Amherst and CRI will consult with each other concerning
  the means by which Amherst's employees, customers, and suppliers and
  others having dealings with Amherst will be informed of the
  Contemplated Transactions, and CRI will have the right to be present
  for any such communication.
  
  11.3 CONFIDENTIALITY
  
  Between the date of this Agreement and the Closing Date, CRI, Amherst
  and ASI will maintain in confidence, and will cause the directors,
  officers, employees, agents, and advisors of CRI and Amherst to
  maintain in confidence, any written, oral, or other information
  obtained in confidence from another party or Amherst in connection with
  this Agreement or the Contemplated Transactions, unless (a) such
  information is already known to such party or to others not bound by a
  duty of confidentiality or such information becomes publicly available
  through no fault of such party, (b) the use of such information is
  necessary or appropriate in making any filing or obtaining any consent
  or approval required for the consummation of the Contemplated
  Transactions, or (c) the furnishing or use of such information is
  required by legal proceedings.
  
  If the Contemplated Transactions are not consummated, each party will
  return or destroy as much of such written information as the other
  party may reasonably request.
  
  11.4 NOTICES
  
  All notices, consents, waivers, and other communications under this
  Agreement must be in writing and will be deemed to have been duly given
  when (a) delivered by hand (with written confirmation of receipt), (b)
  sent by telecopier (with written confirmation of receipt), provided
  that a copy is mailed by registered mail, return receipt requested, or
  (c) when received by the addressee, if sent by a nationally recognized
  overnight delivery service (receipt requested), in each case to the
  appropriate addresses and telecopier numbers set forth below (or to
  such other addresses and telecopier numbers as a party may designate by
  notice to the other Parties):
  
  Amherst Systems, Inc.
  30 Wilson Road
  Buffalo, NY  14221
  Attn:  President
  Facsimile No.:  716-631-0629
  
  ASI Acquisition Corp.
  3539 South Eastern Avenue
  Las Vegas, Nevada 89109
  Facsimile No.:  (702) 732-4503
  
  with a copy to:
  Law Offices of Joel Mallin
  110 East 59th Street
  Suite 3202
  New York, NY  10022
  Attention:  Joel Mallin, Esq.
  Facsimile No.:  (212) 753-3058
  
  Comptek Research, Inc.
  2732 Transit Road
  Buffalo, NY 14224
  Attention:  John J. Sciuto
  Facsimile No.:  (716) 677-0014
  
  with a copy to:
  Comptek Research, Inc.
  2732 Transit Road
  Buffalo, NY 14224
  Attention:  Christopher A. Head, Esq.
  Facsimile No.:  (716) 677-0014
  
  with a copy to:
  Stroock & Stroock & Lavan LLP
  180 Maiden Lane
  New York, NY 10038
  Attention:  James R. Tanenbaum, Esq.
  Facsimile No.:  (212) 806-6006
  
  
  11.5 JURISDICTION; SERVICE OF PROCESS
  
  Any action or proceeding seeking to enforce any provision of, or based
  on any right arising out of, this Agreement may be brought against any
  of the Parties in the courts of the State of New York, County of Erie,
  or, if it has or can acquire jurisdiction, in the United States
  District Court for the Western District of New York, and each of the
  Parties consents to the non-exclusive jurisdiction of such courts (and
  of the appropriate appellate courts) in any such action or proceeding
  and waives any objection to venue laid therein. Process in any action
  or proceeding referred to in the preceding sentence may be served on
  any party anywhere in the world.
  
  11.6 ADDITIONAL AGREEMENTS
  
       (a)  The Parties agree:
       
            (i)  to furnish upon request to each other such further
            information,
       
            (ii) to execute and deliver to each other such other
            documents, and
       
            (iii)     to do such other acts and things, all as the other
            party may reasonably request for the purpose of carrying out
            the intent of this Agreement and the documents referred to in
            this Agreement.
  
       (b)  CRI shall offer to employ (effective as of the Closing Date)
  all of the employees of Amherst as of the Closing Date at wage or
  salary levels, as applicable, and with employee benefits that are no
  less favorable than those of similarly situated employees of CRI but in
  no event less favorable, in the aggregate, than those provided to
  employees of Amherst immediately prior to the Closing Date.  Consistent
  with the foregoing, prior to the Closing Date the Parties shall
  mutually agree to appropriate mechanisms for the orderly transition
  from Amherst to CRI of those Amherst Employees who accept employment
  with CRI.
  
       (c)  CRI shall not, at any time prior to sixty (60) days after the
  Closing Date, effectuate a "plant closing" or "mass layoff" as those
  terms are defined in the Workers Adjustment and Retraining Notification
  Act of 1988 ("WARN"), affecting in whole or in part any site of
  employment where current employees of Amherst shall be employed as of
  the Closing Date without complying with the obligations, if any,
  arising under WARN.
  
       (d)  As soon as reasonably practicable following the Closing,
  Amherst shall, in accordance with Federal Acquisition Regulation Part
  42, Section 42.12, submit in writing to each responsible Contracting
  Officer (as such term is defined in Federal Acquisition Regulation Part
  42, Section 42.102(a)), a request for the U.S. Government to (i)
  recognize CRI in accordance with this Agreement and (ii) enter into a
  Novation agreement (the "Novation Agreement") substantially in the form
  contemplated by such regulations.  Amherst shall thereby reasonably
  assist CRI in obtaining all consents, approvals and waivers required
  for the purpose of processing, entering into and completing the
  Novation Agreement with regard to any of the Government Contracts,
  including responding to any reasonable requests for information by the
  U.S. Government with regard to such Novation Agreement.
  
       (e)  In order to facilitate the resolution of any claims made
  against or incurred by ASI or Amherst or any of their respective
  affiliates prior to the Closing, for a period of seven years after the
  Closing, CRI shall (i) retain the books and records of Amherst and its
  Subsidiaries delivered to CRI relating to periods prior to the Closing
  in a manner reasonably consistent with the prior practice of Amherst
  and (ii) upon reasonable notice, afford the officers, employees and
  authorized agents and representatives of ASI or Amherst reasonable
  access (including the right to make, at Amherst's on ASI's expense,
  photocopies), during normal business hours, to such books and records.
  
       (f)  In order to facilitate the resolution of any claims made by
  or against or incurred by CRI or any of its affiliates after the
  Closing or for any other reasonable purpose, for a period of seven
  years following the Closing, Amherst shall (i) retain the books and
  records of Amherst and its Subsidiaries and their operations for
  periods prior to Closing and which shall not otherwise have been
  delivered to CRI and (ii) upon reasonable notice, afford the officers,
  employees and authorized agents and representatives of CRI reasonable
  access (including the right to make, at CRI's expense, photocopies),
  during normal business hours, to such books and records.
  
       (g)  ASI or Amherst shall promptly notify CRI in writing of (i)
  all  events, circumstances, facts and occurrences arising subsequent to
  the date of this Agreement which could result in any material breach of
  a representation or warranty or covenant of ASI or Amherst in this
  Agreement or which could have the effect of making any representation
  or warranty of ASI or Amherst in this Agreement untrue or incorrect in
  any material respect and (ii) all other material developments affecting
  the assets, Liabilities, business, financial condition, operations,
  results of operations, customer or supplier relations, employee
  relations or projections of Amherst, any Subsidiary or the business;
  provided, however, that in the event ASI or Amherst shall disclose in
  writing to CRI any such events, circumstances, facts, occurrences or
  developments prior to the Closing, then, if CRI shall effect the
  Closing despite such disclosure, CRI shall be deemed to have  waived
  its right to indemnification under Article X for any such events,
  circumstances, facts, occurrences or developments so disclosed to CRI.
  
       (h)  ASI and Amherst agree that CRI may perform or have performed
  on behalf of CRI an environmental audit survey of any Facility of
  Amherst (the  "Environmental Study"), including without limitation,
  scheduling site visits as necessary to complete the Environmental
  Study prior to the Closing.  CRI shall be responsible for all costs,
  charges and expenses of any nature whatsoever associated with the
  Environmental Study.
  
       (i)  ASI and Amherst acknowledge that from and after the Closing,
  the names  "Amherst",  "Amherst Systems", each trade name referenced in
  Section 3.24(e)(i) and all similar or related names, Marks and logos
  (all of such names, Marks and logos being the "Amherst Names") shall be
  owned by CRI or a Subsidiary of CRI, that none of Amherst or any of its
  affiliates, nor ASI, shall have any rights in the Amherst Names, and
  that none of Amherst or any of its affiliates, nor ASI, will contest
  the ownership or validity of any rights of CRI in or to the Amherst
  Names. Promptly after the Closing, ASI shall cause the corporate names
  of Amherst and its Subsidiaries to be changed so as to eliminate the
  Amherst Names from such corporate names.  From and after the Closing,
  neither Amherst or any of its affiliates, nor ASI, shall use any of the
  Intellectual Property or any of the licensed Intellectual Property
  transferred to CRI pursuant to this Agreement.
  
       (j)  ASI will cause Amherst and its Subsidiaries to pay and
  discharge the Excluded Liabilities as and when the same become due and
  payable.
  
       (k)  Amherst shall, for a period of not less than seven years
  after Closing, maintain its corporate existence.
  
       (l)  The Permitted Merger shall be consummated within two (2)
  business days after the Closing.
  
       (m)  The Parties agree to cooperate in the preparation of all Tax
  Returns relating in whole or in part to taxable periods ending on or
  before or including the Closing Date that are required to be filed
  after such date.  Such cooperation shall include, but not be limited
  to, furnishing copies of prior years' Tax Returns or return preparation
  packages illustrating previous reported practices or containing
  historical information relevant to the preparation of such Tax Returns,
  providing reasonable access to employees with Knowledge of such Tax
  Returns during regular business hours and furnishing such other
  information with such Party's possession reasonably requested by the
  Party filing such Tax Returns as is relevant to their preparation.
  
  
  11.7 WAIVER
  
  The rights and remedies of the Parties to this Agreement are cumulative
  and not alternative. Neither the failure nor any delay by any party in
  exercising any right, power, or privilege under this Agreement or the
  documents referred to in this Agreement will operate as a waiver of
  such right, power, or privilege, and no single or partial exercise of
  any such right, power, or privilege will preclude any other or further
  exercise of such right, power, or privilege or the exercise of any
  other right, power, or privilege.  To the maximum extent permitted by
  applicable law, (a) no claim or right arising out of this Agreement or
  the documents referred to in this Agreement can be discharged by one
  party, in whole or in part, by a waiver or renunciation of  the claim
  or right unless in writing signed by the other party; (b) no waiver
  that may be given by a party will be applicable except in the specific
  instance for which it is given; and (c) no notice to or demand on one
  party will be deemed to be a waiver of any obligation of such party or
  of the right of the party giving such notice or demand to take further
  action without notice or demand as provided in this Agreement or the
  documents referred to in this Agreement.
  
  11.8 ENTIRE AGREEMENT AND MODIFICATION
  
  This Agreement supersedes all prior agreements between the Parties with
  respect to its subject matter (including the Letter of Intent dated
  October 13, 1998) and constitutes (along with the documents referred to
  in this Agreement and any other agreement executed contemporaneously
  herewith) a complete and exclusive statement of the terms of the
  agreement among the Parties with respect to its subject matter.  This
  Agreement may not be amended except by a written agreement executed by
  the party to be charged with the amendment.
  
  11.9 ASSIGNMENTS, SUCCESSORS, AND NO THIRD-PARTY RIGHTS
  
  None of the Parties hereto may assign any of its rights under this
  Agreement without the prior consent of the other Parties, which will
  not be unreasonably withheld, except that CRI may assign any of its
  rights under this Agreement to any Subsidiary of CRI.  Notwithstanding
  anything to the contrary contained in this Agreement, until
  consummation of the Contemplated Transactions, ASI and Amherst may (i)
  grant a security interest in respect of their rights hereunder to their
  lenders and such lenders may exercise their rights in respect of that
  security interest and (ii) enter into the Permitted Merger.  Subject to
  the preceding sentence, this Agreement will apply to, be binding in all
  respects upon, and inure to the benefit of the successors and permitted
  assigns of the Parties.  Nothing expressed or referred to in this
  Agreement will be construed to give any Person other than the Parties
  to this Agreement any legal or equitable right, remedy, or claim under
  or with respect to this Agreement or any provision of this Agreement.
  This Agreement and all of its provisions and conditions are for the
  sole and exclusive benefit of the Parties to this Agreement and their
  successors and assigns.
  
  11.10     SEVERABILITY
  
  If any provision of this Agreement is held invalid or unenforceable by
  any court of competent jurisdiction, the other provisions of this
  Agreement will remain in full force and effect. Any provision of this
  Agreement held invalid or unenforceable only in part or degree will
  remain in full force and effect to the extent not held invalid or
  unenforceable.
  
  11.11     SECTION HEADINGS, CONSTRUCTION
  
  The headings of Sections in this Agreement are provided for convenience
  only and will not affect its construction or interpretation.  All
  references to "Section" or "Sections" refer to the corresponding
  Section or Sections of this Agreement. All words used in this Agreement
  will be construed to be of such gender or number as the circumstances
  require. Unless otherwise expressly provided, the word "including" does
  not limit the preceding words or terms.
  
  11.12     TIME OF ESSENCE
  
  With regard to all dates and time periods set forth or referred to in
  this Agreement, time is of the essence.
  
  11.13     GOVERNING LAW
  
  This Agreement will be governed by the laws of the State of New York
  without regard to conflicts of laws principles.
  
  11.14     COUNTERPARTS
  
  This Agreement may be executed in one or more counterparts, each of
  which will be deemed to be an original copy of this Agreement and all
  of which, when taken together, will be deemed to constitute one and the
  same agreement.
  
  IN WITNESS WHEREOF, the Parties have executed and delivered this
  Agreement as of the date first written above.
  
  COMPTEK RESEARCH, INC.
  
  By:
  
  Title:
  
  
  
  AMHERST SYSTEMS, INC.
  
  By:
  
  Title:
  
  
  
  ASI ACQUISITION CORP.
  
  By:
  
  Title:
  
  
  
  
                              FIRST AMENDMENT
  
  
  
       FIRST AMENDMENT (this "Amendment") to that certain Asset Purchase
  Agreement (the "Agreement"), made as of December 23, 1998, by and among
  COMPTEK RESEARCH, INC., a New York corporation having an office and
  principal place of business at 2732 Transit Road, Buffalo, New York
  14224 (hereinafter referred to as "CRI"), AMHERST SYSTEMS, INC., a
  Delaware corporation having an office and principal place of business
  at 30 Wilson Road, Williamsville, New York 14221 (hereinafter referred
  to as "Amherst") and ASI Acquisition Corp., a Delaware corporation
  having its principal place of business at 3539 South Eastern Avenue,
  Las Vegas, Nevada 89109 (hereinafter referred to as "ASI").
  
       WHEREAS, CRI, Amherst and ASI desire to amend certain provisions
  of the Agreement, each as set forth herein.
  
       NOW, THEREFORE, for good and valuable consideration, the
  sufficiency of which is hereby acknowledged, and intending to be
  legally bound, the parties hereto agree as follows:
  
       1.   Section 2.4 of the Agreement is deleted in its entirety and
  is replaced with the following new Section 2.4:
  
            2.4  CLOSING
            
            The purchase and sale (the "Closing") provided for in
            this Agreement will take place at a location to be
            mutually agreed to by the Parties hereto, at 9:00 a.m.
            (local time) on (i) March 17, 1999 or (ii) such other
            date as the Parties shall agree. Subject to the
            provisions of Article IX, failure to consummate the
            purchase and sale provided for in this Agreement on the
            date and time and at the place determined pursuant to
            this Section 2.4 will not result in the termination of
            this Agreement and will not relieve any party of any
            obligation under this Agreement.
  
       2.   The reference to "February 28, 1999" in Section 9.1(e) of the
  Agreement is deleted and replaced with:  April 1, 1999.
  
       Defined terms used herein but not defined herein shall have the
  meaning ascribed to them in the Agreement.
  
       The Agreement is hereby amended and modified solely to the extent
  of the above-referenced items.  Nothing herein contained shall be
  deemed to be an amendment or waiver of any other provision of the
  Agreement, all of which shall remain in full force and effect.
  
  Dated as of February 23, 1999
  
  
  COMPTEK RESEARCH, INC.
  
  By:
  
  Title:
  
  
  
  AMHERST SYSTEMS, INC.
  
  By:
  
  Title:
  
  
  
  ASI ACQUISITION CORP.
  
  By:
  
  Title:
  
  
  
            Exhibits Attached to Asset Purchase Agreement
  
  
  Exhibit 2.5(a)(ii)  --   Form of Employment Agreements
  
  Exhibit 2.5(a)(iii) --   Form of Non-Competition Agreements
  
  Exhibit 2.5(b)      --   Form of Promissory Notes
  
  The above Exhibits to the Asset Purchase Agreement are omitted and will be
  filed with the Commission upon request.
  
  
  EXHIBIT 23
  
  
  
  
                       Independent Auditors' Consent
                                     
                                     
  
  The Board of Directors
  Comptek Research, Inc.
  2732 Transit Road
  Buffalo, NY 14224
  
  Gentlemen:
  
  We consent to the incorporation by reference in the registration
  statements (Nos. 33-54170, 33-82536, 333-11437 and 333-62753) on Form S-
  8 of Comptek Research, Inc., of our report dated June 12, 1998, related
  to the consolidated balance sheets of Amherst Systems Inc. as of April
  30, 1997 and 1998, and the related consolidated statements of
  operations, shareholders' equity, and cash flows for each of the years
  in the three-year period ended April 30, 1998, which report appears in
  the Form 8-K dated March 26, 1999 of Comptek Research, Inc.
  
  
                                          KPMG LLP
  
  
  April 9, 1999
  Buffalo, New York
  
  
  
  
  EXHIBIT 99
  
  FOR IMMEDIATE RELEASE
  
  Contact:  Christopher A. Head
            Executive Vice President
            Comptek Research, Inc.
            716-677-4070
  
  
  
               COMPTEK RESEARCH COMPLETES AMHERST ACQUISITION
                           _____________________
  
  
                Closes Private Placement of $15 Million in
            8 1/2% Convertible Subordinated Debentures Due 2004
  
                           ____________________
                                     
  
  Buffalo, New York -- (March  29, 1999) Comptek Research, Inc.
  (AMEX:CTK), announced today the completion of its acquisition of the
  business operations and related assets and liabilities of Amherst
  Systems, Inc., which was announced in October 1998.  Comptek also
  announced the formation of a new wholly-owned subsidiary, Comptek-
  Amherst, Inc., to operate the acquired business.  Comptek obtained
  funding for the acquisition, as well as additional working capital,
  through the sale of convertible subordinated debentures and expansion
  of its revolving line of bank credit.
  
                            AMHERST ACQUISITION
  
  Amherst Systems, Inc., a manufacturer of computer controlled
  simulation/stimulation equipment and systems that are used to test
  military avionics equipment including radar warning receivers, radar
  counter-measures equipment, radars, and infrared sensor systems, was
  founded in 1975 as a privately-held company, headquartered in
  Williamsville, New York.   As a result of the acquisition, Comptek will
  now have a major subcontractor role on the United States Air Force's
  F-22 Raptor program.  Prior to the acquisition, Amherst Systems had
  annualized defense systems sales of approximately $40 million and a
  contract backlog, as of December 31, 1998, of over $60 million.
  
  Comptek's Chairman, President and Chief Executive Officer, John Sciuto,
  said, "The acquisition of Amherst Systems substantially fortifies
  Comptek's position as a prominent international supplier of electronic
  warfare simulation/stimulation and training systems.  We are extremely
  pleased to have Amherst Systems and the 300 plus Amherst Systems
  employees join the Comptek team.  The acquisition of Amherst Systems is
  definitely a milestone event in Comptek's achieving the original goals
  and objectives that were established in 1996, as part of Comptek's
  strategic business plan, Comptek Vision 2000."
  
  "The Comptek-Amherst combination provides Comptek with the critical mass
  we have been seeking to effectively compete at the next higher level,
  particularly in the international marketplace.  In this regard, we
  believe that the market results of this particular combination will
  become apparent very quickly."
  
  As a result of the acquisition, Comptek will now have approximately
  1,200 employees in 24 different locations, including over 350 employees
  and four major facilities in the Buffalo, New York area.  The combined
  annualized sales of Comptek and Amherst are approximately $140 million.
  As a result of the acquisition, Comptek's contract backlog has increased
  to well over $210 million.
  
          PRIVATE PLACEMENT OF CONVERTIBLE SUBORDINATED DEBENTURES
  
  In connection with the financing of the Amherst acquisition, Comptek has
  made a private placement of $15 million of convertible subordinated
  debentures to selected accredited investors.  The debentures, which
  mature on April 1, 2004, provide for an annual interest rate of 8 1/2%
  and are convertible into shares of the common stock of Comptek at a
  conversion price of $9.50 per share subject to certain adjustments.  In
  addition, the Company may, prior to April 24, 1999, issue up to an
  additional $5 million of debentures on the same terms. Warburg Pincus
  Asset Management acted as the lead investor in the transaction.
  
  The debentures have not been registered under the Securities Act of 1933
  and may not be offered or sold in the United States, except pursuant to
  an applicable exemption from the Securities Act registration
  requirements.  This press release shall not constitute an offer to sell
  or the solicitation of an offer to buy the debentures.  This press
  release is being issued pursuant to and in accordance with Rule 135c
  under the Securities Act.
  
            EXPANSION OF REVOLVING LINE OF CREDIT TO $27 MILLION
  
  Also in connection with the acquisition, the Company has established a
  new $27 million revolving credit facility.  The credit facility, led by
  Manufacturers and Traders Trust Company with KeyBank as a participant,
  replaces Comptek's previous $12 million revolving credit facility.  The
  new credit facility provides the Company with an increased range of
  flexibility supportive of the Company's growth profile.
  
                         FORWARD-LOOKING STATEMENTS
  
  This news release contains forward-looking statements about Comptek's
  current expectations for future sales based on current business
  conditions.  Forward-looking statements are subject to risks and
  uncertainties that could cause actual results to differ materially.
  These risks and uncertainties include Comptek's dependence on continued
  funding of U.S. Department of Defense programs and the likelihood that
  actual future revenues that are realized may differ from those inferred
  from existing backlog.  Other risks and uncertainties are described in
  Comptek's 1998 Form 10-K Annual Report filed with the Securities and
  Exchange Commission.
  
  Comptek Research, Inc., with offices and subsidiary locations in the
  United States, is a domestic and international supplier of technically
  advanced electronics and data communications systems to government and
  industry.
  
  Note:     Today's news release and Comptek's news releases for the past
  year are available on the Internet at http://www.cfonews.com  under the
  heading "Company News, Comptek Research."  Additional information about
  Comptek is also available at http://www.comptek.com.
  
                                   -30-
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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": "99591528"}, "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)
  
                           March 26, 1999
  
                	    COMPTEK RESEARCH, INC.
  
     (Exact Name of Registrant as Specified in Charter)
            
                                   
        New York            1-8502              16-0959023
  -------------------   ----------- -----------------------------
                                   
    (State of Other     (Commissi   (IRS Employer Identification
    Jurisdiction of      on File                No.)
     Incorporation)      Number)                  
                        
   2732 Transit Road, Buffalo, New York           14224-2523
                               			          --------------------
            
  (Address of Principal Exeuctive Offices)         (Zip Code)
                        
  Registrant's telephone number,          (716) 677-4070
  including area code:                 -------------------
  
                          Not Applicable
  --------------------------------------------------------------
  (Former Name or Former Address, if Changed Since Last Year)
  Item 2.        ACQUISITION OR DISPOSITION OF ASSETS
  
  On March 26, 1999, Comptek Research, Inc. (the "Company") completed the
  purchase of the business operations and substantially all of the related
  assets and liabilities of Amherst Systems, Inc. ("Amherst"), a privately-
  held company specializing in simulation/stimulation and evaluation
  systems for electronic defense applications (the "Amherst Acquisition").
  The Company paid a purchase price of $30 million and assumed long-term
  debt of $5.1 million.  The Company paid the purchase price by delivering
  $20 million in cash and $10 million in subordinated promissory notes of
  the Company.  The amount of consideration paid was based upon arms-
  length negotiations between the parties.
  
  Amherst was founded in 1975 and is based in Buffalo, New York.  Prior to
  the acquisition by the Company, Amherst employed approximately 330
  people and maintained offices in Huntsville, Alabama; Herdon, Virginia;
  and Dayton, Ohio.  Amherst also maintained a Canadian subsidiary based
  in Ottawa, Ontario.  As a result of the acquisition, the Company assumed
  each of the office locations of Amherst and hired all of the former
  Amherst employees.  The Company placed the acquired assets and
  liabilities into a newly formed wholly-owned subsidiary of the Company.
  In addition, the Company intends to transfer the assets and operations
  of its Advanced Systems Division into the new subsidiary, thereby
  combining the Company's electronic warfare simulation/stimulation and
  training resources into one strategic business unit.
  
  In order to finance the Amherst Acquisition and provide working capital,
  the Company issued, pursuant to Rule 506 of Regulation D, 8 1/2%
  convertible subordinated debentures (the "Debentures"), due 2004.  The
  Company also amended and increased its existing credit facility in
  connection with the Amherst Acquisition.
  
  The Company initially sold $15 million of Debentures and has the
  ability to sell, by April 23, 1999, an additional $5 million of
  Debentures for an aggregate amount of $20 million. The Debentures,
  issued only in denominations of 1,000 and multiples thereof, are
  convertible into shares of common stock of the Company at a conversion
  price of $9.50, which is subject to adjustment, including an
  adjustment if the Company reports income before extraordinary
  item and accounting change diluted earnings per share of less than
  $0.80 per share for its fiscal year ending March 31, 2000.  In such
  case, the conversion price will be reset to $8.50. The Debentures bear
  interest payable semiannually on April 1 and October 1 of each year,
  commencing October 1, 1999 at the per annum rate of 8.5%.  The
  Debentures are not redeemable by the Company prior to March  1, 2002.
  Thereafter, the Company may redeem the Debentures at any time together
  with accrued and unpaid interest at the following premiums on or
  after:  (1) March 1, 2002 -103.4%; (2) March 1, 2003 - 101.7%; (3)
  March 1, 2004 and thereafter - 100.0%.  The Debentures are unsecured
  obligations of the Company, subordinated in right of payment to all
  present and future senior indebtedness, including the Company's
  borrowings under its credit facility.
  
  In connection with the Amherst Acquisition, the Company's credit
  facility with Manufacturers and Traders Trust Company ("M&T Bank") has
  been amended and increased, and includes the following: (1) a new
  revolving credit agreement with a $27 million maximum borrowing limit
  bearing interest, at the Company's option, of prime or LIBOR plus an
  applicable margin based on a ratio of the Company's funded debt to
  earnings before income taxes, depreciation and amortization (EBITDA)
  minus capital expenditures; (2) remaining in place, the Company's
  seven-year term loan bearing interest at LIBOR plus an applicable
  margin based on a ratio of the Company's funded debt to EBITDA minus
  capital expenditures, with an outstanding balance of $13.75  million
  as of March 31, 1999; (3) remaining in place, the Company's five-year
  term loan, with an outstanding balance of $2.0 million as of March 31,
  1999, bearing interest at a fixed rate of 8.5%.  Additionally,
  remaining in place, is an interest rate swap
  agreement with KeyBank, N.A. that converts $7.5 million of the
  outstanding debt to a fixed rate of 7.86% with a termination date of
  June 1, 2003.  The Company entered into this swap agreement in May
  1998. Amounts drawn under the revolving credit agreement may be
  converted into a four-year term loan at the Company's discretion at
  any time prior to its maturity on January 31, 2001.  The entire credit
  facility is secured by substantially all of the Company's assets.
  The revolving credit agreement stipulates that the Company maintain
  minimum levels of:  (1) working capital; (2) tangible net worth; (3)
  funded debt to EBITDA minus capital expenditures; (4) EBITDA to fixed
  charges; (5) senior funded debt to EBITDA minus capital expenditures.
  Additionally, the Company may not exceed prescribed levels of capital
  expenditures and operating lease expense.  Furthermore, the agreement
  prohibits the Company from the paying any cash dividends, without the
  consent of M&T Bank.
  
  Prior to the Amherst Acquisition, the Company reported its operating
  activities in two defense-related segments:  Defense Systems
  ("Systems") and Engineering and Technical Services ("Services").  The
  Systems segment includes operating activities for tactical systems, as
  well as simulation/stimulation and training systems. As a result of
  the Amherst Acquisition, the Company will revise its segments in view
  of expected increase in simulation/stimulation and training systems
  sales.  These new segments will be Tactical Systems,
  Simulation/Stimulation and Training Systems, and Engineering and
  Technical Services.
  
  Item 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL  INFORMATION AND
            EXHIBITS.
  
  The following financial information is being filed in order to satisfy
  financial statement requirements.
  
  (a)  Financial Statements for Business Acquired.
  
       1.   Consolidated financial statements of Amherst Systems, Inc. as of
            and for the years ended April 30, 1998, 1997, and 1996.
       
       2.   Consolidated financial statements of Amherst Systems, Inc. for
            the eight months ended December 31, 1998 and 1997.
  AMHERST SYSTEMS, INC.
  
  Consolidated financial statements of Amherst Systems, Inc.
  for the years ended April 30, 1998, 1997, and 1996
  Independent Auditors' Report
                                     
                                     
  The Board of Directors
  Amherst Systems Inc.:
  
  We have audited the accompanying consolidated balance sheets of Amherst
  Systems Inc. as of April 30, 1997 and 1998, and the related consolidated
  statements of operations, shareholders' equity and cash flows for each
  of the years in the three-year period ended April 30, 1998.  These
  consolidated financial statements are the responsibility of the
  Company's management.  Our responsibility is to express an opinion on
  these consolidated financial statements based on our audits.
  
  We conducted our audits in accordance with generally accepted auditing
  standards.  Those standards require that we plan and perform the audit
  to obtain reasonable assurance about whether the financial statements
  are free of material misstatement.  An audit includes examining, on a
  test basis, evidence supporting the amounts and disclosures in the
  financial statements.  An audit also includes assessing the accounting
  principles used and significant estimates made by management, as well as
  evaluating the overall financial statement presentation.  We believe
  that our audits provide a reasonable basis for our opinion.
  
  In our opinion, the consolidated financial statements referred to above
  present fairly, in all material respects the financial position of
  Amherst Systems Inc. as of April 30, 1997 and 1998, and the results of
  its operations and its cash flows for each of the years in the three-
  year period ended April 30, 1998 in conformity with generally accepted
  accounting principles.
  
                                     KPMG LLP
  
  Buffalo, New York
  June 12, 1998
  AMHERST SYSTEMS INC.
                     Consolidated Balance Sheets
                                   
                       April 30, 1997 and 1998
                        (dollars in thousands)
  1997          1998
                                            -----------   ----------
  
                  Assets                                            
  Current assets:                                                   
       Cash and equivalents               $          45 $        825
       Contract receivables (note 3)              5,505       10,939
       Inventories (note 4)                       1,241        1,905
       Other                                         86          222
       Deferred income taxes (note 7)               235          280
                                             ----------    ---------
            Total current assets                  7,112       14,171
                                             ----------    ---------
  Plant and equipment, at cost:                                     
       Assets under capital leases                1,995        2,920
       Computer equipment                         1,814        2,234
       Other equipment                            1,901        2,095
       Leasehold improvements                       209          451
                                             ----------    ---------
                                                  5,919        7,700
  Less accumulated depreciation and                                 
    amortization                                  3,515        4,207
                                             ----------    ---------
            Net plant and equipment               2,404        3,493
  
  Software costs, net of accumulated                                
    amortization of $1,546 and $1,718 in                            
    1997 and 1998, respectively                     684          512
  
  Other assets                                       13          233
                                             ----------    ---------
                                          $      10,213 $     18,409
                                             ==========    =========
    Liabilities and Shareholders' Equity 
  
  Current liabilities:                                              
  
       Current installments of long-term                            
         debt (note 5)                    $         430 $        586
       Accounts payable                           1,775        1,033
       Accrued expenses                           1,260        2,263
       Customer advances                          1,463        3,876
                                             ----------     --------
            Total current liabilities             4,928        7,758
  
  Long-term debt, excluding current                                 
    installments (note 5)                         1,683        6,202
  
  Other liabilities (note 7)                        520          435
                                             ----------    ---------
            Total liabilities                     7,131       14,395
                                             ----------    ---------
  Shareholders' equity (note 9):                                    
  
       Common stock, $.01 par value,                                
         2,000,000 shares authorized,                               
         1,030,721 and 1,042,021 shares                             
         issued at April 30, 1997 and                               
         1998, respectively                          10           10
  
       Additional paid-in capital                   653          710
  
       Retained earnings                          2,424        3,320
  
       Foreign currency translation                                 
         adjustment                                   -         (21)
                                             ----------    ---------
                                                  3,087        4,019
       Less cost of 1,200 treasury shares             5            5
                                             ----------    ---------
            Total shareholders' equity            3,082        4,014
  Commitments and contingency (notes 3,                             
    5, 10, and 13)                           ----------    ---------
                                          $      10,213 $     18,409
                                             ==========    =========  
  
  See accompanying notes to consolidated financial statements.
  AMHERST SYSTEMS INC.
                Consolidated Statements of Operations
                                   
              Years ended April 30, 1996, 1997 and 1998
                            (in thousands)
  1996        1997         1998
                                   --------    --------     -------
  Net sales                     $    14,439  $    16,922 $    31,644
  Costs of sales                     11,834       11,866      24,436
                                   --------     --------     -------
       Gross profit                   2,605        5,056       7,208
  
  General and                                                       
    administrative expenses                                         
    (note 6)                          3,552        4,529       5,636
                                   --------     --------     -------
       Operating (loss)                                             
        income                        (947)          527       1,572
  Interest expense                    (194)        (262)       (273)
                                   --------     --------     -------
       (Loss) income from                                           
         continuing                                                 
         operations before                                          
         income taxes               (1,141)          265       1,299
  
  Income taxes (benefit)                                            
    (note 7)                          (443)          100         190
                                   --------     --------     -------
       Income (loss) from                                           
         continuing                                                 
         operations                   (698)          165       1,109
  
  Income (loss) from                                                
    discontinued operations,                                        
    net of income tax                                               
    (expense) benefit of                                            
    $(13), $260 and $40 in                                          
    1996, 1997 and 1998,                                            
    respectively (notes 7                                           
    and 12)                              21        (295)       (213)
                                   --------     --------     -------
       Net income (loss)        $     (677)  $     (130) $       896
                                   ========     ========     =======
                                                                    
  See accompanying notes to consolidated financial statements.
  AMHERST SYSTEMS INC.
              Consolidated Statements of Shareholders' Equity
                                     
                 Years ended April 30, 1996, 1997 and 1998
                          (dollars in thousands)
  Foreign   
                                                           cur-    
                                                           rency     
                           Addi-                Re-        trans-    Total
                           tional     Trea-     tained     lation    share-
                 Common    paid-in    sury      earn-      adjust-   holders'
                 Stock     capital    stock     ings       ment      equity
  Balances at                                                                 
  April 30,                                                                   
  1995        $      10 $      502 $     (4)  $   3,231  $      -  $     3,739
  
  Sale of                                                                     
  8,000                                                                       
  common                                                                      
  shares                                                                      
  under stock         -         32         -          -         -           32
  
  option plan
  (note 9)
  Purchase of                                                                 
  200 common                                                                  
  shares for                                                                  
  treasury            -          -         -          -         -          (1)
  
  Net loss            -          -         -      (677)         -        (677)
                 ------    -------    ------     ------    ------      -------
  
  Balances at                                                                 
  April 30,                                                                   
  1996               10        534       (5)      2,554         -        3,093
  
  Sales of                                                                    
  26,510                                                                      
  common                                                                      
  shares                                                                      
  under stock         -        119         -          -         -          119
  option plan
  (note 9)
  
  Net loss            -          -         -      (130)         -        (130)
                 ------    -------    ------     ------    ------     --------
  
  Balances at                                                                 
  April 30,                                                                   
  1997               10        653       (5)      2,424         -        3,082
  
  Sale of                                                                     
  11,300                                                                      
  common                                                                      
  shares                                                                      
  under stock         -         57         -          -         -           57
  option plan
  (note 9)
  
  Net income          -          -         -        896         -          896
  
  Foreign                                                                     
  currency                                                                    
  translation                                                                 
  adjustment          -          -         -          -      (21)         (21)
                 ------    -------    ------     ------    ------     --------
                      
  Balances at                                                                 
  April 30,                                                                   
  1998        $      10 $      710 $     (5)  $   3,320  $   (21)  $     4,014
                 ======    =======    ======     ======    ======     ========
  
                                                                              
  See accompanying notes to consolidated financial statements.
  AMHERST SYSTEMS INC.
                 Consolidated Statements of Cash Flows
               Years ended April 30, 1996, 1997 and 1998
                             (in thousands)
  1996          1997         1998
                                  ---------     ---------    ---------
  Cash flows from operating                                           
    activities:
  
       (Loss) income from                                             
         continuing operations  $     (698)  $        165  $     1,109
  
       Income (loss) from                                             
         discontinued                                                 
         operations                      21         (295)        (213)
                                  ---------     ---------    ---------
            Net income (loss)         (677)         (130)          896
  
  Adjustments to reconcile net                                        
   income (loss) to net cash
   provided (used) by
   operating activities:
  
     Depreciation and                                                 
      amortization of plant                                           
      and equipment                     514           570          764
  
     Amortization of                                                  
      capitalized software                                            
      costs                             226           200          172
  
     Deferred income taxes             (80)         (150)        (130)
  
     Changes in assets and                                            
      liabilities providing
      (using) cash:
  
         Contract                                                     
          receivables                 1,319       (2,709)      (5,042)
  
         Inventories                  (307)          (87)        (316)
  
         Accounts payable             (733)         1,662        (977)
  
         Accrued expenses               389           220        1,009
  
         Customer advances            (184)           765        2,423
  
         Other                        (498)           614        (195)
                                  ---------     ---------    ---------
            Total                                                     
             adjustments                646         1,085      (2,292)
                                  ---------     ---------    ---------
            Net cash                                                  
            (used) provided                                                     
             by operating                                             
             activities                (31)           955      (1,396)
                                  ---------     ---------    ---------
  Cash flows from investing                                           
   activities:
  
       Acquisition of                                                 
        subsidiary                        -             -         (21)
  
       Purchase of plant and                                          
        equipment                     (721)         (412)      (2,048)
  
       Proceeds from disposal                                         
        of plant and equipment            -             5           47
                                  ---------     ---------    ---------
            Net cash used by                                          
             investing                                                
             activities               (721)         (407)      (2,022)
                                  ---------     ---------    ---------
  Cash flows from financing                                           
   activities:
  
     Net proceeds from                                                
      (repayment of) lines of                                         
      credit                            500         (400)        3,700
  
     Proceeds from other long-                                        
      term debt                         522           242        1,151
  
     Repayment of other long-                                         
      term debt                       (451)         (433)        (709)
  
     Purchase of common shares          (1)             -            -
  
     Proceeds from sale of                                            
      common shares                      25            72           50
                                   --------     ---------    ---------
            Net cash provided                                         
             (used) by                                                
             financing                                                
             activities                 595         (519)        4,192
                                   --------     ---------    ---------
            Effect of exchange                                        
             rate changes on                                          
             cash                         -             -            6
                                  ---------     ---------    ---------
            Net (decrease)                                            
             increase in cash                                         
             and equivalents          (157)            29          780
  
  Cash and equivalents at                                             
   beginning of period                  173            16           45
                                  ---------     ---------    ---------
  Cash and equivalents at                                             
   end of period                $        16  $         45  $       825
                                  =========     =========    =========
                                                                      
  Supplemental cash flow information (note 2)
                                                                      
  See accompanying notes to consolidated financial statements.
  AMHERST SYSTEMS INC.
                                     
                       Notes to Financial Statements
                                     
                       April 30, 1996, 1997 and 1998
  
  (1)Summary of Significant Accounting Policies
  
     Amherst  Systems  Inc. (Amherst) and its subsidiary  (the  Company)
     develop  and  sell  computer software and hardware  products.   The
     predominant  source  of  revenue are  products  sold  to  the  U.S.
     Government under prime and subcontractual arrangements.  Prime  and
     subcontractual  arrangements are primarily  in  the  form  of  cost
     reimbursable  or  fixed-priced contracts. For 1997  and  1998,  the
     Company  had  net  sales  from  two  significant  customers   which
     comprised  32%  and 48%, respectively, of the consolidated  totals.
     Subsequent  to  the discontinuance of its Retail Systems  divisions
     (note   12),   the  Company  operates  in  one  business   segment.
     Significant accounting policies of the Company are as follows:
     
     (a)Principles of Consolidation
     
         The  consolidated financial statements include the accounts  of
         Amherst  and its two wholly-owned subsidiaries.  One  of  these
         subsidiaries,  Omega  Telemus,  Inc.  (Telemus),   a   Canadian
         corporation,  was acquired in September 1997  (note  11).   All
         significant  intercompany balances and transactions  have  been
         eliminated in consolidation.
         
     (b)Revenue Recognition
     
         Revenue  on  fixed-price  contracts  is  recognized  using  the
         percentage  of  completion method based on  costs  incurred  in
         relation  to  the  total  estimated costs.   Cost  reimbursable
         contract  revenues  are  recognized to the  extent  of  project
         costs  incurred plus a proportionate amount of fee.   As  long-
         term  contracts  extend over one year, revisions  in  estimated
         costs  and  earnings are reflected in the accounting period  in
         which  such revisions become known.  The entire amount  of  any
         estimated   loss  is  accrued  at  the  time  the  losses   are
         determined.
         
     (c)Cash Equivalents
     
         Cash   equivalents   consist  of  highly  liquid   investments,
         primarily  U.S.  Treasury securities, with original  maturities
         of  three months or less. At April 30, 1998, $647,752  of  cash
         was  considered  restricted for use pursuant  to  one  specific
         contract.
         
     (d)Inventories
     
         Inventories  are stated at the lower of cost (first-in,  first-
         out) or market.
  AMHERST SYSTEMS INC.
                                     
                       Notes to Financial Statements
                                     
                       April 30, 1996, 1997 and 1998
  
     (e)Depreciation and Amortization
     
         Depreciation  of  equipment  is  provided  over  the  estimated
         useful  lives  of  the respective assets on  the  straight-line
         method.   Amortization  of  assets  under  capital  leases   is
         computed  on  the straight-line method over the  noncancellable
         terms  of  the respective leases, or the assets' useful  lives,
         whichever  is  shorter.  Equipment is depreciated over  periods
         which range from five to seven years.
         
     (f)Income Taxes
     
         The  Company utilizes the asset and liability method of  income
         tax  accounting.  Pursuant to this method, deferred tax  assets
         and  liabilities are recognized for the future tax consequences
         attributable  to  differences between the  financial  statement
         carrying  amounts of existing assets and liabilities and  their
         respective tax bases.  Deferred tax assets and liabilities  are
         measured  using enacted tax rates expected to apply to  taxable
         income  in  the years in which those temporary differences  are
         expected  to  be recovered or settled.  The effect on  deferred
         tax  assets  and  liabilities of  a  change  in  tax  rates  is
         recognized in income in the period that includes the  enactment
         date.
         
     (g)Capitalized Software Costs
     
         The  Company  capitalizes computer software costs  incurred  in
         the   production  of  software  products  once  the   products'
         technological  feasibility has been  established.   Such  costs
         are  carried at the lower of unamortized cost or net realizable
         value.  Amortization begins when the product is  available  for
         general  release.   Amortization  expense  is  based   on   the
         straight-line method over the estimated economic  life  of  the
         product  or  the  ratio of annual revenue from the  product  to
         total estimated revenue, whichever is greater.
         
     (h)Stock Option Plan
  
         The  Company  has adopted the disclosure alternative  permitted
         in  Statement of Financial Accounting Standards (SFAS) No. 123,
         Accounting  for  Stock-Based  Compensation.  Accordingly,   the
         Company  has  elected  to  continue  to  apply  the  accounting
         provisions  of  APB  25, which results in  the  measurement  of
         compensation  expense on the date of an  option  grant  to  the
         extent  that  the current market price of the underlying  stock
         exceeds the exercise price.
  AMHERST SYSTEMS INC.
                                     
                       Notes to Financial Statements
                                     
                       April 30, 1996, 1997 and 1998
  
     (i)Use of Estimates
     
         The  preparation  of  financial statements in  conformity  with
         generally  accepted  accounting principles requires  management
         to  make estimates and assumptions related to the reporting  of
         assets  and liabilities at the date of the financial statements
         and  the  reported amounts of revenues and expenses during  the
         reporting  period.   Actual results  could  differ  from  those
         estimates.
  
  (2)Supplemental Cash Flow Information
  
     Cash received (paid) for (in thousands):
     
                                 1996         1997          1998
                              --------------------------------------
       Interest             $    (193)   $     (247)   $    (284)
       Income taxes                 -           234            -
                              ======================================
  
     Supplemental   schedule   of  noncash   investing   and   financing
     activities (in thousands):
     
                                 1996         1997          1998
                              -------------------------------------
       Conversion of employee
         vested vacation to
         common shares under
         stock option plan
         (note 9)              $     7   $        47   $       46
  
       Fair value of debt
         assumed in acqui-
         sition of subsi-
         diary
         (note 11)                   -             -          533
                             ======================================
  AMHERST SYSTEMS INC.
                                     
                       Notes to Financial Statements
                                     
                       April 30, 1996, 1997 and 1998
  
  (3)Contract Receivables
  
     The  components of contract receivables (primarily  from  the  U.S.
     Government) at April 30, 1997 and 1998 follow (in thousands):
     
                                              1997          1998
                                        ---------------------------
     
       Amounts billed                    $     1,231   $    3,769
       
       Costs and estimated
        earnings in excess
        of billings on
        uncompleted
        contracts                              4,274        7,170
                                           -------------------------
                                         $     5,505   $   10,939
                                           =========================
  
     Costs  and  estimated earnings in excess of billings on uncompleted
     contracts  represent  amounts  that  could  not  be  presented  for
     billing  under  the  terms of the contracts as  of  the  respective
     balance  sheet dates.  It is anticipated that such unbilled amounts
     will be recovered as units are delivered or upon completion of  the
     contract.  Substantially all amounts are expected to  be  collected
     within  the next fiscal year.  In situations where billings  exceed
     costs  and  estimated earnings, the excess is included in  customer
     advances.
     
     Costs   incurred  by  the  Company  in  the  performance  of   U.S.
     Government  contracts are subject to audit by the Defense  Contract
     Audit  Agency  (DCAA).   In the opinion of  management,  the  final
     determination  of  allowable costs will not result  in  significant
     adjustments to recorded amounts.
  
  (4)Inventories
  
     The  components of inventories at April 30, 1997 and  1998  are  as
     follows (in thousands):
     
                                              1997          1998
                                        -----------------------------
     
       Parts                             $       605   $      821
       Work-in-process                           348          768
       Finished goods                            288          316
                                        -----------------------------
                                         $     1,241   $    1,905
                              				      =============================
  AMHERST SYSTEMS INC.
                                     
                       Notes to Financial Statements
                                     
                       April 30, 1996, 1997 and 1998
  
  (5)Note Payable and Long-term Debt
  
     A  summary of long-term debt at April 30, 1997 and 1998 follows (in
     thousands):
     
                                              1997          1998
                                       ----------------------------
       Bank  revolving  line
       of
         credit                          $     1,100   $    4,800
       Bank term loans                             -          332
       Capital lease
         obligations                           1,013        1,656
                                       ----------------------------
                                               2,113        6,788
       Less current
         installments                            430          586
                                       ----------------------------
         Long-term debt,
           excluding
           current
           installments                  $     1,683   $    6,202
                                       ============================
  
     The  Company has a revolving line of credit facility with  a  bank.
     The  total  available  credit  under this  facility  is  $7,000,000
     subject  to a borrowing base.  Outstanding borrowings bear interest
     at  the  bank's prime rate (8.5% at April 30, 1998) and are secured
     by  substantially all assets of the Company.  The revolving  credit
     agreement,  which expires on October 1, 2000, requires the  Company
     to  maintain  minimum  working capital, debt service  coverage  and
     total  debt  to  net  worth, as defined.  At April  30,  1998,  the
     Company  was  either in compliance with the financial covenants  or
     obtained  the  applicable waiver letter from the bank.  The  credit
     facility  is  used  to  advance working capital  or  issue  standby
     letters  of  credit  to foreign customers to secure  the  Company's
     performance on advance payments from these customers.   There  were
     outstanding  standby letters of credit in the amount of  $1,682,672
     under this facility at April  30, 1998.
  
     The  Company  also  has term loans payable to  a  bank  in  monthly
     principal  installments of  $8,604 plus interest at  various  rates
     (ranging  from  7.25%  to  8.25% at April  30,  1998)  that  mature
     through  February  2003.  Outstanding  borrowings  are  secured  by
     substantially all assets of Telemus.
     
     Telemus  also has a facility with a bank providing for the issuance
     of  a standby letter of credit. At April 30, 1998, a standby letter
     of  credit  on  $1,542,473 has been issued under this  facility  to
     secure Telemus' performance under a contract.
  AMHERST SYSTEMS INC.
                                     
                       Notes to Financial Statements
                                     
                       April 30, 1996, 1997 and 1998
  
     
     Capital  lease obligations, related primarily to computer equipment
     purchases, are payable as follows (in thousands):
  
         Fiscal year ending April 30:
           1999                                  $     660
           2000                                        508
           2001                                        399
           2002                                        297
           2003                                        200
                                                   ---------
         Total minimum lease payments                2,064
         Less amounts representing interest,  at
         rates ranging from
           5.04% to 14.81%                           (408)
                                                   ---------
         Present  value  of  net  minimum  lease
         payments                             1,656
         Less  current installments  of  capital
         lease obligations                             492
                                                   ---------
         Obligations under capital leases,
           excluding current installments        $   1,164
                                                   ==========
     
     Accumulated  amortization  of  assets  under  capital  leases   was
     $676,102 and $961,190 at April 30, 1997 and 1998, respectively.
  
  (6)Research and Development Expenses
  
     The  cost  of  independent research and development is  charged  to
     general  and  administrative expense when  incurred.   These  costs
     amounted  to  $1,328,327, $1,743,241 and $2,151,878 for  the  years
     ended April 30, 1996, 1997 and 1998, respectively.
  AMHERST SYSTEMS INC.
                                     
                       Notes to Financial Statements
                                     
                       April 30, 1996, 1997 and 1998
     
  (7)Income Taxes
  
     Components  of   income  tax  expense  (benefit),  attributable  to
     continuing  and discontinued operations, for the years ended  April
     30, 1996, 1997 and 1998 are as follows (in thousands):
  1996         1997          1998
                              -------------------------------------
       Current:
         Federal            $    (322)   $       (9)   $      237
         State                    (28)           (1)           43
                              -------------------------------------
                                 (350)          (10)          280
                              -------------------------------------
       Deferred:
         Federal                  (68)         (135)        (117)
         State                    (12)          (15)         (13)
                              -------------------------------------
                                  (80)         (150)        (130)
                              -------------------------------------
       
         Total              $    (430)   $     (160)   $      150
                              =====================================
  The  income  tax  expense  (benefit)  has  been  allocated  on  the
     consolidated statements of operations as follows (in thousands):
  1996         1997          1998
                              -------------------------------------
       
     Continuing operations  $    (443)   $       100   $      190
     Discontinued  
     operation                     13           (260)         (40)
                              -------------------------------------
                            $    (430)   $      (160)  $      150
                              =====================================
  AMHERST SYSTEMS INC.
                                     
                       Notes to Financial Statements
                                     
                       April 30, 1996, 1997 and 1998
  
     Total  income  tax expense (benefit) differs from "expected"  taxes
     (computed  by applying the U. S. Federal corporate rate of  34%  to
     income  (continuing  and  discontinued)  before  income  taxes   as
     follows (in thousands):
  1996         1997          1998
                              -------------------------------------
       Computed "expected"
         tax expense
        (benefit)           $    (376)   $      (98)   $      354
  
       Increase (decrease)
       resulting from:
  
         Permanent differ-
           ences primarily
           foreign sales
           corporation
           commission
           in 1998                   -            11        (119)
  
         Tax credits                 -          (96)         (67)
  
         State taxes, net of
           Federal income
            tax effect            (42)          (11)           20
  
         Other                    (12)            34         (38)
                              -------------------------------------
                            $    (430)   $     (160)   $      150
                              =====================================
  The  tax effects of temporary differences that give rise to the net
     deferred  tax liability at April 30, 1997 and 1998 are  as  follows
     (in thousands):
  1997          1998
                                           ------------------------
       Deferred tax assets:
         Accrued compensation            $       212   $      280
  
         Tax credit
           carryforwards                         235          220
  
         Other                                    23            -
                                           ------------------------
             Total deferred
              tax assets                         470          500
                                           ------------------------
       Deferred tax liabilities:
  
         Accumulated depreciation
           of plant and
           equipment                     $       420   $      380
  
         Capitalized software
           costs                                 280          220
                                           ------------------------
             Total deferred
               tax liabilities                   700          600
                                           ------------------------
             Net deferred tax
               liability                 $       230   $      100
                                            =======================
  AMHERST SYSTEMS INC.
                                     
                       Notes to Financial Statements
                                     
                       April 30, 1996, 1997 and 1998
  
     Deferred  taxes  are  presented  in the  accompanying  consolidated
     balance sheets as follows (in thousands):
     
                                              1997          1998
                                           ------------------------
       Current deferred tax
        Assets                           $       235   $      280
  
       Noncurrent deferred
        tax liabilities
                                                 465          380
                                           ------------------------
                                         $       230   $      100
                                           ========================
     
     In assessing the realizability of deferred tax assets, management
     considers whether it is more likely than not that some or all of
     the assets will not be realized.  Management considers, among
     other things, projections of future taxable income and the
     scheduled reversal of deferred tax liabilities in making this
     assessment.  Based on this assessment, management believes that
     deferred tax assets are fully recoverable,  accordingly, no
     valuation allowance has been provided.
     
     The  Company's  tax credit carryforwards at April 30,  1998  expire
     from 2005 to 2012.
  
  (8)Pension Plan
  
     The  Company  has a defined contribution pension plan covering  all
     employees.  The Company's maximum matching contribution  is  4%  of
     compensation.  Expense  under the plan was $248,106,  $262,361  and
     $314,026  for  the  years  ended April 30,  1996,  1997  and  1998,
     respectively.
  
  (9)Stock Option Plan
  
     The   Company  has  a  stock  option  plan  providing  for  options
     representing  up  to  200,000 shares of  common  stock.   The  plan
     covers  substantially all employees and terminates  in  2002.   The
     Company may repurchase any shares purchased under the plan  at  the
     original  purchase price if an employee leaves the  Company  within
     three  years of exercising options.  Options generally  expire  one
     year  after  the  grant date.  Exercise prices  are  equal  to  the
     Company's  estimate of the fair value per share  of  stock  at  the
     date of grant.
  AMHERST SYSTEMS INC.
                                     
                       Notes to Financial Statements
                                     
                       April 30, 1996, 1997 and 1998
  
     A  summary of stock option activity for years ended April 30, 1996,
     1997 and 1998 is as follows:
  
                                 1996         1997          1998
                              -------------------------------------
       
       Outstanding, beginning
        of year                  2,000             -       41,540
  
       Granted                   5,000        71,600        6,500
  
       Expired and subscribed    1,000        (3,550)     (31,240)
  
       Exercised                (8,000)      (26,510)     (11,300)
                              -------------------------------------
       Outstanding, end of
       period                        -        41,540        5,500
                              =====================================
     
     The  estimated  fair value of options granted in the  fiscal  years
     ended  April  30,  1997 and 1998 determined under the  minimum  was
     insignificant. The pro forma effects of using these fair values  in
     the  determination of net income as permitted by SFAS No. 123  are,
     accordingly,  not  material. The risk-free interest  rate  used  in
     this  determination  was  5.43%.  No  dividends  are  paid  on  the
     Company's stock.
     
     The  weighted average exercise prices of options granted  in  1996,
     1997  and  1998  were  $4.50, $5.00 and $5.50,  respectively.   The
     weighted  average price of options exercised was $4.00, $4.50,  and
     $5.00 in 1996, 1997 and 1998, respectively.  At April 30, 1997  and
     1998  outstanding options were exercisable at $5.00 and  $5.50  per
     share, respectively, and expire prior to April 30, 1999.
     
     Of  the options exercised for the year ended April 30, 1998,  1,136
     shares were issued in exchange for vested accrued vacation.
  
  (10)    Operating Leases
  
     The  Company recorded operating lease expense of $621,772, $641,303
     and  $800,777  for the years ended April 30, 1996, 1997  and  1998,
     respectively.
     
     Future  annual  minimum  lease payments  under  all  non-cancelable
     operating leases are as follows (in thousands):
  
              Year ending April 30:
                1999                             $     933
                2000                                   943
                2001                                   899
                2002                                   811
                2003                                   783
              Thereafter                         $     415
                                                     ========
  AMHERST SYSTEMS INC.
                                     
                       Notes to Financial Statements
                                     
                       April 30, 1996, 1997 and 1998
  
     The  Company  subleases some of its facilities from  a  shareholder
     pursuant  to  an  operating  sublease.  Rental  expense  under  the
     sublease  was $589,967, $602,748 and $621,413 for the  years  ended
     April 30, 1996, 1997 and 1998, respectively.
  
  (11)    Acquisition of Subsidiary
  
     On  September 26, 1997, Amherst acquired all of the common stock of
     Omega  Telemus  Inc., a Canadian defense electronics  company  with
     operations  in Kanata, Ontario. The purchase price of $554,000  was
     funded primarily with cash of $21,000 and an assumption of debt  of
     approximately  $533,000. The acquisition was  accounted  for  under
     the  purchase  method of accounting and, accordingly, the  purchase
     price  was  allocated to the acquired assets and liabilities  based
     upon  estimated  fair values. Telemus' results  of  operations  are
     included with the Company from the acquisition date.
  
  (12)    Discontinued Operation
  
     In  fiscal  1998,  the Company discontinued the operations  of  its
     commercial division, Retail Systems.  The income (loss)  from  this
     discontinued  operation,  net  of  income  taxes  of  approximately
     $21,000,  $(295,000)  and $(213,000) has been separately  presented
     in  the  1996, 1997 and 1998 consolidated statements of operations,
     respectively.  The  remaining net assets of this division  totaling
     approximately  $93,000  at April 30, 1998  includes  inventory  and
     capitalized  software. The Company believes it  will  complete  the
     sale of this business in fiscal 1999.
  
  (13)    Contingent Liability
  
     The  Company  is  a defendant in a lawsuit which is  in  the  early
     stages   of  discovery.  Management  does  not  believe  that   the
     resolution of this suit will have a material adverse effect on  the
     Company's financial statements.
  AMHERST SYSTEMS, INC.
  
  Consolidated financial statements of Amherst Systems, Inc.
  for the eight months ended December 31, 1998 and 1997
  AMHERST SYSTEMS INC.
                Consolidated Condensed Balance Sheet
                          December 31, 1998
                           (in thousands)
                             (unaudited)
  Assets                          
  Current assets:                                      
       Cash and equivalents (note 8)                $         2,067
       Contract receivables (note 3)                         14,766
       Inventories (note 4)                                   3,208
       Other                                                    783
                                                        -----------
            Total current assets                             20,824
                                                        -----------
  Plant and equipment, at cost:
                                      
       Assets under capital leases                            2,920
       Computer equipment                                     2,009
       Other equipment                                        2,029
       Leasehold improvements                                   801
                                                        -----------
                                                              7,759
       Less accumulated depreciation and                           
        amortization                                          4,638
                                                        -----------
            Net plant and equipment                           3,121
  
  Software costs, net of accumulated amortization               405
  Other assets                                                  271
                                                        -----------
                                                    $        24,621
                                                        ===========
        Liabilities and Shareholders' Equity                       
  
  Current liabilities:                                             
  
       Current installments of long-term debt                   654
       Accounts payable                                       3,594
       Accrued expenses                                       3,246
       Customer advances                                      5,056
                                                        -----------
            Total current liabilities                        12,550
  
  Long-term debt, excluding current installments              6,410
  Other liabilities                                             436
                                                        -----------
            Total liabilities                                19,396
                                                        -----------
  Shareholders' equity (note 6):                                   
  
       Common stock                                              10
       Additional paid-in capital                               712
       Retained earnings                                      4,505
       Net unrealized gain on securities available                 
        for sale                                                 38
       Foreign currency translation adjustment                 (33)
                                                        -----------
                                                              5,232
       Less cost of treasury shares                               7
                                                        -----------
            Total shareholders' equity                        5,225
                                                        -----------
  Commitments and contingency (notes 3 and 8)           -----------
                                                    $        24,621
                                                        ===========                                                                 
  See accompanying notes to consolidated condensed financial
  statements.
  AMHERST SYSTEMS INC.
  Consolidated Condensed Statements of Operations and Comprehensive
                               Income
                                  
        Eight-month periods ended December 31, 1997 and 1998
                           (in thousands)
                             (unaudited)
  1997          1998
                                           ----------      --------
  Net sales                             $      18,456  $     29,151
  Costs of sales                               14,457        22,488
                                           ----------      --------
       Gross profit                             3,999         6,663
  
  General and administrative expenses                              
   (note 5)                                     3,342         4,704
                                           ----------      --------
       Operating income                           657         1,959
  
  Interest expense                                135           350
                                           ----------      --------
       Income from continuing                                      
        operations before income taxes            522         1,609
  
  Income taxes                                    104           354
                                           ----------      --------
       Income from continuing                                      
        operations                                418         1,255
  
  Loss from discontinued operations,                               
   net of income taxes (note 7)                 (131)          (70)
                                           ----------      --------
       Net income                                 287         1,185
                                           ----------      --------
  Other comprehensive income:                                      
  
       Foreign currency translation                                
        adjustments                                 -          (12)
  
       Unrealized holding gain on                                  
        marketable securities                       -            38
                                           ----------      --------
            Other comprehensive income              -            26
                                           ----------      --------
            Comprehensive income        $         287  $      1,211
                                           ==========      ========
                                                                   
  See accompanying notes to consolidated condensed financial
  statements.
  AMHERST SYSTEMS INC.
         Consolidated Condensed Statement of Shareholders' Equity
                                     
                Eight-month period ended December 31, 1998
                                     
                              (in thousands)
                                     
                                (unaudited)
  Net               
                                               unreal-           
                                               ized     For-     
                                               gain on  eign     
                                               secur-   cur-     
                     Addi-                     ities    rency    
                     tional           Re-      avail-   trans-   Total
                     paid-in  Trea-   tained   able     lation   share-
             Common  capi-    sury    earn-    for      adjust-  holders'
             stock   tal      stock   ings     sale     ment     equity
             ------  -------  ------- -------  -------  -------  --------
  Balances                                                                
  at April                                                                
  30, 1998      $10     $710     ($5)   $3,320      $-     ($21)  $4,014
                                                                          
  Purchase                                                                
  of 1,610                                                                
  treasury                                                                
  shares          -        -      (2)        -       -         -     (2)
                                                                          
  Sale of                                                                 
  500 common                                                              
  shares                                                                  
  under                                                                   
  stock                                                                   
  option                                                                  
  plan            -        2        -        -       -         -       2
                                                                          
  Net income      -        -        -    1,185       -         -   1,185
                                                                          
  Net                                                                     
  unrealized                                                              
  gain on                                                                 
  securities                                                              
  available                                                               
  for sale        -        -        -        -      38         -      38
                                                                          
  Foreign                                                                 
  currency                                                                
  transla-                                                                
  tion                                                                    
  adjustment      -        -        -        -       -      (12)    (12)
             ------  -------  -------  ------- -------   -------  --------
  Balances                                                                
  at                                                                      
  December                                                                
  31, 1998      $10     $712     ($7)   $4,505     $38     ($33)  $5,225
             ======  =======  =======  ======= =======   =======  ========
  See accompanying notes to consolidated condensed financial statements.
  AMHERST SYSTEMS INC.
           Consolidated Condensed Statements of Cash Flows
        Eight-month periods ended December 31, 1997 and 1998
  
                           (in thousands)
                             (unaudited)
  1997            1998
                                       -----------     -----------
  Cash flows from operating                                  
    activities:
  
       Income from continuing                                      
        operations                   $          418  $        1,255
  
       Loss from discontinued                                      
        operations                            (131)            (70)
                                        -----------     -----------
            Net Income                          287           1,185
                                                                   
  Adjustments to reconcile net                                     
   income to net cash provided by
   operating activities:
  
       Depreciation and                                            
        amortization of plant and                                  
        equipment                               311             431
  
       Amortization of capitalized                                 
        software costs                           97             107
  
       Deferred income taxes                     35            (30)
  
       Changes in assets and                                       
        liabilities providing
        (using) cash:
  
            Contract receivables              (296)         (3,827)
            Inventories                       (352)         (1,304)
            Accounts payable                  (627)           2,561
            Accrued expenses                     11             983
            Customer advances                 2,379           1,180
            Other                             (775)           (194)
                                        -----------     -----------
                 Total adjustments              783            (93)
                                        -----------     -----------
                 Net cash provided                                 
                  by operating                                     
                  activities                  1,070           1,092
                                        -----------     -----------
  Cash flows from investing                                        
   activities:                                     
  
       Purchase of plant and                                       
        equipment                           (1,046)         (1,086)
  
       Proceeds from disposal of                                   
        plant and equipment                       -           1,028
                                        -----------     -----------
            Net cash used by                                       
             investing activities           (1,046)            (58)
                                        -----------     -----------
  Cash flows from financing                                        
   activities:
  
       Net proceeds from bank notes                                
        payable                               1,000             670
  
       Proceeds from other long-                                   
        term debt                               601               -
  
       Repayment of other long-term                                
        debt                                  (187)           (394)
  
       Proceeds from sale of common                                
        shares                                   51               2
  
       Purchase of common stock for                                
        treasury                                  -             (2)
                                        -----------     -----------
            Net cash provided by                                   
             financing activities             1,465             276
                                        -----------     -----------
            Effect of exchange rate                                
             changes on cash                     13            (68)
                                        -----------     -----------
            Net increase in cash                                   
             and equivalents                  1,502           1,242
  
  Cash and equivalents at beginning                                
   of period                                     45             825
                                        -----------     -----------
  Cash and equivalents at end of                                   
   period                            $        1,547  $        2,067
                                                                   
  Supplemental cash flow information (note 2)
                                                                   
  See accompanying notes to consolidated condensed financial
  statements.
  AMHERST SYSTEMS INC.
                                     
           Notes to Consolidated Condensed Financial Statements
                                     
                        December 31, 1997 and 1998
                                     
                                (Unaudited)
  
  (1)Basis of Presentation
  
     The  consolidated condensed financial statements of Amherst Systems
     Inc.  and  subsidiary (the Company) as of and for  the  eight-month
     periods  ended December 31, 1998 and 1997 have been prepared  using
     the  same accounting principles employed in the preparation of  the
     annual financial statements for the years ended April 30, 1997  and
     1998.    These  interim  period  statements  should  be   read   in
     conjunction with the annual statements.
     
     Effective  May  1,  1998,  the Company adopted  the  provisions  of
     Statement  of  Financial Accounting Standards No.  130,  "Reporting
     Comprehensive Income."
     
     The  interim  period financial statements contain all  adjustments,
     consisting  of normal recurring items, necessary to fairly  present
     the  Company's consolidated financial position at December 31, 1998
     and  its  results of operations and cash flows for the  eight-month
     periods  ended  December  31,  1997 and  1998  in  conformity  with
     generally accepted accounting principles.
     
     The   results  of  operations  for  the  eight-month  period  ended
     December 31, 1998 are not necessarily indicative of results  to  be
     expected for the full year.
     
     
  (2)Supplemental Cash Flow Information
  
                                           1997         1998
                                         -----------------------
        Cash paid for (in thousands):
         Interest                      $  (135)   $     (350)
                                         =======================
         Taxes                         $    (2)   $     (354)
                                         =======================
  
     Supplemental   schedule   of  noncash   investing   and   financing
     activities (in thousands):
  
                                           1997         1998
                                         ----------------------
        Conversion of employee vested
        vacation to common shares
         under stock option plan       $      6   $         -
                                         ======================
        Fair value of debt assumed
         in acquisition of
         subsidiary                    $    533   $         -
                                         ======================
        Receipt of investment
         securities in exchange
         for assets of discontinued
         operation                     $      -   $       200
                                         ======================
  AMHERST SYSTEMS INC.
                                     
           Notes to Consolidated Condensed Financial Statements
                                     
                        December 31, 1997 and 1998
                                     
                                (Unaudited)
  
  (3)Contract Receivables
  
     The  components of contract receivables (primarily  from  the  U.S.
     Government) at December 31, 1998 follow (in thousands):
  
        Amounts billed                           $   5,916
        
        Costs  and estimated earnings in  excess
        of
         Billings on uncompleted contracts           8,850
                                                   ---------
                                                 $  14,766
                                                   =========
  
     Costs   incurred  by  the  Company  in  the  performance  of   U.S.
     Government  contracts are subject to audit by the Defense  Contract
     Audit  Agency  (DCAA).   In the opinion of  management,  the  final
     determination  of  allowable costs will not result  in  significant
     adjustments to recorded amounts.
  
  (4)Inventories
  
     The  components of inventories at December 31, 1998 are as  follows
     (in thousands):
     
        Parts                                           $ 1,114
        Work-in-process                                   1,779
        Finished goods                                      315
                                                          ------
                                                        $ 3,208
                                                          ======
  
  (5)Research and Development Expenses
  
     The  cost  of  independent research and development,  including  an
     allocation   of   overhead  costs,  is  charged  to   general   and
     administrative  expense  when incurred.  These  costs  amounted  to
     $1,475,545  and  $1,927,189  for  the  eight-month  periods   ended
     December 31, 1997 and 1998, respectively.
  AMHERST SYSTEMS INC.
                                     
           Notes to Consolidated Condensed Financial Statements
                                     
                        December 31, 1997 and 1998
                                     
                                (Unaudited)
  
  (6)Stock Option Plan
  
     During the eight-month period ended December 31, 1998, 5,500  stock
     options   expired.    At  December  31,  1998,   no   options   are
     outstanding.
  
  (7)Discontinued Operation
  
     In  the  year  ended April 30, 1998, the Company  discontinued  the
     operation  of  its  commercial division, Retail  Systems.   In  the
     eight-month period ended December 31, 1998, the Company  eliminated
     the remaining assets of this division and received common stock  of
     a  third party buyer with a fair value of $200,000 in exchange  for
     certain  of  those assets.  The investment in common stock  of  the
     buyer,   which  is  included  in  other  current  assets   in   the
     accompanying  1998 balance sheet, is accounted for  as  a  security
     available  for  sale  and, accordingly, is  reported  at  its  fair
     value.   Unrealized  gains  on  this common  stock  investment  are
     reported  as a separate component of other comprehensive income  in
     the  accompanying  consolidated financial statements.   The  losses
     from  operating this division and, in 1998, the net effect  of  the
     disposition  have been segregated in the accompanying statement  of
     operations  and  comprehensive  income.   The  net  effect  of  the
     disposition was not significant.
  
  (8)Contingent Liability
  
     The  Company  is  a defendant in a lawsuit which is  in  the  early
     stages  of  discovery.   Management  does  not  believe  that   the
     resolution of this suit will have a material adverse effect on  the
     Company's financial statements.
     
     At  December 31, 1998, there are $2,597,913 of standby  letters  of
     credit  outstanding  and  $1,981,975 of  cash  restricted  for  use
     pursuant to one specific contract.
     
     
  (9)Long-Term Debt
  
     In  November 1998, the Company increased the borrowing base of  its
     revolving line of credit to $10,000,000.
     
  (10)    Subsequent Event
  
     On  March  26,  1998, the Company sold its business operations  and
     related   assets   and  liabilities  to  Comptek   Research,   Inc.
     (Comptek).   The sale price was $30 million paid in  a  combination
     of  cash  and notes.  Comptek also assumed the Company's  long-term
     debt which had a balance of $5.1 million on the transaction date.
  (b)  PRO FORMA FINANCIAL INFORMATION.
  
  The accompanying Unaudited Pro Forma Consolidated Financial
  Information gives effect to the following transactions as indicated
  below:
  
       -  The acquisition by the Company of PRB Associates, Inc. in
          May 1998.
  
       -  The acquisition by the Company of the business and
          substantially all of the related assets and liabilities
          of Amherst (the "Amherst Acquisition").
            
       -  The sale of the Debentures in the aggregate principal
          amount of $15 million (the "Offering").
            
  The Company completed its purchase of its wholly-owned subsidiary PRB
  Associates, Inc. (the "PRB Acquisition") in May 1998.  PRB is a leader
  in the development of military mission planning systems used to
  automate complex planning functions for routing, fuel, ordnance and
  tactics for advanced aircraft weapons systems.  PRB's annual net
  sales, prior to the acquisition by the Company, were approximately
  $30.0 million with the majority of such sales attributable to domestic
  activities.
  
  The unaudited pro forma consolidated balance sheet gives effect to the
  Amherst Acquisition and the Offering as if such events had occurred as
  of December 25, 1998.  No pro forma effect is given to the PRB
  Acquisition as the Company's historical consolidated balance sheet at
  December 25, 1998 already gives effect to such acquisition.
  
  The pro forma statement of operations for the year ended March 31,
  1998 gives effect to the PRB Acquisition, the Amherst Acquisition, and
  the Offering as if they had occurred on April 1, 1997.  For this
  purpose, the historical financial statements of Amherst for its fiscal
  year ended April 30, 1998 and of PRB for its year ended December 31,
  1997 have been used together with the Company's consolidated financial
  statements for the year ended March 31, 1998.
  
  The pro forma statement of operations for the nine-months ended
  December 25, 1998 gives effect to the Amherst Acquisition and the
  Offering as if they had occurred on April 1, 1997.  The Company's
  historical consolidated financial statements for this nine-month
  period already reflect the PRB Acquisition from May 1, 1998 and,
  accordingly, required the addition of PRB results for a one month
  period through pro forma adjustment.  The historical consolidated
  financial statements of Amherst for the eight months ended December
  31, 1998 have been used in this pro forma and, accordingly, required
  the addition of Amherst results for a one month period through pro
  forma adjustments.
  
  The Amherst Acquisition pro forma adjustments are based on a
  preliminary purchase price allocation using information currently
  available.  The pro forma results are not necessarily indicative of
  operating results had the acquisitions or the Offering actually
  occurred on April 1, 1997 or the results to be expected in the future.
  Unaudited Pro Forma Consolidated Balance Sheet
                          As of December 25, 1998
                               (In thousands)
  Comptek       Amherst       Amherst   
                         Research,      Systems,     Acquisition 
                            Inc.          Inc.
                            and            and       Adjustments 
                        Subsidiaries   Subsidiary         
                        ------------   -----------  ------------
   Assets                                                         
   Cash                        $1,161       $2,067                  
   Receivables                 24,432       14,766         (300)  (A)
                                                         (1,762)  (B)
                                                                    
   Inventory                   2,470        3,208          (250)  (A)
   Refundable income                                                
     taxes                       932            -
   Other current assets          707          783          (548)  (B)
                        ------------   -----------   ------------
  Total current assets         29,702       20,824       (2,860)   
                                                                   
   Net fixed assets                                                 
                               3,856        3,121
                                                                   
   Intangible assets           14,620            -        27,733  (A)
   Other long term                                                  
     assets                    1,731          676            215  (A)
                        ------------   -----------   ------------
   Total assets               $49,909      $24,621        $25,088     
                        ============   ===========   ============
                                                                     
   Liabilities and                                                
    shareholders'
    equity
   Current installments        $3,527        $654                
    of long-term debt
                                                                  
   Accounts payable            3,084        3,594
                                                                      
   Accrued liabilities         7,517        3,246
                                                                  
   Deferred income             2,893            -
    taxes
                                                                  
   Customer advances               -        5,056               
                        ------------   -----------   ------------
   Total current                                                      
    liabilities               17,021       12,550              -
                                                                     
   Deferred income                                                    
    taxes                        352            -
                                                                 
   Due to Seller at                                               
    Closing                                               20,000  (D)
   Long term debt,                                                    
    excluding current
    Installments              18,383        6,410         10,000  (D)
                                                             663  (C)
                                                                  
   Other liabilities               -          436          (350)  (B)
                        ------------   -----------   ------------
                                                                      
   Total liabilities          35,756       19,396         30,313
                        ------------   -----------   ------------
                                                                     
   Shareholders'                                                  
    equity:
                                                                    
   Common stock                  110           10           (10)  (B)
                                                                    
   Additional paid-in         16,082          712          (712)  (B)
    capital
                                                                    
   Stock related awards         (243)           -
    and loans
   Retained earnings           1,433         4,505        (4,505) (B)
   Foreign currency                                                 
    translation                    -           (33)           33  (B)  
    adjustment                                                    
   Net unrealized loss                                                
    on securities
    available for sale              -           38           (38)  (B)
                                                                    
   Treasury stock             (3,229)           (7)            7   (B)
                         ------------   -----------   ------------
                                                                   
                                                                  
   Total shareholders'        14,153         5,225        (5,225)
    equity
                                                                 
   Total liabilities                                              
    and shareholders'
    equity                    $49,909      $24,621       $25,088 
                        ============   ===========   ============
                                     
          Unaudited Proforma Consolidated Balance Sheet
                     As of December 25, 1998
                     (In thousands) (cont'd)
  Pro Forma                              
                            Including      Offering                
                             Amherst      Adjustments              
                           Acquisition        (E)       Pro Forma
                           -----------   ------------  ------------
   Assets                                                          
   Cash                         $3,228                       $3,228
   Receivables                                                     
                                37,136                       37,136
                                                                   
   Inventory                                                       
                                 5,428                        5,428
   Refundable income                                               
    Taxes                          932                          932
                                                                   
   Other current assets            942                          942
                           -----------   ------------  ------------
                                                                   
  Total current assets          47,666              -        47,666
                                                                   
   Net fixed assets              6,977                        6,977
                                                                   
   Intangible assets            42,353                       42,353
   Other long term                                                 
    assets                       2,622            838         3,460
                           -----------   ------------  ------------
   Total assets                $99,618           $838      $100,456
                           ===========   ============  ============
                                                                   
   Liabilities and Shareholders' Equity
  
   Current installments         $4,181                       $4,181
    of long-term debt
  
   Accounts payable      	       6,678                        6,678	                                                
  
   Accrued liabilities          10,763                       10,763                                   
  
   Deferred income                                                 
    taxes                        2,893                        2,893
  
   Customer advances             5,056                        5,056
                           -----------   ------------  ------------
   Total current                                                   
    liabilities                 29,571              -        29,571
                                                                   
   Deferred income                                                 
    taxes                          352                          352
                                                                   
   Due to Seller at                                                
    closing                     20,000       (20,000)             -
  
   Long term debt,                                                 
    excluding current
    installments                35,456         20,000        56,294
                                                                   
                                                  838
                                                                   
   Other liabilities                86                           86
                           -----------   ------------  ------------
                                                                   
  Total liabilities             85,465            838        86,303
                           -----------   ------------  ------------
                                                                   
   Shareholders' equity:
  
   Common stock			                 110	                 		      110                                                    
  
   Additional paid-in                                              
    capital                     16,082                       16,082
  
   Stock related awards                                            
    and loans                    (243)                        (243)
  
   Retained earnings             1,433                 			    1,433                              
  
   Foreign currency                                                
            translation              -                            -
             adjustment
  
   Net unrealized loss                                             
    on securities
    available
    for sale                         -                            -
                                                                   
   Treasury stock              (3,229)              -       (3,229)
                           -----------   ------------  ------------
                                                                   
   Total shareholders'                                             
    equity                      14,153              -        14,153
                                                                   
   Total liabilities                                               
    and shareholders'
    equity                     $99,618           $838      $100,456
                           ===========   ============  ============
  Unaudited Pro Forma Consolidated Statement of Operations
              For the Nine Months Ended December 25, 1998
                            (In thousands)
  Comptek       Amherst                   
                        Research,     Systems,       Amherst
                        Inc. and      Inc. and     Acquisition
                      Subsidiaries   Subsidiary    Adjustments
                      ----------------------------------------------
  
  Net sales                 $67,991       $29,151        $3,010  (H)
                                                          5,257  (I)
  Costs and expenses:                                              
    Cost of sales            51,569        22,488         1,561  (H)
                                                          4,200  (I)
                                                                   
    Selling, general                                              
     and administra-                                               
     tive                                                          
                              9,512         2,777         1,114  (A)
                                                          1,140  (H)
                                                            535  (I)
                                                          (251)  (F)
                                                          (163)  (J)
                                                                   
    Research and                                                   
     development              1,900         1,927           115  (H)
                                                            210  (I)
                       ------------  ------------  ------------    
       Operating                                                   
        profit                5,010         1,959         (194)    
  
  Net interest                                                     
   expense                  (1,099)         (350)         (413)  (D)
                                                          (179)  (H)
                                                           (55)  (I)
                                                           (88)  (C)
                                                             36  (K)
                       ------------  ------------  ------------    
       Income before                                               
        income taxes          3,911         1,609         (893)
  
  Income taxes              (1,564)         (354)           357  (G)
                       ------------  ------------  ------------    
       Income from                                                 
        continuing                                             
        operations           $2,347        $1,255        ($536)
                       ============  ============  ============    
                                                                   
  Basic earnings per                                               
  share                       $0.47
                                                                   
  Diluted earnings                                                 
  per share                   $0.45
                                                                   
  Weighted average                                                 
  shares outstanding-              
  basic                       5,027
                                                                   
  Weighted average                                                 
  shares outstanding-              
  diluted                     5,203
  
       Unaudited Pro Forma Consolidated Statement of Operations
              For the Nine Months Ended December 25, 1998
                        (In thousands) (cont'd)
  Pro Forma                                
                        Including     Offering          
                         Amherst     Adjustments        
                       Acquisition       (E)        Pro Forma
                       ----------------------------------------
  
  Net sales                $105,409                    $105,409    
                                                                   
  Costs and expenses:                                              
    Cost of sales            79,818                      79,818    
                                                                   
                                                                   
    Selling, general                                              
     and administra-                                           
     tive                    14,664           126        14,790
                                                                   
                                                                   
                                                                   
                                                                   
                                                                   
    Research and                                                   
     development              4,152                       4,152
                        -----------  ------------  ------------    
                                                                   
       Operating                                                   
        profit                6,775         (126)         6,649
  
  Net interest                                                     
   expense                  (2,148)       (1,251)       (3,399)
                                                                   
                                                                   
                                                                   
                                                                   
                       ------------  ------------  ------------    
       Income before                                               
        income taxes          4,627       (1,377)         3,250
  
  Income taxes              (1,561)           551       (1,010)    
                       ------------  ------------  ------------    
       Income from                                                 
        continuing                                             
        operations           $3,066        ($826)        $2,240
                       ============  ============  ============    
                                                                   
  Basic earnings per                                               
  share                                                   $0.45
                                                                   
  Diluted earnings                                                 
  per share                                               $0.43  (N)
                                                                   
  Weighted average                                                 
  shares outstanding-                                          
  basic                                                   5,027
                                                                   
  Weighted average                                                 
  shares outstanding-                                              
  diluted                                                 5,203  (N)
  Unaudited Pro Forma Consolidated Statement of Operations
                     For the Year Ended March 31, 1998
                               (In thousands)
  Comptek       PRB        PRB     Pro Forma  Amherst
                     Research,  Associates, Acquisi-    Before   Systems,
                     Inc. and    Inc. and     tion      Amherst  Inc. and
                     Subsidi-   Subsidiary   Adjust-   Acquisi-   Subsi-
                       aries                ments (L)    tion      diary
                     ---------  ----------- ---------  --------- --------
  Net sales            $72,008      $29,474    ($182)   $101,300   $31,644
  
   Costs and                                                              
    expenses:
  
    Cost of                                                               
     sales              57,849       23,783     (326)     81,306    24,436
  
    Selling,                                                              
     general and                                                          
     administra-                                                          
     tive                8,644        2,573       576     11,793     3,484
  
    Research and                                                          
     development           772        1,052         3      1,827     2,152
  
    Other income           100           44         -        144         -
                     ---------  ----------- ---------  ---------  --------
       Operating                                                          
        profit           4,843        2,110     (435)      6,518     1,572
  
  Net interest                                                            
  expense                (421)        (390)     (840)    (1,651)     (273)
                                                                          
                                                                          
                                                                          
  Minority                                                                
   interest in loss                                                       
   of subsidiary             -           36      (49)       (13)         -
                     ---------   ---------- ---------  ---------  --------
       Income from                                                        
        continuing                                                        
        operations                                                        
        before                                                            
        income                                                            
        taxes (M)        4,422        1,756   (1,324)      4,854    1,299
  
  Income taxes         (1,727)        (718)       443    (2,002)     (190)
                     ---------  ----------- ---------  ---------  --------
    Net income from                                                       
     continuing                                                           
     operations         $2,695       $1,038    ($881)     $2,852    $1,109
                     =========  =========== =========  =========  ========
  Basic earnings                                                          
  per share              $0.52                             $0.55
                                                                          
  Diluted earnings                                                        
  per share              $0.51                             $0.54
                                                                          
  Weighted Average                                                        
  Shares                                                        
  Outstanding -                                                 
  basic                  5,184                             5,184
                                                                          
  Weighted Average                                                        
  Shares                                                        
  Outstanding -                                                 
  diluted                5,316                             5,316
  
     Unaudited Pro Forma Consolidated Statement of Operations
                 For the Year Ended March 31, 1998
                      (In thousands) (cont'd)
  Amherst                                
                     Acquisi-    Pro Forma                  
                       tion      Including    Offering      
                     Adjust-      Amherst     Adjust-       
                      ments     Acquisition    ments    Pro Forma
                                                (E)
                     --------  -----------    --------  ---------
  Net sales                         $132,944             $132,944
  
   Costs and                                                     
    expenses:
  
    Cost of                                                      
     sales                           105,742              105,742
  
    Selling,                                                     
     general and                                                 
     administra-                                                 
     tive               1,570  (A)    16,721       168     16,889
                         (126) (F)
  
    Research and                                                 
     development                       3,979                3,979
  
    Other income                         144                  144
                     --------    -----------  --------  ---------
       Operating                                                 
        profit        (1,444)          6,646     (168)      6,478
  
  Net interest                                                   
  expense               (550)  (D)   (2,636)   (1,684)    (4,320)
                        (124)  (C)                               
                         (38)  (K)                               
                                                                 
  Minority                                                       
   interest in loss                                              
   of subsidiary                        (13)                 (13)
                     --------     ----------  --------  ---------
       Income from                                               
        continuing                                               
        operations                                               
        before                                                   
        income                                                   
        taxes (M)     (2,156)          3,997   (1,852)      2,145
  
  Income taxes            862  (G)   (1,330)       741      (589)
                     --------    -----------  --------  ---------
    Net income from                                              
     continuing                                                  
     operations      ($1,294)         $2,667  ($1,111)     $1,556
                     ========  =============  ========  =========
  Basic earnings                                                 
  per share                                                 $0.30
                                                                 
  Diluted earnings                                                    
  per share                                                 $0.29  (N)
                                                                 
  Weighted Average                                                    
  Shares                                                         
  Outstanding -                                                  
  basic                                                     5,184
                                                                 
  Weighted Average                                                    
  Shares                                                              
  Outstanding -                                                       
  diluted                                                   5,316  (N)
  Notes To Unaudited Pro Forma
                    Consolidated Financial Information
  
  A.   The Amherst Acquisition is being accounted for as a purchase,
    accordingly, the purchase price of $30.0 million plus transactions
    costs will be allocated to assets acquired and liabilities assumed
    based on their estimated fair values.  These adjustments reflect the
    Company's estimate of fair value based on the preliminary information
    available.  The excess of the purchase price over the fair value of net
    tangible assets acquired has been allocated to identifiable intangible
    net assets (e.g. non-compete agreements and technology), and goodwill.
    These intangible assets will be amortized over the period of estimated
    benefit ranging from two to twenty-five years.  The amount of goodwill
    resulting from this preliminary allocation is approximately $27.0
    million.
  
  B.   The Company acquired certain assets and assumed certain
    liabilities of Amherst.  This adjustment removes the assets of the
    operations that were not acquired and the shareholders' equity of
    Amherst, which remained with Amherst.
  
  C.   Adjustment represents a current estimate of the Company's
    transaction costs, including the costs associated with the modification
    of the Company's revolving credit and term loan facility. The pro forma
    assumes that the transaction costs have been and will be funded by
    borrowings from the revolving credit facility and that interest expense
    will increase accordingly.
  
  D.   Reflects the $30.0 million purchase price payable as follows: (i)
    $20.0 million due at closing to Amherst, of which $5.0 million was
    financed through the Company's modified revolving credit facility and
    $15.0 million financed through the Offering (ii) a two year, $6.5
    million note payable to Amherst bearing interest at 5.5% and (iii) a
    two year $3.5 million note payable to Amherst bearing interest at 5.5%.
    The statements of operations effect of these adjustments consists of
    the incremental interest expense on these notes. The terms of the
    Amherst Acquisition required the Company to pay $20.0 million in cash
    at closing to Amherst.  For purposes of this pro forma presentation the
    amount payable at closing has been presented as a liability in the
    Amherst Acquisition adjustments as a means to isolate the impacts of
    the Amherst Acquisition from those of the Offering.
  
  E.   The Offering Adjustments reflect the sale of Debentures in the
    amount of $15.0 million and the borrowing of $5.0 million under the
    Company's revolving credit and term loan facility.  The associated
    estimate of debt issuance costs, of approximately $838,000, have been
    or will be financed with the revolving credit and term loan facility.
    The Offering debt issuance costs will be amortized using the straight-
    line method over the term of the Debentures.  The Offering adjustments
    to the pro forma statements of operations are as follows: (i)
    amortization of the debt issuance costs; (ii) interest expense, on the
    Debentures, at an assumed rate of 8.50%; (iii) interest expense
    resulting from borrowings on revolving credit facility to fund the
    Amherst Acquisition and Offering debt issuance costs; and (iv) the
    income tax effect of these adjustments at the Company's estimated
    effective tax rate.
  
  F.   Reflects an adjustment for historical expenses associated with a
  legal action between Amherst and PRB that will be terminated as a
  result as a result of the Amherst Acquisition.
  
  G.   Represents the income tax effect of pro forma adjustments at the
  Company's estimated effective tax rate.
  
  H.   Represents an adjustment for one month's results of PRB, in order
  to reflect nine months of operating results.
  
  I.   Represents an adjustment for one month's results of Amherst in
  order to reflect nine months of operating results.
  
  J.   Represents an adjustment, to Amherst, for acquisition related
  expenses.
  
  K.   Reflects a reduction in interest expense resulting from the
  assumed use of the Company's lower rate revolving credit facility to
  finance operations.
  
  L.   Reflects the purchase adjustments, for the PRB Acquisition,
  consisting primarily of amortization of goodwill, additional interest
  expense resulting from the financing of the $20.0 million purchase
  price, and the removal of a consolidated subsidiary of which the
  Company did not acquire a majority interest.
  
  M.   The financial results of Amherst exclude a loss from discontinued
  operations, net of income tax benefit, of approximately $213,000 and
  $70,000 in the year and nine month periods, respectively.
  
  N.   Excludes the effect of an assumed conversion of the Debentures.
  At an assumed interest rate of 8.50%, and a conversion price of $9.50,
  such assumed conversion would be anti-dilutive.  Additionally, at a
  conversion price of $8.50, such assumed conversion would be anti-
  dilutive.
  (c)       Exhibits.
  
            The following exhibits are filed as part of this report:
            
       Exhibit 2.  Asset Purchase Agreement, dated as of December 23, 1998
       by and among Comptek Research, Inc., Amherst Systems, Inc. and ASI
       Acquisition Corp., as amended by the amendment dated as of February
       23, 1999, included in this filing.
       
       Exhibit 23.  Consent of Independent Auditors.
            
       Exhibit 99.  News Release dated March 29, 1999, issued by the
       Company announcing completion of the acquisition of the business
       operations and related assets and liabilities of Amherst Systems,
       Inc.
  
                              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:   April 9, 1999                  By: /s/John J. Sciuto
        ------------------------            --------------------
                                        
                                            John J. Sciuto
                                            Chairman, President and
                                            CEO
  EXHIBIT 2
  
                                     
                         Asset Purchase Agreement
  
       THIS AGREEMENT, made as of December 23, 1998, by and among COMPTEK
  RESEARCH, INC., a New York corporation having an office and principal
  place of business at 2732 Transit Road, Buffalo, New York 14224
  (hereinafter referred to as "CRI"), AMHERST SYSTEMS, INC., a Delaware
  corporation having an office and principal place of business at 30
  Wilson Road, Williamsville, New York 14221 (hereinafter referred to as
  "Amherst") and ASI Acquisition Corp., a Delaware corporation having its
  principal place of business at 3539 South Eastern Avenue, Las Vegas,
  Nevada 89109 (hereinafter referred to as "ASI").
  
                           W I T N E S S E T H :
  
       WHEREAS, CRI desires to purchase from Amherst, and ASI desires to
  cause Amherst to sell to CRI, substantially all of the assets,
  properties, rights and business of Amherst upon the terms and
  conditions and for the purchase price hereinafter set forth;
  
       WHEREAS, each of the Parties to this Agreement (collectively
  sometimes hereinafter referred to as "the Parties") desires to make
  certain representations, warranties and agreements in connection with
  the acquisition by CRI of Amherst's assets, and also to prescribe
  conditions thereto.
  
       NOW, THEREFORE, for and in consideration of the mutual covenants
  and agreements hereinafter set forth, the Parties hereto agree as
  follows:
  
                                 ARTICLE I
                            CERTAIN DEFINITIONS
  
  For purposes of this Agreement, the following terms have the meanings
  specified or referred to in this Article 1:
  
  "Accounts Receivable"-- shall mean accounts receivable billed and
  eligible to be billed to customers and other trade debtors of Amherst,
  notes receivable and all other amounts owing to Amherst.
  
  "Acquired Assets"-- shall mean all the assets, properties, rights and
  business of Amherst (including, without limitation, the stock of its
  subsidiary, Telemus Inc.) of every kind and description, wherever
  located, including, without limitation, all property, tangible or
  intangible, real, personal or mixed, cash, notes and Accounts
  Receivable and other rights to receive payment owned by Amherst,
  claims, causes of action and rights of recovery or set-off, reserves,
  prepayments, deferred and other charges, inventories (including,
  without limitation, raw materials, finished goods, work-in-process and
  goods in transit), supplies, machinery, fixtures, equipment, tools,
  dies, jigs and molds, inventions, samples, models, securities, claims
  and rights under Contracts of Amherst (including noncompetition rights
  pursuant to covenants of current and former shareholders, officers, and
  employees of Amherst), all rights to use trade names, trademarks,
  service marks and applications therefor, if any, and slogans used by
  Amherst in connection with its business or products, the goodwill of
  the business conducted by Amherst, all computer software owned or used
  by Amherst, and all patents and copyrights and applications therefor,
  if any, all trade secrets, know how, concepts, applications,
  procedures, marketing and technical data, and the Acquired Books and
  Records; provided, that the foregoing shall not include:
  
            (i)  The corporate charter, qualifications to conduct
       business as a foreign corporation, arrangements with registered
       agents relating to foreign qualifications, taxpayer and other
       identification numbers, seals, minute books, stock transfer books,
       blank stock certificates, original Tax Returns and other documents
       relating to the organization, maintenance, and existence of
       Amherst as a corporation;
            
            (ii)  Any assets or rights which are not assignable pursuant
       to the terms of the document or instrument creating same or which
       are only assignable with the consent of a third party who refuses
       to grant such consent, which shall be transferred as and when such
       consent is obtained and otherwise as provided in Section 2.2 of
       this Agreement;
            
            (iii)  Approximately $2,000,000 in value of:  (a) trade
       accounts receivable, at book value, (b) assets of Amherst relating
       to Amherst's discontinued commercial operations, at book value and
       (c) shares of common stock of Applied Cellular Technology
       Incorporated and the related stock registration rights ("ACT
       Stock"), at market value  (which specific excluded assets are
       identified on Schedule 1 attached hereto).  The market value of
       the ACT Stock was determined by reference to the closing bid price
       of the ACT Stock on the NASDAQ stock market on December 3, 1998.
       The specific excluded assets identified on Schedule 1 shall be
       adjusted at Closing to account for (a) any change in the market
       value of ACT Stock and (b) any liquidation of any ACT Stock, any
       assets referred to in clause (b) of the first sentence of this
       definition or any identified trade accounts receivable prior to
       Closing.  It is the intention of the Parties that the aggregate
       value of such identified assets at Closing be $2,000,000.
       Therefore, the market value of the ACT Stock will be revalued
       immediately prior to Closing based on its closing bid price the
       day before Closing.  To account for such market fluctuation in the
       value of ACT Stock and to account for any liquidation of ACT
       Stock, any assets referred to in clause (b) of the first sentence
       of this definition or any trade accounts receivable liquidated
       prior to Closing, appropriate adjustments to Schedule 1 shall be
       made immediately prior to Closing by addition to or deletions from
       the schedule of retained trade accounts receivable;
            
            (iv)  The capital stock of Amherst's foreign investment
       subsidiary, Amherst Systems International, Inc., a Barbados
       corporation;
            
            (v)  The rights of Amherst under this Agreement; and
            
            (vi)  Any property or assets contributed by ASI to Amherst in
       connection with the Permitted Merger or otherwise.
            
            Assets covered by (i) to (vi), inclusive, being the "Excluded
       Assets".
  
  Without limiting the foregoing, the "Acquired Assets" shall include:
  (i) all assets (including, without limitation, the stock of its
  subsidiary, Telemus Inc.), property, rights and business of Amherst
  shown or reflected on the Balance Sheet, (ii) all assets, property,
  rights and business acquired by Amherst on or after the Balance Sheet
  Date and prior to the Closing Date and (iii) all assets, properties,
  rights and business of Amherst set forth on any Schedule or Exhibit to
  this Agreement, except in each case for the Excluded Assets.  To the
  extent that any assets, property, rights or business of Amherst are
  intended to be transferred to CRI pursuant to the general language of
  this Agreement but do not appear on the applicable Schedules or
  Exhibits to this Agreement, the general language shall govern and such
  assets, property, rights and business shall nonetheless be deemed
  transferred to CRI.
  
  "Acquired Books and Records"-- shall mean all books, records and
  documents pertaining to the assets, properties, business, operations,
  accounts, financial condition or customers of Amherst, regardless of
  whether such books and records are maintained for tax or financial
  reporting purposes (including, without limitation, files, customer and
  vendor lists, marketing literature, blueprints, plans, specifications
  and drawings).
  
  "Adjustment Amount"-- shall mean any amount by which the (i) Closing
  Book Value of Amherst as of the Closing Date is less than two million
  and 00/100 dollars ($2,000,000), plus (ii) 50% of the amount, if any,
  by which Amherst's long-term debt (including the current portion of
  long-term debt) is in excess of eight million and 00/100 dollars
  ($8,000,000) as of the Closing Date.
  
  "Amherst Agreements" means the agreements, dated as of December 23,
  1998 by which ASI acquired Amherst.
  
  "Amherst Closing Documents" as defined in Section 3.2(a).
  
  "Amherst Disclosure Letter"--shall mean a disclosure letter provided by
  Amherst to CRI, identified as being provided pursuant to this Agreement
  and including any updates thereof delivered to CRI prior to the Closing
  Date.  All representations and warranties of Amherst or ASI  are
  qualified by disclosures made in the Amherst Disclosure Letter.
  
  "Amherst Indemnified Person" as defined in Section 10.3.
  
  "Applicable Contract"--shall mean any Contract (a) under which Amherst
  has or may acquire any rights, (b) under which Amherst has or may
  become subject to any obligation or liability, or (c) by which Amherst
  or any of the assets owned by it is or may become bound.
  
  "Balance Sheet"--as defined in Section 3.5.
  
  "Beyond the Reasonable Control of a Party"-- shall mean causes which
  are unforeseeable, not due to a Party's (individually or collectively)
  own negligence, and which cannot be overcome by the exercise of due
  diligence, such as labor strikes, riots, fires, earthquakes, floods,
  severely inclement weather, epidemics, war, acts of God, and such other
  similar types of occurrences even if not expressly listed herein.
  
  "Book Value"--shall mean Amherst's total consolidated shareholders'
  equity determined in accordance with GAAP.
  
  "Breach"--shall mean a "Breach" of a representation, warranty,
  covenant, obligation, or other provision of this Agreement or any
  instrument delivered pursuant to this Agreement; such a "Breach" will
  be deemed to have occurred if there is or has been (a) any material
  inaccuracy in or breach of, or any material failure to perform or
  comply with, such representation, warranty, covenant, obligation, or
  other provision, or (b) any other occurrence or circumstance that is or
  was inconsistent with such representation, warranty, covenant,
  obligation, or other provision which is material and adverse and which
  is not beyond the Reasonable Control of a Party, and the term "Breach"
  means any such inaccuracy, breach, failure, claim, occurrence, or
  circumstance.
  
  "Certified Financial Statements"--shall mean the Financial Statements
  of Amherst certified by Amherst's chief executive officer and Amherst's
  chief financial officer (or individuals of similar capacity) as having
  been prepared in accordance with United States generally accepted
  accounting principles applied on a consistent basis and fairly
  presenting the financial position of Amherst as of the date thereof and
  the results of its operations and changes in financial position for the
  periods then ended.
  
  "Certifying Representative"-as defined in Section 2.7(a).
  
  "Closing"--as defined in Section 2.4.
  
  "Closing Book Value of Amherst" shall mean the Book Value of Amherst,
  as of the Closing Date, adjusted downward by the value of the Excluded
  Assets referred to, and determined as provided, in sub-clause (iii) of
  the definition of Acquired Assets.
  
  "Closing Date"--shall mean the date and time as of which the Closing
  actually takes place or such other date and time as is stipulated by
  the Parties.
  
  "Closing Financial Statements"--as defined in Section 2.7(a).
  
  "Commercially Reasonable Efforts"--shall mean the efforts that a
  prudent Person desirous of achieving a result would use in similar
  circumstances to ensure that such result is achieved as expeditiously
  as possible; provided, however, that an obligation to use Commercially
  Reasonable Efforts under this Agreement does not require the Person
  subject to that obligation to take actions that would result in a
  materially adverse change in the benefits to such Person of this
  Agreement and the Contemplated Transactions.
  
  "Consent"--shall mean any approval, consent, ratification, waiver, or
  other authorization (including any Governmental Authorization).
  
  "Contemplated Transactions"--shall mean all of the transactions
  contemplated by this Agreement, including:
  
       (a)  the sale of the Acquired Assets to CRI;
       
       (b)  the execution, delivery, and performance of the Promissory
            Notes (including the Escrow Notes) and the Noncompetition
            Agreements;
       
       (c)  the performance by CRI, Amherst, and ASI of their respective
            covenants and obligations under this Agreement; and
       
       (d)  CRI's acquisition and ownership of the Acquired Assets.
  
  "Cost to Complete Certificate" as defined in Section 2.7(a).
  
  "Contract"--shall mean any agreement, contract, obligation, promise, or
  undertaking (whether written or oral and whether express or implied)
  that is legally binding.
  
  "CRI's Closing Documents" as defined in Section 4.2.
  
  "CRI Indemnified Person" as defined in Section 10.2.
  
  "Damages"--as defined in Section 10.2.
  
  "DCAA"--shall mean the United States of America Defense Contract Audit
  Agency.
  
  "Encumbrance"--shall mean any charge, claim, community property
  interest, condition, equitable interest, lien, option, pledge, security
  interest, right of first refusal, or restriction of any kind, including
  any restriction on use, voting, transfer, receipt of income, or
  exercise of any other attribute of ownership.
  
  "Environment"--shall mean navigable waters, ocean waters, or any other
  surface water, ground water, drinking water supply, land surface or
  subsurface strata or ambient air.
  "Environmental, Health, and Safety Liabilities"--shall mean any cost,
  damages, expense, liability, obligation, or other responsibility
  arising from or under Environmental Law or Occupational Safety and
  Health Law and consisting of or relating to:
  
       (a)  any Environmental, Health, and Safety Matter;
       
       (b)  fines, penalties, judgments, awards, settlements, legal or
            administrative proceedings, damages, losses, claims, demands
            and response, investigative, remedial, or inspection costs
            and expenses arising under Environmental Law or Occupational
            Safety and Health Law;
       
       (c)  financial responsibility under Environmental Law or
            Occupational Safety and Health Law for cleanup costs or
            corrective action, including any investigation, cleanup,
            removal, containment, or other remediation or response
            actions ("Cleanup") required by applicable Environmental Law
            or Occupational Safety and Health Law (whether or not such
            Cleanup has been required or requested by any Governmental
            Body or any other Person) and for any natural resource
            damages; or
       
       (d)  any other compliance, corrective, investigative, or remedial
            measures required under Environmental Law or Occupational
            Safety and Health Law.
  
  The terms "removal," "remedial," and "response action," include the
  types of activities covered by the United States Comprehensive
  Environmental Response, Compensation, and Liability Act, 42 U.S.C.
  Section 9601 et seq., as amended ("CERCLA").
  
  "Environmental, Health and Safety Matter"--shall mean any matter
  arising out of, resulting from or relating to any activity or conduct
  regulated, prescribed or controlled by an Environmental Law or
  Occupational Safety and Health Law.
  
  "Environmental Law"--shall mean each of the following statutes and all
  regulations promulgated thereunder, as well as any and all comparable
  state or local statutes and regulations, in the form in which all
  statutes and regulations exist on the closing date:  United States
  Comprehensive Environmental Response, Compensation and Liability Act,
  42 U.S.C. Section 9601, et. seq.; the Federal Water Pollution Control
  Act, 33 U.S.C. Section 1251, et seq.; the Clean Air Act, 42 U.S.C.
  Section 7401 et seq.; the Resource Conservation and Recovery Act, 42
  U.S.C. Section 6901 et seq.; the Safe Drinking Water Act, 42 U.S.C.
  Section 3300F et seq.; and the Toxic Substances Control Act, 15 U.S.C.
  Section 2601, et seq.
  
  "ERISA"--shall mean the Employee Retirement Income Security Act of 1974
  or any successor law, and regulations and rules issued pursuant to that
  Act or any successor law.
  
  "Escrow Notes" as defined in Section 2.3(a)(iii).
  
  "Excluded Liabilities" as defined in Section 2.8.
  
  "Excluded Matters" as defined in Section 10.2.
  
  "Facilities"--shall mean any real property, leaseholds, or other
  interests currently or formerly owned or operated by Amherst and any
  buildings, plants or structures currently or formerly owned or operated
  by Amherst.
  
  "Fixed Assets"--shall mean all tools, dies, equipment, machinery, motor
  vehicles and fixtures owned or used by Amherst, including, without
  limitation, all buildings, land, and equipment leased by Amherst.
  
  "GAAP"--shall mean generally accepted United States accounting
  principles, applied on a basis consistent with the basis on which the
  Balance Sheet and the other financial statements referred to in Section
  3.5 were prepared.
  
  "Governmental Authorization"--shall mean any approval, consent,
  license, novation, permit, waiver, or other authorization issued,
  granted, given, or otherwise made available by or under the authority
  of any Governmental Body or pursuant to any Legal Requirement.
  
  "Government Bid" means any offer to sell made by Amherst prior to the
  Closing Date which, if accepted, would result or may result in a
  "Government Contract".
  
  "Governmental Body"--shall mean any:
  
       (a)  nation, state, county, city, town, village, district, or
            other jurisdiction of any nature;
       
       (b)  federal, state, local, municipal, foreign, or other
            government;
       
       (c)  governmental or quasi-governmental authority of any nature
            (including any governmental agency, branch, department,
            official, or entity and any court or other tribunal);
       
       (d)  multi-national organization or body; or
       
       (e)  body exercising, or entitled to exercise, any administrative,
            executive, judicial, legislative, police, regulatory, or
            taxing authority or power of any nature.
  
  "Government Contract" means any prime contract, subcontract, teaming
  agreement or arrangement, joint venture, basic ordering agreement,
  pricing agreement, letter contract, purchase order, delivery order,
  change order, Government Bid or other arrangement of any kind between
  Amherst and (i) the U.S. Government, (ii) any prime contractor of the
  U.S. Government in its capacity as a prime contractor or (iii) any
  subcontractor with respect to any contract of a type described in
  clauses (i) or (ii) above.
  
  "Government Disclosure" means any certification, representation,
  warranty or statement by Amherst to the U.S. Government in that
  capacity, or any agent or instrumentality thereof, which in any way
  relates to the operation of the business of Amherst carried on prior to
  the Closing Date.
  
  "HSR Act"--shall mean the Hart-Scott-Rodino Antitrust Improvements Act
  of 1976, or any successor law, and the regulations and rules issued
  pursuant to that Act or any successor law.
  
  "Hazardous Activity"--shall mean the distribution, generation,
  handling, importing, management, manufacturing, processing, production,
  refinement, release, storage, transfer, transportation, treatment, or
  use (including any withdrawal or other use of groundwater) of Hazardous
  Materials in, on, under, about, or from the Facilities or any part
  thereof into the Environment.
  
  "Hazardous Materials"--shall mean any waste or other substance that is
  listed, defined, designated, or classified as, or otherwise determined
  to be, hazardous, radioactive, or toxic or a pollutant or a contaminant
  under or pursuant to any Environmental Law, including any admixture or
  solution thereof, and specifically including petroleum and all
  derivatives thereof or synthetic substitutes therefor and asbestos or
  asbestos-containing materials.
  
  "Initial Adjustment Amount" as defined in Section 2.6.
  
  "Intellectual Property Assets" --as defined in Section 3.24.
  
  "Interim Balance Sheet"--as defined in Section 3.5.
  
  "IRC" or "Code"--shall mean the Internal Revenue Code of 1986 or any
  successor law, and regulations issued by the IRS pursuant to the
  Internal Revenue Code or any successor law.
  
  "IRS"--shall mean the United States Internal Revenue Service or any
  successor agency, and, to the extent relevant, the United States
  Department of the Treasury.
  
  "Knowledge"--shall mean an individual will be deemed to have
  "Knowledge" of a particular fact or other matter if such individual is
  actually aware of such fact or other matter or reasonably should have
  been aware of such fact or other matter based on such individual's
  office or position.  A Person (other than an individual) will be deemed
  to have "Knowledge" of a particular fact or other matter if any
  individual who is serving or served as a director, officer, partner,
  executor, or trustee of such Person (or in any similar capacity) has,
  Knowledge of such fact or other matter.
  
  "Leased Premises"--shall have the meaning specified in Section 3.8(b)
  herein
  
  "Legal Requirement"--shall mean any federal, state, local, municipal,
  foreign, international, multinational, or other administrative order,
  constitution, law, ordinance, principle of common law, regulation,
  statute, or treaty.
  
  "Liability" or "Liabilities" means any direct or indirect indebtedness,
  liability, claim, loss, damage, deficiency, obligation or
  responsibility, fixed or unfixed, choate or inchoate, liquidated or
  unliquidated, known or unknown, secured or unsecured, accrued,
  absolute, contingent or otherwise.
  
  "Liability Basket"--shall mean an aggregate $125,000 deductible to be
  utilized to off-set claims by CRI under this Agreement for other than
  Excluded Matters.
  
  "Liability Cushion"--shall mean the excess, if any, of the Closing Book
  Value of Amherst, as evidenced by the Post-Closing Financial
  Statements, over two million and 00/100 dollars ($2,000,000).  To the
  extent the liability reserve for the DCAA rent matter on the Post-
  Closing Financial Statements exceeds the actual liability incurred (if
  such matter is finally resolved) within the eighteen months after the
  Closing Date, the Liability Cushion shall be increased by the amount of
  such difference.
  
  "Noncompetition Agreements"--as defined in Section 2.5(a)(iii).
  
  "Occupational Safety and Health Law"--shall mean any Legal Requirement
  designed to provide safe and healthful working conditions and to reduce
  occupational safety and health hazards, and any program, whether
  governmental or private (including those promulgated or sponsored by
  industry associations and insurance companies), designed to provide
  safe and healthful working conditions.
  
  "Order"--shall mean any award, decision, injunction, judgment, order,
  ruling, subpoena, or verdict entered, issued, made, or rendered in a
  proceeding with respect to which Amherst was a named party by any
  court, administrative agency, or other Governmental Body or by any
  arbitrator.
  
  "Ordinary Course of Business"--an action taken by a Person will be
  deemed to have been taken in the "Ordinary Course of Business" only if:
  
       (a)  such action is consistent with the past practices of such
            Person and is taken in the ordinary course of the normal day-
            to-day operations of such Person;
       
       (b)  such action is not required to be authorized by the board of
            directors of such Person (or by any Person or group of
            Persons exercising similar authority); and
       
       (c)  such action is similar in nature and magnitude to actions
            customarily taken, without any authorization by the board of
            directors (or by any Person or group of Persons exercising
            similar authority), in the ordinary course of the normal day-
            to-day operations of other Persons that are in the same line
            of business as such Person.
  
  "Organizational Documents"--shall mean (a) the articles or certificate
  of incorporation and the bylaws of a corporation; (b) the partnership
  agreement and any statement of partnership of a general partnership;
  (c) the limited partnership agreement and the certificate of limited
  partnership of a limited partnership; (d) any charter or similar
  document adopted or filed in connection with the creation, formation,
  or organization of a Person; and (e) any amendment to any of the
  foregoing.
  
  "Payroll Taxes"--shall mean all payroll, employment, social security,
  workers' compensation, unemployment and other similar Taxes relating to
  (i) each employee of Amherst and its Subsidiaries as of the Closing
  Date that accepts employment with CRI and (ii) each employee of Amherst
  and its Subsidiaries as of the Closing Date that declines employment
  with CRI, but, with respect to this clause (ii), only such Taxes that
  shall have been accrued or shall have arisen through the date that any
  such employee shall have declined employment with CRI.
  
  "Permitted Encumbrances" shall mean liens (i) set forth in the Amherst
  Disclosure Letter and (ii) liens on the Acquired Assets associated with
  any financing of the transactions contemplated by the Amherst
  Agreements; provided, however, that the liens identified in sub-clause
  (ii) shall be removed upon consummation of the Contemplated
  Transactions.
  
  "Permitted Merger"--shall mean the merger of ASI with and into Amherst,
  with Amherst as the surviving corporation.
  
  "Person"--shall mean any individual, corporation (including any non-
  profit corporation), general or limited partnership, limited liability
  company, joint venture, estate, trust, association, organization, labor
  union, or other entity or Governmental Body.
  
  "Plan"--as defined in Section 3.15.
  "Post-Closing Financial Statements"--as defined in Section 2.7(a).
  
  "Proceeding"--shall mean any action, arbitration, audit, hearing,
  investigation, litigation, or suit (whether civil, criminal,
  administrative, investigative, or informal) relating to Amherst
  commenced, brought, conducted, or heard by or before, or otherwise
  involving, any Governmental Body or arbitrator.
  
  "Promissory Notes"--the unsecured and subordinated notes of CRI to be
  issued to Amherst.
  
  "Purchase Price"--as defined in Section 2.3.
  
  "Reasonable Best Estimate"--shall mean an estimate as to which there is
  a reasonable basis and in no event shall it be construed as a guarantee
  or other assurance of a future result.
  
  "Related Person"--with respect to a particular individual, shall mean:
  
       (a)  each other member of such individual's Family;
       
       (b)  any Person that is directly or indirectly controlled by such
            individual or one or more members of such individual's
            Family;
       
       (c)  any Person in which such individual or members of such
            individual's Family hold (individually or in the aggregate) a
            Material Interest; and
       
       (d)  any Person with respect to which such individual or one or
            more members of such individual's Family serves as a
            director, officer, partner, executor, or trustee (or in a
            similar capacity).
  
  With respect to a specified Person other than an individual, shall
  mean:
  
       (a)  any Person that directly or indirectly controls, is directly
            or indirectly controlled by, or is directly or indirectly
            under common control with such specified Person;
       (b)  any Person that holds a Material Interest in such specified
            Person;
       (c)  each Person that serves as a director, officer, partner,
            executor, or trustee of such specified Person (or in a
            similar capacity);
       (d)  any Person in which such specified Person holds a Material
            Interest;
       (e)  any Person with respect to which such specified Person serves
            as a general partner or a trustee (or in a similar capacity);
            and
       (f)  any Related Person of any individual described in clause (b)
            or (c).
  
  For purposes of this definition, (a) the "Family" of an individual
  includes (i) the individual, (ii) the individual's spouse and former
  spouses, (iii) any other natural person who is related to the
  individual or the individual's spouse within the second degree, and
  (iv) any other natural person who resides with such individual, and (b)
  "Material Interest" means direct or indirect beneficial  ownership (as
  defined in Rule 13d-3 under the Securities Exchange Act of 1934) of
  voting securities or other voting interests representing at least 5% of
  the outstanding voting power of a Person or equity securities or other
  equity interests representing at least 5% of the outstanding equity
  securities or equity interests in a Person.
  
  "Release"--shall mean any spilling, leaking, emitting, discharging,
  depositing, escaping, leaching, dumping, or other disposing into the
  Environment, whether intentional or unintentional.
  
  "Representative"--with respect to a particular Person, shall mean any
  director, officer, employee, agent, consultant, advisor, or other
  representative of such Person, including legal counsel, accountants,
  and financial advisors.
  
  "Securities Act"--shall mean the Securities Act of 1933 or any
  successor law, and regulations and rules issued pursuant to that Act or
  any successor law.
  
  "Subsidiary"--with respect to any Person (the "Owner"), shall mean any
  corporation or other Person of which securities or other interests
  having the power to elect a majority of that corporation's or other
  Person's board of directors or similar governing body, or otherwise
  having the power to direct the business and policies of that
  corporation or other Person (other than securities or other interests
  having such power only upon the happening of a contingency that has not
  occurred) are held by the Owner or one or more of its Subsidiaries;
  when used without reference to a particular Person, "Subsidiary" means
  a Subsidiary of Amherst.
  
  "Tax" and "Taxes" means all taxes, charges, fees, levies or other
  assessments imposed by any federal, state, local or foreign taxing
  authority, whether disputed or not, including without limitation,
  income, profits, gross receipts, capital, estimated, excise,
  occupational, custom, duty, ad valorem, value-added, stamp, property,
  sales, transfer, withholding, real estate, use, employment, payroll,
  alternative or add-on minimum, environmental (including Taxes under
  Section 59A of the Code) and franchise taxes and such terms shall
  include any interest, penalties or additions attributable to or imposed
  on or with respect to such assessments and any expenses incurred in
  connection with the settlement of any tax liability.
  
  "Tax Return"--shall mean any return (including any information return),
  report, statement, schedule, notice, form, or other document or
  information filed with or submitted to, or required to be filed with or
  submitted to, any Governmental Body in connection with the
  determination, assessment,  collection, or payment of any Tax or in
  connection with the administration, implementation, or enforcement of
  or compliance with any Legal Requirement relating to any Tax.
  
  "Threat of Release"--shall mean a substantial likelihood of a Release
  that may require action in order to prevent or mitigate damage to the
  Environment that may result from such Release.
  
  "Threatened"--shall mean a claim, Proceeding, dispute, action, or other
  matter which will be deemed to have been "Threatened" if any demand or
  statement has been made in writing or any notice has been given in
  writing, that would lead a prudent Person to conclude that such a
  claim, Proceeding, dispute, action, or other matter is likely to be
  asserted, commenced, taken, or otherwise pursued in the future.
  
                                ARTICLE II
                        TRANSFER OF ASSETS; CLOSING
  
  2.1  ASSETS
  
  Based upon and subject to the terms, agreements, warranties,
  representations and conditions of this Agreement, Amherst hereby agrees
  to sell, convey, transfer, assign and deliver to CRI on the Closing
  Date and CRI hereby agrees to purchase and accept on the Closing Date
  the Acquired Assets.
  
  2.2  CONSENTS
  
  At or prior to Closing, Amherst shall cause to be delivered to CRI
  consents to the Contemplated Transactions and waivers of rights to
  terminate or modify any material rights or obligations of Amherst from
  the Persons with whom Amherst has Applicable Contracts (excluding U.S.
  government prime contracts which will be subject to a post-closing
  Novation Agreement) as of a date not more than ten (10) days prior to
  the Closing Date or such earlier date as the Parties may agree.  To the
  extent that the assignment of or the agreement to assign any such
  Applicable Contract to CRI hereunder would constitute a breach of that
  Applicable Contract unless the consent or waiver of another party
  thereto has been obtained, this Agreement shall not constitute any such
  assignment or agreement to assign unless and until such consent or
  waiver is obtained.  CRI and Amherst agree to use their best efforts to
  obtain prior to the Closing Date all such consents and waivers.  If any
  such consent or waiver is not obtained before the Closing Date and the
  Closing is nevertheless consummated, Amherst and ASI agree to continue,
  at the sole cost and expense of CRI subject to the last sentence of
  this paragraph, to use their best efforts to obtain all such consents
  as have not been obtained prior to such date and Amherst further agrees
  to cooperate with CRI after such date in any reasonable arrangement
  (such as subcontracting, sublicensing or subleasing) designed to
  provide for CRI, on terms commercially reasonable to CRI, the benefits
  under such Applicable Contracts, including, without limitation,
  enforcement, at the cost and for the benefit of CRI, of any and all
  rights of Amherst against any other party thereto arising out of the
  breach or cancellation thereof by such party or otherwise.  To the
  extent CRI incurs any cost or expense after the Closing in connection
  with obtaining any such consent, such costs and expenses shall be
  reflected as a liability on the Post-Closing Financial Statements.
  
  2.3  PURCHASE PRICE
  
  The purchase price (the "Purchase Price"), subject to adjustment
  provided for in Sections 2.6 and 2.7, for the Acquired Assets will be
  thirty million and 00/100 dollars ($30,000,000) including the
  Promissory Notes (inclusive of the Escrow Notes) in the principal
  amount of up to ten million and 00/100 dollars ($10,000,000), to be
  paid as follows:
  
       (a)       (i)  At the Closing CRI will pay Amherst the aggregate
                 sum of twenty million and 00/100 dollars ($20,000,000)
                 in cash (the "Cash") by wire transfers to a bank account
                 designated by Amherst;
       
                 (ii) At the Closing CRI will execute and deliver to
                 Amherst Promissory Notes of CRI in the aggregate
                 principal amount of up to six million five hundred
                 thousand and 00/100 dollars ($6,500,000); and
       
                 (iii)     At the Closing CRI will execute and deliver to
                 Amherst Promissory Notes of CRI in the aggregate
                 principal amount of up to three million five hundred
                 thousand and 00/100 dollars ($3,500,000) (the "Escrow
                 Notes").
       
       (b)  The Promissory Notes (including the Escrow Notes) to be
       delivered by CRI will be unsecured, non-negotiable, and
       subordinated to CRI's bank debt and any other debt incurred by CRI
       in connection with the Contemplated Transactions.  The Promissory
       Notes (including the Escrow Notes) will bear interest at the rate
       of 5.5% per annum compounded annually, payable at maturity;
       provided, however, that while a default in payment by CRI is
       continuing, interest on the Promissory Notes shall accrue at a
       rate of 11.5% per annum.
       
       (c)  The exact amount of Cash and Promissory Notes (including the
       Escrow Notes) will be subject to adjustment and allocation as
       provided for in Sections 2.6 and 2.7.
       
  2.4  CLOSING
  
  The purchase and sale (the "Closing") provided for in this Agreement
  will take place at a location to be mutually agreed to by the Parties
  hereto, at 9:00 a.m. (local time) on (i) January 27, 1999, or (ii) the
  date that is two (2) business days following the termination of the
  applicable waiting period under the HSR Act or (iii) such other date
  not later than the sixtieth (60th) day after the date hereof as the
  Parties shall agree. Subject to the provisions of Article IX, failure
  to consummate the purchase and sale provided for in this Agreement on
  the date and time and at the place determined pursuant to this Section
  2.4 will not result in the termination of this Agreement and will not
  relieve any party of any obligation under this Agreement.
  
  2.5  CLOSING OBLIGATIONS
  
  At the Closing:
  
       (a)  Amherst will deliver, or caused to be delivered, to CRI:
       
                 (i)  [Reserved];
       
                 (ii) employment agreements in the form attached as
                 Exhibit 2.5(a)(ii), executed by CRI and such employees
                 of Amherst designated by CRI;
       
                 (iii)     a noncompetition agreement executed by
                 Amherst, a noncompetition agreement executed by ASI,
                 each in the form of Exhibit 2.5(a)(iii), and assignments
                 of the noncompetition agreements set forth on Schedule
                 2.5(a)(iii) (collectively, the "Noncompetition
                 Agreements");
       
                 (iv) certificates executed by Amherst and ASI
                 representing and warranting to CRI that each of their
                 representations and warranties in this Agreement was
                 accurate in all material respects as of the date of this
                 Agreement, and is accurate in all material respects as
                 of the Closing Date as if made on the Closing Date,
                 (except to the extent such representations are by their
                 express provisions made as of a specified date and
                 giving full effect to any information that was delivered
                 by ASI or Amherst to CRI prior to the Closing Date in
                 accordance with Section 5.5 or the Amherst Disclosure
                 Letter) and such other documents as CRI or its counsel
                 may reasonably request and the form of which is mutually
                 agreed to no later than five (5) days prior to Closing
                 for the purpose of (A) evidencing the performance or
                 compliance by Amherst and/or ASI with, any covenant or
                 obligation required to be performed or complied with by
                 Amherst and/or ASI; (B) evidencing the satisfaction of
                 any condition referred to in Article VII; or (C)
                 otherwise facilitating the consummation or performance
                 of any of the Contemplated Transactions;
       
                 (v)  the Acquired Assets;
       
            (vi)      opinions of counsel, each dated the Closing Date,
                 for Amherst and ASI, reasonably acceptable to CRI and
                 its counsel and the form of which is mutually agreed to
                 no later than five (5) days prior to Closing; and
            
            (vii)     such other certificates, pay-off letters, UCC
                 releases, consents and documents reasonably requested by
                 CRI and its counsel and the form of which is mutually
                 agreed to no later than 5 days prior to Closing.
       
       (b)       CRI will deliver to Amherst:
                 (i)  Cash by bank wire transfers to such account as
                 Amherst shall specify;
       
                 (ii) Ten million and 00/100 dollars of Promissory Notes
                 (Three Million Five Hundred Thousand and 00/100 dollars
                 of which shall be Escrow Notes) in the form of Exhibit
                 2.5(b); and
       
                 (iii)     a certificate executed by CRI to the effect
                 that, except as otherwise stated in such certificate,
                 each of CRI's representations and warranties in this
                 Agreement was accurate in all material respects to the
                 Knowledge of CRI as of the date of this Agreement and is
                 accurate in all material respects as of the Closing Date
                 as if made on the Closing Date.
  
       (c)  Such sale, assignment, transfer and delivery of the Acquired
  Assets will be effected by delivery by Amherst to CRI of (i) a duly
  executed bill of sale and assignment agreement in a form reasonably
  acceptable to CRI and (ii) such other duly executed, good and
  sufficient instruments of conveyance, transfer and assignment,
  including without limitation, assignments of Patents, Marks and
  Copyrights, as shall be reasonably necessary to convey to CRI all of
  Amherst's rights, titles and interests in and to the Acquired Assets.
  
  2.6  ADJUSTMENT AMOUNT
  
  The Purchase Price for the Acquired Assets is based, in part, on the
  Closing Book Value of Amherst being at least two million and 00/100
  dollars ($2,000,000).  If the Closing Book Value of Amherst as
  reflected in the Closing Financial Statements is less than two million
  and 00/100 dollars ($2,000,000) the Purchase Price shall be adjusted
  downward, as appropriate, on a dollar-for-dollar basis, with the
  adjustment affecting the amount of Cash paid by CRI to Amherst (the
  "Initial Adjustment Amount");  provided, however, if the Initial
  Adjustment Amount is greater than five hundred thousand and 00/100
  dollars ($500,000), the following terms shall apply:
  
       (a)  CRI may terminate this Agreement upon written notice provided
            to Amherst within five (5) days after delivery of the Closing
            Financial Statements.  Failure to deliver a timely notice of
            termination shall constitute a waiver of the right to
            terminate.
       
       (b)  If CRI elects not to terminate this Agreement or waives its
            right to do so in accordance with the terms of Subsection (a)
            above, Amherst may within five (5) days of the expiration of
            the five (5) day period specified in Subsection (a) above
            elect to provide to CRI a notice of its election to terminate
            this Agreement (a "Termination Notice") unless CRI agrees to
            limit the Initial Adjustment Amount to five hundred thousand
            and 00/100 dollars ($500,000).
       
       (c)  The Termination Notice shall be effective to terminate the
            Agreement unless CRI provides written notice to Amherst
            within five (5) days after the date of the Termination Notice
            that CRI will limit the Initial Adjustment Amount to five
            hundred thousand and 00/100 dollars ($500,000).
       
       (d)  If CRI provides timely notice as specified in Subsection (c)
            above, the Agreement shall not be terminated and the Purchase
            Price shall be adjusted downward by five hundred thousand and
            00/100 dollars ($500,000).
            A termination of this Agreement pursuant to this Section 2.6
            shall not be a Breach of this Agreement by any party hereto.
  
  2.7  ADJUSTMENT PROCEDURE
  
       (a)  At least fifteen (15) days prior to the Closing, Amherst will
            cause an appointed representative mutually agreeable to the
            Parties (the "Certifying Representative") to prepare and
            certify as materially accurate consolidated financial
            statements ("Closing Financial Statements") of Amherst for
            the period from April 30, 1998, through November 30, 1998.
            Within sixty (60) days after the Closing Date, Amherst will
            deliver post- closing consolidated financial statements of
            Amherst prepared in accordance with GAAP and reviewed by KPMG
            Peat Marwick, LLP, Amherst's certified public accountants,
            for the period from April 30, 1998 through the Closing Date
            (the "Post-Closing Financial Statements") and a certificate
            which sets forth the Reasonable Best Estimate of the "cost to
            complete" for each of the Applicable Contracts pursuant to
            which Amherst is required to perform services or deliver
            products  (the "Cost to Complete Certificate").  CRI shall
            make Amherst's Books and Records and its personnel available
            to Amherst and said accountants in connection with the
            preparation of the Post-Closing Financial Statements at no
            cost to Amherst.  The Post-Closing Financial Statements shall
            include a computation of the Closing Book Value of Amherst
            and the long-term debt of Amherst as of the date of the Post-
            Closing Financial Statements and shall be certified by the
            Certifying Representative to be in accordance with GAAP as
            applied on a consistent basis.  The Certifying Representative
            shall also certify the Cost to Complete Certificate.  The
            review by KPMG Peat Marwick, LLP, shall include a written
            report thereon. If within thirty (30) days following delivery
            of the Post-Closing Financial Statements (together with the
            Certifying Representative's certification and KPMG Peat
            Marwick's report) to CRI, CRI has not given Amherst notice of
            its objection to the Post-Closing Financial Statements (such
            notice must contain a statement of the basis of CRI's
            objection), then the Closing Book Value of Amherst and the
            long-term debt of Amherst reflected in the Post-Closing
            Financial Statements will be used in computing the Adjustment
            Amount.  If CRI gives such notice of objection and CRI and
            Amherst fail to reach a mutually agreeable resolution, then
            the issues in dispute will be submitted to
            PricewaterhouseCoopers LLP, certified public accountants (the
            "Accountants"), for resolution. If issues in dispute are
            submitted to the Accountants for resolution, (i) each party
            will furnish to the Accountants such work papers and other
            documents and information relating to the disputed issues as
            the Accountants may request and are available to that party
            or its Subsidiaries (or its independent public accountants),
            and will be afforded the opportunity to present to the
            Accountants any material relating to the determination and to
            discuss the determination with the Accountants; (ii) the
            determination by the Accountants, as set forth in a notice
            delivered to both parties by the Accountants, will be binding
            and conclusive on the parties; and (iii) CRI will bear the
            fees of the Accountants for the services contemplated by this
            Section 2.7(a); provided, however, that if such dispute is
            resolved in CRI's favor the fees paid to the Accountants for
            services under this Section 2.7(a) shall be added to the
            Adjustment Amount such that the Purchase Price is reduced by
            the amount of such fees.  If the Adjustment Amount reflects
            that the Purchase Price was inappropriately adjusted downward
            under the terms of Section 2.6, an appropriate additional
            cash payment shall be made to Amherst.
       
       (b)  The Escrow Notes will be subject to any claim for
            indemnification or payment of Damages to which CRI may be
            entitled under this Agreement once the Liability Basket and
            the Liability Cushion, if any exists, are exhausted.  During
            the eighteen (18) months following the Closing, after such
            time as the Liability Basket and the Liability Cushion, if
            any exists, are exhausted, the principal amount of the Escrow
            Notes shall be adjusted downward from time to time for the
            amount of any claims made by CRI for Damages or for
            indemnification.  Interest shall be deemed to accrue only on
            such reduced principal balance of the Escrow Notes from the
            Closing Date until final payment of the Escrow Notes.
       
       
  2.8       ASSUMPTION OF LIABILITIES
  
  On the terms and subject to the conditions of this Agreement, in
  addition to the Purchase Price, on the Closing Date, CRI shall assume
  and discharge when due the Liabilities of Amherst and its Subsidiaries
  whether accrued or arising before or after the Closing, except for the
  Excluded Liabilities (the "Assumed Liabilities").  Amherst and its
  Subsidiaries shall retain, and shall be responsible for paying,
  performing and discharging when due, and CRI shall not assume or have
  any responsibility for, the following Liabilities (the "Excluded
  Liabilities"):  (i) all Liabilities relating to or arising out of the
  Excluded Assets and (ii) all Liabilities of Amherst or ASI relating to
  or arising out of this Agreement.
  
  2.9  BULK SALES LAW COMPLIANCE
  
  The Parties hereto agree to waive compliance with any applicable bulk
  sales or transfer law.
  
  2.10 ALLOCATION OF PURCHASE PRICE
  
  The Parties to this Agreement agree to allocate, not later than March
  15, 1999, the Purchase Price in accordance with the rules under Section
  1060 of the Code and the Treasury Regulations promulgated thereunder.
  The Parties recognize that the Purchase Price does not include CRI's
  acquisition expenses and that CRI will allocate such expenses
  appropriately.  Amherst and CRI agree to act in accordance with such
  allocations (including any modifications thereto reflecting any post-
  closing adjustment of the Purchase Price pursuant to Sections 2.6 and
  2.7, as applicable) in any relevant Tax returns or filings, including
  any forms or reports required to be filed pursuant to Section 1060 of
  the Code, the Treasury Regulations promulgated thereunder or any
  provisions of local, state and federal law ("1060 Forms"), and to
  cooperate in the preparation of any 1060 Forms and to file such 1060
  Forms in the manner required by applicable law.
  
                                ARTICLE III
                     REPRESENTATIONS AND WARRANTIES OF
                              AMHERST AND ASI
  
  As an inducement to CRI to enter into this Agreement, Amherst and ASI,
  jointly and severally, represent and warrant to CRI, as of the date of
  this Agreement and as of the Closing, as follows:
  
  3.1  ORGANIZATION AND GOOD STANDING
  
       (a)  Each of Amherst and its Subsidiaries is a corporation duly
            organized, validly existing, and in good standing under the
            laws of its jurisdiction of incorporation, with full
            corporate power and authority to conduct its business as it
            is now being conducted, to own or use the properties and
            assets that it purports to own or use, and to perform all its
            obligations under any material Applicable Contracts. Each of
            Amherst and its Subsidiaries is duly qualified to do business
            as a foreign corporation and is in good standing under the
            laws of each state or other jurisdiction in which either the
            ownership or use of the properties owned or used by it, or
            the nature of the activities conducted by it, requires such
            qualification.  The Amherst Disclosure Letter sets forth each
            jurisdiction where (i) Amherst is so qualified, (ii) any
            Subsidiary is incorporated and (iii) any Subsidiary is so
            qualified.  ASI is a corporation duly organized, validly
            existing, and in good standing under the laws of its
            jurisdiction of incorporation.
       
       (b)  The Amherst Disclosure Letter includes copies of the
            Organizational Documents of Amherst and each Subsidiary, as
            currently in effect.
  
  3.2  AUTHORITY; NO CONFLICT
  
       (a)  This Agreement constitutes the legal, valid, and binding
            obligation of Amherst and ASI, enforceable against Amherst
            and the ASI, jointly and severally, in accordance with its
            terms. Upon the execution and delivery by ASI and/or Amherst,
            as the case may be, of the Noncompetition Agreements
            (collectively, the "Amherst Closing Documents"), the Amherst
            Closing Documents will constitute the legal, valid, and
            binding obligations of ASI and/or Amherst, as the case may
            be, enforceable against ASI and/or Amherst, as the case may
            be, in accordance with their respective terms.  Each of
            Amherst and ASI has the absolute and unrestricted right,
            power, authority, and capacity to execute and deliver this
            Agreement and the Amherst Closing Documents and to perform
            their obligations under this Agreement and the Amherst
            Closing Documents.
       
       (b)  Except as specified in the Amherst Disclosure Letter, any
            Exhibit or Schedule hereto or otherwise specified herein,
            neither the execution and delivery of this Agreement, nor the
            consummation or performance of any of the Contemplated
            Transactions will, directly or indirectly (with or without
            notice or lapse of time):
  
            (i)  contravene, conflict with, or result in a violation of
                 (A) any provision of the Organizational Documents of
                 Amherst, or (B) any currently effective resolution
                 adopted by the board of directors or the stockholders of
                 Amherst;
            
            (ii) contravene, conflict with, or result in a violation of,
                 or give any Governmental Body or other Person the right
                 to challenge any of the Contemplated Transactions or to
                 exercise any remedy or obtain any relief under, any
                 Legal Requirement or any Order to which Amherst or ASI,
                 or any of the assets owned or used by Amherst, may be
                 subject;
            
            (iii)     contravene, conflict with, or result in a violation
                 of any of the terms or requirements of, or give any
                 Governmental Body the right to revoke, withdraw,
                 suspend, cancel, terminate, or modify, any Governmental
                 Authorization that is held by Amherst or that otherwise
                 relates to the business of, or any of the assets owned
                 or used by, Amherst;
            
            (iv) cause Amherst to become subject to, or to become liable
                 for the payment of, any Tax;
            
            (v)  contravene, conflict with, or result in a violation or
                 breach of any provision of, or give any Person the right
                 to declare a default or exercise any remedy under, or to
                 accelerate the maturity or performance of, or to cancel,
                 terminate, or modify, any Applicable Contract; or
            
            (vi) result in the imposition or creation of any Encumbrance
                 (other than Permitted Encumbrances and Encumbrances
                 resulting from acts of CRI) upon or with respect to any
                 of the assets owned or used by Amherst.
            
       (c)  Amherst is acquiring the Promissory Notes for its own account
            and not with a view to their distribution within the meaning
            of Section 2(11) of the Securities Act.  Amherst is an
            "accredited investor" as such term is defined in Rule 501(a)
            under the Securities Act.
  
  3.3  CAPITALIZATION
  
  The authorized equity securities of Amherst consist of two million
  (2,000,000) shares of common stock, par value $.01 per share, of which
  one million forty thousand nine hundred eleven (1,040,911) shares are
  issued and outstanding.  ASI is or will be on the Closing Date the
  record and beneficial owner and holder of all of the issued and
  outstanding shares of capital stock of Amherst.  All of the outstanding
  equity securities of Amherst and each of its Subsidiaries have been
  duly authorized and validly issued and are fully paid and
  nonassessable.  There are no Contracts relating to the issuance, sale
  or transfer of any equity securities or other securities of any
  Subsidiary.
  
  3.4  SUBSIDIARY AND INVESTMENTS
  
  Except as set forth in the Amherst Disclosure Letter, Amherst has no
  direct or indirect Subsidiaries and has not made any investments in,
  and does not own any securities of or other interests in, any firm,
  corporation, association, business organization, enterprise, entity or
  other Person.  Amherst is the record owner of all the capital stock of
  each such Subsidiary.
  
  3.5  FINANCIAL STATEMENTS
  
  Amherst has delivered to CRI:
  
       (a)  audited consolidated balance sheets of Amherst as at April
            30, 1998 (the "Balance Sheet"), and April 30, 1997, and the
            related audited consolidated statements of income, changes in
            stockholders' equity, and cash flow for each of the fiscal
            years then ended, including the notes thereto, together with
            the report thereon of KPMG Peat Marwick, LLP, independent
            certified public accountants;
       
       (b)  a balance sheet as of October 31, 1998 (the "Interim Balance
            Sheet") certified by the Certifying Representative.
  
  Such financial statements and notes fairly present the financial
  condition and the results of operations, changes in stockholders'
  equity, and cash flow of Amherst as at the respective dates of and for
  the periods referred to in such financial statements, all in accordance
  with GAAP except that the Interim Balance Sheet is subject to year-end
  adjustments; the financial statements referred to in this Section 3.5
  reflect the consistent application of such accounting principles
  throughout the periods involved.  No financial statements of any Person
  other than Amherst and its Subsidiaries are required by GAAP to be
  included in the consolidated financial statements of Amherst.
  
  3.6  BOOKS AND RECORDS
  
  The books of account, minute books, stock record books, and other
  records of Amherst and its Subsidiaries are complete and correct in all
  material respects and have been maintained in accordance with sound
  business practices, including the maintenance of an adequate system of
  internal controls. The minute books of Amherst contain records that are
  accurate and complete in all material respects of all meetings held of,
  and corporate action taken by, the stockholders, the Boards of
  Directors, and committees of the Boards of Directors of Amherst, and no
  formal meeting of any such stockholders, Board of Directors, or
  committee has been held for which minutes have not been prepared and
  are not contained in such minute books.
  
  3.7  TITLE TO ASSETS; LIENS AND ENCUMBRANCES
  
  Except for assets which are leased from third parties, Encumbrances
  identified in the financial statements referenced in Section 3.5
  (including the notes thereto), and except as set forth in the Amherst
  Disclosure Letter, Amherst is the owner of, and has good and marketable
  title to, all of the Acquired Assets, free and clear of all liens other
  than the Permitted Encumbrances.  Amherst owns all of the assets used
  by it in the operation and conduct of its business, or required by
  Amherst for the normal conduct of its business, except for those assets
  leased by Amherst under leases specifically identified on a list set
  forth in the Amherst Disclosure Letter; provided, however, that such
  list may omit leased assets with annual lease payments less than
  $2,500.  The Acquired Assets constitute all of the assets used in,
  related to or required by Amherst for, the normal conduct of its
  business.  Amherst does not own any real property.
  
  3.8  FIXED ASSETS
  
            (a)  The Amherst Disclosure Letter includes a true, correct
  and complete list of all Fixed Assets having an original cost of more
  than $2,500 (whether expensed or capitalized, when purchased, and
  including any such assets which have an original cost to Amherst less
  than $2,500, but because such assets are related have an aggregate cost
  in excess of $2,500), indicating the owner and location thereof, and
  the cost applicable thereto (or, in those instances where the actual
  cost is unknown to Amherst, the estimated cost).  Except as set forth
  in the Amherst Disclosure Letter, the buildings, plants, structures,
  and equipment of Amherst are structurally sound, are in all material
  respects in good operating condition and repair, and are adequate for
  the uses to which they are being put, and none of such buildings,
  plants, structures, or equipment is in need of maintenance or repairs
  except for ordinary, routine maintenance and repairs that are not
  material in nature or cost.  The building, plants, structures, and
  equipment of Amherst are sufficient for the continued conduct of
  Amherst's businesses after the Closing in substantially the same manner
  as conducted prior to the Closing.  The dollar amount of the Fixed
  Assets owned by Amherst as shown on the Balance Sheet does not in any
  case exceed the cost of the same, less any previous write-downs and
  less depreciation through the end of the most recent fiscal year of
  Amherst determined in accordance with GAAP consistently applied, and
  Amherst has not written up the value of any such assets.
  
            (b)  The Amherst Disclosure Letter includes a true, correct
  and complete list of each lease of premises executed by or binding upon
  Amherst as lessee, sub-lessee, tenant or assignee (the "Leased
  Premises") setting forth in each case a description of any and all
  leasehold improvements paid for by Amherst.  Except as set forth in the
  Amherst Disclosure Letter, each lease is in full force and effect on
  the date hereof without any default or breach thereof by Amherst or, to
  the Knowledge of Amherst, any other party thereto.  Except as set forth
  in the Amherst Disclosure Letter, to Amherst's Knowledge, no consent of
  any landlord or any other party is required under any such lease in
  order to assign each such lease to CRI (or its designee) or assignee
  and to keep such lease in full force and effect after the execution and
  delivery of this Agreement and the Contemplated Transactions.  True,
  correct and complete copies of all such leases, including all
  amendments, addenda, waivers and all other binding documents affecting
  the tenant's rights thereunder, will be made available to CRI upon
  request.
  
            (c)  Amherst has not received any written notice of any
  requirements or recommendations by any insurance company which has
  issued a policy covering any part of any Leased Premises or by any
  board of fire underwriters or other body exercising similar functions,
  requiring or recommending any repairs or work to be done on any part of
  any Leased Premises.  All of the public utilities required for the
  operation of the Leased Premises in the manner currently operated are
  installed and operating, and all installation and connection charges
  have been paid in full or provided for.  Amherst has not received
  written notice of any assessments, and has no Knowledge of any pending
  assessments, affecting the Leased Premises.
  
  The Leased Premises and the use thereof conform in all material
  respects with all covenants and restrictions and all applicable
  building, zoning, environmental, land use and other Laws.
  
  3.9  ACCOUNTS RECEIVABLE
  
  All Accounts Receivable of Amherst that are reflected on the Balance
  Sheet or the Interim Balance Sheet or on the accounting records of
  Amherst as of the Closing Date represent or will represent valid
  obligations arising from sales actually made or services actually
  performed or otherwise arising from contractual obligations of
  customers in the Ordinary Course of Business. Unless paid prior to the
  Closing Date, the Accounts Receivable are or will be as of the Closing
  Date current and collectible, net of the respective reserves shown on
  the Balance Sheet or the Interim Balance Sheet or on the accounting
  records of Amherst as of the Closing Date (which reserves are adequate
  and calculated consistent with past practice and, in the case of the
  reserve as of the Closing Date, will not represent a greater percentage
  of the Accounts Receivable as of the Closing Date than the reserve
  reflected in the Interim Balance Sheet represented of the Accounts
  Receivable reflected therein and will not represent a material adverse
  change in the composition of such Accounts Receivable in terms of
  aging). Subject to such reserves, the Accounts Receivable either have
  been or will be collected in full, without any set-off arising from
  matters occurring prior to Closing, within seventeen (17) months from
  the Closing Date.  Except as disclosed in the Amherst Disclosure
  Letter,  there is no contest, claim, or right of set-off, other than
  returns in the Ordinary Course of Business, under any Contract with any
  obligor of an Accounts Receivable relating to the amount or validity of
  such Accounts Receivable.  The Amherst Disclosure Letter includes a
  complete and accurate list of all Accounts Receivable as of the date of
  the Interim Balance Sheet, which list sets forth the aging of such
  Accounts Receivable.
  
  3.10 INVENTORY
  
  All inventory of Amherst, as reflected in the Balance Sheet or the
  Interim Balance Sheet, consists of a quality and quantity usable and
  salable in the Ordinary Course of Business, except for obsolete items
  and items of below-standard quality, all of which have been written off
  or written down to net realizable value in the Balance Sheet or the
  Interim Balance Sheet or on the accounting records of Amherst as of the
  Closing Date, as the case may be.  All inventories not written off have
  been priced at the lower of cost or net realizable value on an average
  cost basis.  The quantities of each item of inventory (whether raw
  materials, work-in-process, or finished goods) are not excessive, but
  are reasonable in the present circumstances of Amherst.
  
  3.11 PURCHASE AND SALES COMMITMENTS AND ORDERS; CUSTOMERS AND
  VENDORS
  
  Except as set forth in the Amherst Disclosure Letter, with respect to
  the purchase and sales orders or commitments of Amherst outstanding on
  the date hereof involving more than $10,000, all such purchase orders
  have been made at arm's-length market prices and, in Amherst's
  Reasonable Best Estimate, all sales orders have been made at prices and
  on terms which will result in the normal profits of Amherst.  Except as
  set forth in the Amherst Disclosure Letter, no customer of Amherst has
  requested that deliveries under any sales order or services to be
  performed by it under any Applicable Contract be delayed and Amherst
  and ASI do not have any Knowledge of (a) any plans of any customer to
  order less from Amherst during the 12-month period beginning on the
  date hereof than such customer has committed to order such Applicable
  Contract or (b) any facts which would result in such a decrease in such
  order.  Neither Amherst nor ASI has Knowledge of any facts or
  conditions which may result in or have an adverse effect on the future
  sales, profits or business of Amherst; provided, however, neither
  Amherst nor ASI makes any representation as to general economic,
  political or industry conditions and how such conditions may have an
  adverse effect on future sales, profits or business by Amherst.
  
            (b)  The Amherst Disclosure Letter includes a true, correct
  and complete list of (i) the 20 largest customers of Amherst in terms
  of revenues during the twelve-month period ending September 30, 1998,
  showing the approximate total sales by Amherst to each such customer
  during such period and (ii) the ten largest vendors of Amherst in terms
  of purchases of goods or services during such twelve-month period,
  showing the approximate total purchases by Amherst from each such
  vendor during such period.  Since September 30, 1998, there has been no
  material adverse change in the business relationship of Amherst with
  any such customer or vendor on such list.  None of Amherst, ASI or any
  of their respective affiliates has received any written notice, or to
  the Knowledge of Amherst or ASI, oral notice from any existing customer
  of Amherst that said customer (i) intends to file a petition for relief
  under any bankruptcy or similar law or make an assignment for the
  benefit of its creditors, (ii) intends to terminate its business
  relationship with Amherst or (iii) has requested that Amherst grant
  price concessions, rebates or reductions on products or services
  provided by Amherst.
  
  3.12 NO UNDISCLOSED LIABILITIES
  
  On the date of the Interim Balance Sheet, there were no Liabilities of
  Amherst (including, but not limited to, Liabilities for Taxes relating
  to any prior period except for year end adjustments) other than those
  Liabilities disclosed or provided for on the Interim Balance Sheet
  except for liabilities which would not be required under GAAP to be
  recorded on the Interim Balance Sheet.  On the date hereof and on the
  Closing Date, there are no and will be no other Liabilities of Amherst
  except those incurred since the Interim Balance Sheet Date, in the
  Ordinary Course of the Business of Amherst, and not in violation of or
  in conflict with any of the terms, agreements, warranties,
  representations and conditions of Amherst contained in this Agreement.
  
  3.13 TAXES
  
       (a)  Amherst has filed or caused to be filed (on a timely basis
            since January 1, 1994) all Tax Returns that are or were
            required to be filed by or with respect to any of them,
            either separately or as a member of a group of  corporations,
            pursuant to applicable Legal Requirements.  Amherst has
            delivered to CRI copies of all such Tax Returns filed for the
            tax years ending April 30, 1998, 1997 and 1996.  Amherst has
            paid, or made provision for the payment of, all Taxes that
            have or may have become due pursuant to those Tax Returns or
            otherwise, or pursuant to any assessment received by Amherst,
            except such Taxes, if any, as to which adequate reserves
            (determined in accordance with GAAP) have been provided in
            the Balance Sheet and the Interim Balance Sheet.
       
       (b)  The United States federal and state income Tax Returns of
            Amherst and its Subsidiaries subject to such Taxes have been
            audited by the IRS, or relevant state tax authorities, or are
            closed by the applicable statute of limitations for all
            taxable years through the taxable year ending April 30, 1994.
            All deficiencies proposed as a result of such audits, have
            been paid, reserved against, settled, or, are being contested
            in good faith by appropriate proceedings.  Amherst has not
            given or been requested to give waivers or extensions (or is
            or would be subject to a waiver or extension given by any
            other Person) of any statute of limitations relating to the
            payment of Taxes or other deficiencies of Amherst or for
            which Amherst may be liable.
       
       (c)  The charges, accruals, and reserves with respect to Taxes on
            the books of Amherst are adequate (determined in accordance
            with GAAP) and are at least equal to Amherst's liability for
            Taxes. There exists no proposed tax assessment against
            Amherst except as disclosed in the Balance Sheet.  No consent
            to the application of Section 341(f)(2) of the IRC has been
            filed with respect to any property or assets held, acquired,
            or to be acquired by Amherst.  No property of Amherst is
            property which Amherst is or will be required to treat as
            owned by another person pursuant to the provisions of Section
            168 (f) (safe harbor leasing provisions) of the Code.  All
            Taxes that Amherst is or was required by Legal Requirements
            to withhold or collect have been duly withheld or collected
            and, to the extent required, have been paid to the proper
            Governmental Body or other Person.
  
       (d)  All Tax Returns filed by (or that include on a consolidated
            basis) Amherst are true, correct, and complete in all
            material respects. There is no tax sharing agreement that
            will require any payment by Amherst after the date of this
            Agreement.
  
  3.14 NO MATERIAL ADVERSE CHANGE
  
  Since the date of the Balance Sheet, there has not been any material
  adverse change in the business, operations, properties, assets, or
  condition (financial or otherwise) of Amherst and no event has occurred
  or circumstance exists that may result in such a material adverse
  change, other than those which may result from general economic,
  political or industry conditions.
  
  3.15 EMPLOYEE BENEFITS
       
       (a)  As used in this Section 3.15, the following terms have the
       meanings set forth below.
            
            "Company Other Benefit Obligation" means an Other Benefit
            Obligation owed, adopted, or followed by Amherst or an ERISA
            Affiliate of Amherst.
            
            "Company Plan" means all Plans of which Amherst or an ERISA
            Affiliate of Amherst is or was within the past five years a
            Plan Sponsor, or to which Amherst or an ERISA Affiliate of
            Amherst within the past five years otherwise contributes or
            has contributed, or in which Amherst or an ERISA Affiliate of
            Amherst otherwise participates or has participated. All
            references to Plans are to Company Plans unless the context
            requires otherwise.
            
            "Company VEBA" means a VEBA whose members include employees
            of Amherst or any ERISA Affiliate of Amherst.
            
            "ERISA Affiliate" means, with respect to Amherst, any other
            person that, together with Amherst, would be treated as a
            single employer under IRC Section 414.
            
            "Multi-Employer Plan" has the meaning given in ERISA Section
            3(37)(A).
            
            "Other Benefit Obligations" means all obligations,
            arrangements, or customary practices, whether or not legally
            enforceable, to provide benefits, other than salary, as
            compensation for services rendered, to present or former
            directors, employees, or agents, other than obligations,
            arrangements, and practices that are Plans. Other Benefit
            Obligations include consulting agreements under which the
            compensation paid does not depend upon the amount of service
            rendered, sabbatical policies, severance payment policies,
            and fringe benefits within the meaning of IRC Section 132.
            
            "PBGC" means the Pension Benefit Guaranty Corporation, or any
            successor thereto.
            
            "Pension Plan" has the meaning given in ERISA Section
            3(2)(A).
            
            "Plan" has the meaning given in ERISA Section 3(3).
            
            "Plan Sponsor" has the meaning given in ERISA Section
            3(16)(B).
            
            "Qualified Plan" means any Plan that meets or purports to
            meet the  requirements of IRC Section 401(a).
            
            "Title IV Plans" means all Pension Plans that are subject to
            Title IV of ERISA, 29 U.S.C. Section 1301 et seq., other than
            Multi-Employer Plans.
            
            "VEBA" means a voluntary employees' beneficiary association
            under IRC Section 501(c)(9).
            
            "Welfare Plan" has the meaning given in ERISA Section 3(1).
       
       (b)       The Amherst Disclosure Letter contains true, correct and
                 complete lists of:
       
                 (i)  All Company Plans, Company Other Benefit
                 Obligations, and Company VEBAs, and identifies as such
                 all Company Plans that are (A) defined benefit Pension
                 Plans, (B) Qualified Plans, (C) Title IV Plans, or (D)
                 Multi-Employer Plans.
            
            (ii) (A) all ERISA Affiliates of Amherst, and (B) all Plans
                 of which any such ERISA Affiliate is or was a Plan
                 Sponsor, in which any such ERISA Affiliate participates
                 or has participated, or to which any such ERISA
                 Affiliate contributes or has contributed.
            
            (iii)     For each Multi- Employer Plan, as of its last
                 valuation date, the amount of potential withdrawal
                 liability of Amherst and Amherst's other ERISA
                 Affiliates, calculated according to information made
                 available pursuant to ERISA Section 4221(e).
       
       (c)  Except as provided in the Amherst Disclosure Letter, Amherst
            has delivered or made available to CRI:
            
            (i)  all documents that set forth the terms of each Company
                 Plan, Company Other Benefit Obligation, or Company VEBA
                 and of any related trust, including (A) all plan
                 descriptions and summary plan descriptions of Company
                 Plans for which ASI or Amherst is required to prepare,
                 file, and distribute plan descriptions and summary plan
                 descriptions, and (B) all summaries and descriptions
                 furnished to participants and beneficiaries regarding
                 Company Plans, Company Other Benefit Obligations, and
                 Company VEBAs for which a plan description or summary
                 plan description is not required;
            
            (ii) all personnel, payroll, and employment manuals and
                 policies;
            
            (iii)     all collective bargaining agreements pursuant to
                 which contributions have been made or obligations
                 incurred (including both pension and welfare  benefits)
                 by Amherst and the ERISA Affiliates of Amherst, and all
                 collective bargaining agreements pursuant to which
                 contributions are being made or obligations are owed by
                 such entities;
            
            (iv) a written description of any Company Plan or Company
                 Other Benefit Obligation that is not otherwise in
                 writing;
            
            (v)  all registration statements filed with respect to any
                 Company Plan;
            
            (vi) all insurance policies purchased by or to provide
                 benefits under any Company Plan;
            
            (vii)     all contracts with third party administrators,
                 actuaries, investment managers, consultants, and other
                 independent contractors that relate to any Company Plan,
                 Company Other Benefit Obligation, or Company VEBA;
            
            (viii)    all reports submitted within the four years
                 preceding the date of this Agreement by third party
                 administrators, actuaries, investment managers,
                 consultants, or other independent contractors with
                 respect to any Company Plan, Company Other Benefit
                 Obligation, or Company VEBA;
            
            (ix) all notifications to employees of their rights under
                 ERISA Section 601 et seq. and IRC Section 4980B;
            
            (x)  the Form 5500 filed in each of the most recent three
                 plan years, including all schedules thereto and the
                 opinions of independent accountants;
            
            (xi) all notices that were given by Amherst or any ERISA
                 Affiliate of Amherst or any Company Plan to the IRS, the
                 PBGC, or any participant or beneficiary, pursuant to
                 statute, within the four years preceding the date of
                 this Agreement, including notices that are expressly
                 mentionedelsewhere in this Section 3.15;
            
            (xii)     all notices that were given by the IRS, the PBGC,
                 or the Department of Labor to Amherst, any ERISA
                 Affiliate of Amherst, or any Company Plan within the
                 four years preceding the date of this Agreement;
            
            (xiii)    with respect to Qualified Plans and VEBAs, the most
                 recent determination letter for each Plan of Amherst
                 that is a Qualified Plan; and
            
            (xiv)     with respect to Title IV Plans, the Form PBGC-1
                 filed for each of the three most recent plan years.
       
       (d)  Except as set forth in the Amherst Disclosure Letter:
            
            (i)  Amherst has performed all of its respective obligations
                 under all Company Plans, Company Other Benefit
                 Obligations, and Company VEBAs. Amherst has made
                 appropriate entries in its financial records and
                 statements for all obligations and liabilities under
                 such Plans, VEBAs, and Obligations that have accrued but
                 are not due.
            
             (ii)     No statement, either written or oral, has been made
                 by Amherst to any Person with regard to any Plan or
                 Other Benefit Obligation that was not in accordance with
                 the Plan or Other Benefit Obligation and that could have
                 an adverse economic consequence to Amherst.
            
            (iii)     Amherst, with respect to all Company Plans, Company
                 Other Benefits Obligations, and Company VEBAs, are, and
                 each Company Plan, Company Other Benefit Obligation, and
                 Company VEBA is, in material compliance with ERISA, the
                 IRC, and other applicable Laws including the provisions
                 of such Laws expressly mentioned in this Section 3.15,
                 and with any applicable collective bargaining agreement.
  
  3.16 COMPLIANCE WITH LEGAL REQUIREMENTS; GOVERNMENTAL  AUTHORIZATIONS
       
       (a)       (i)  Except as disclosed in the Amherst Disclosure
                 Letter, each of Amherst and its Subsidiaries is, and at
                 all times since January 1, 1991 has been, in compliance
                 in all material respects with each Legal Requirement
                 that is or was applicable to it or to the conduct or
                 operation of its business or the ownership or use of any
                 of its assets;
            
            (ii) Except as disclosed in the Amherst Disclosure Letter, to
                 Amherst's Knowledge, no event has occurred or
                 circumstance exists that (with or without notice or
                 lapse of time) (A) may constitute or result in a
                 violation by Amherst of, or a failure on the part of
                 Amherst to comply with, any Legal Requirement material
                 to its operations, or (B) may give rise to any
                 obligation on the part of Amherst to undertake, or to
                 bear all or any portion of the cost of, any remedial
                 action of any nature which is material to Amherst's
                 operations; and
            
            (iii)     Except as disclosed in the Amherst Disclosure
                 Letter, Amherst has not received, at any time since
                 January 1, 1991, any written notice from any
                 Governmental Body or any other Person regarding (A) any
                 actual or alleged violation of, or failure to comply
                 with, any Legal Requirement, or (B) any actual, alleged,
                 possible, or potential obligation on the part of Amherst
                 to undertake, or to bear all or any portion of the cost
                 of, any remedial action of any nature arising out of any
                 Legal Requirement.
       
       (b)  The Amherst Disclosure Letter includes an accurate list of
            each material Governmental Authorization that is held by
            Amherst or its Subsidiaries.  Each Governmental Authorization
            listed in the Amherst Disclosure Letter is valid and in full
            force and effect.  Except as set forth in the Amherst
            Disclosure Letter:
            
            (i)  Each of Amherst and its Subsidiaries is, and at all
                 times since January 1, 1991 has been, in full compliance
                 with all of the terms and requirements of each material
                 Governmental Authorization identified in the Amherst
                 Disclosure Letter;
            
            (ii) To Amherst's Knowledge, no event has occurred or
                 circumstance exists that may (with or without notice or
                 lapse of time) (A) constitute or result directly or
                 indirectly in a violation of or a failure to comply with
                 any term or requirement of any material Governmental
                 Authorization, or (B) result directly or indirectly in
                 the revocation, withdrawal, suspension, cancellation, or
                 termination of, or any modification to, any material
                 Governmental Authorization;
            
            (iii)     Neither Amherst nor any of its Subsidiaries has
                 received, at any time since January 1, 1991, any written
                 notice from any Governmental Body or any other Person
                 regarding (A) any actual or alleged failure to comply
                 with any term or requirement of any Governmental
                 Authorization, or (B) any actual or proposed,
                 revocation, withdrawal, suspension, cancellation,
                 termination of, or modification to any Governmental
                 Authorization; and
            
            (iv) All applications required to have been filed for the
                 renewal of the Governmental Authorizations have been
                 duly filed on a timely basis with the appropriate
                 Governmental Bodies, and all other filings required to
                 have been made with respect to such Governmental
                 Authorizations have been duly made on a timely basis
                 with the appropriate Governmental Bodies.
  
  Each of Amherst, its Subsidiaries and ASI have received all of the
  Governmental Authorizations necessary to permit Amherst to lawfully
  conduct and operate its business in the manner it is currently
  conducted and operate such business and to permit Amherst to own and
  use its assets in the manner in which it currently owns and uses such
  assets.
  
  3.17 LEGAL PROCEEDINGS; ORDERS
       
       (a)  Except as disclosed in the Amherst Disclosure Letter or in
            this Agreement, there is no pending Proceeding:
            
            (i)  that has been commenced by or against Amherst or any of
                 its Subsidiaries; or
            
            (ii) that challenges, or that may have the effect of
                 preventing, delaying, making illegal, or otherwise
                 interfering with, any of the Contemplated Transactions.
  
  To the Knowledge of Amherst, no such Proceeding has been Threatened.
       
       (b)  Except as set forth in the Amherst Disclosure Letter or any
            Exhibit hereto:
            
            (i)  there is no Order to which Amherst, it Subsidiaries, or
                 any of the material assets owned or used by Amherst or
                 its Subsidiaries , is subject; and
            
            (ii) to the Knowledge of Amherst, no officer, director,
                 agent, or employee of Amherst or its Subsidiaries is
                 subject to any Order that prohibits such officer,
                 director, agent, or employee from engaging in or
                 continuing any conduct, activity, or practice relating
                 to the business of Amherst.
       
       (c)  Except as set forth in the Amherst Disclosure Letter or
            herein:
            
            (i)  each of Amherst and its Subsidiaries is, and at all
                 times since January 1, 1991 has been, in full compliance
                 with all of the terms and requirements of each Order to
                 which it, or any of the material assets owned or used by
                 it, is or has been subject;
            
            (ii) To Amherst's Knowledge, no event has occurred or
                 circumstance exists that may constitute or result in
                 (with or without notice or lapse of time) a violation of
                 or failure to comply with any term or requirement of any
                 Order to which Amherst, its Subsidiaries, or any of the
                 material assets owned or used by Amherst or its
                 Subsidiaries, is subject; and
            
            (iii)     each of Amherst and its Subsidiaries has not
                 received, at any time since January 1, 1991, any
                 material written notice from any Governmental Body or
                 any other Person regarding any actual or alleged
                 violation of, or failure to comply with, any term or
                 requirement of any Order to which Amherst, its
                 Subsidiaries, or any of the material assets owned or
                 used by Amherst or it Subsidiaries, is or has been
                 subject.
  
  3.18 ABSENCE OF CERTAIN CHANGES AND EVENTS
  
  Since the date of the Interim Balance Sheet (or such other date as may
  be set forth below), except as disclosed in the Amherst Disclosure
  Letter or otherwise disclosed herein, or contemplated by this
  Agreement, Amherst has conducted its businesses only in the Ordinary
  Course of Business and there has not been any:
       
       (a)  change in Amherst's authorized or issued capital stock; grant
            of any stock option or right to purchase shares of capital
            stock of Amherst; issuance of any security convertible into
            such capital stock; grant of any registration rights;
            purchase, redemption, retirement, or other acquisition by
            Amherst of any shares of any such capital stock; or
            declaration or payment of any dividend or other distribution
            or payment in respect of shares of capital stock;
       
       (b)  amendment to the Organizational Documents of Amherst other
            than in connection with the transactions contemplated by the
            Amherst Agreements;
       
       (c)  payment of bonuses since the date of the Interim Balance
            Sheet or increases by Amherst of any bonuses, salaries, or
            other compensation to any stockholder, director, officer or
            employee or entry into any employment, severance, or similar
            Contract with any director, officer, or employee since
            November 14, 1998;
       
       (d)  adoption of, or increase in the payments to or benefits
            under, any profit sharing, bonus, deferred compensation,
            savings, insurance, pension, retirement, or other employee
            benefit plan for or with any employees of Amherst;
       
       (e)  damage to or destruction or loss of any asset or property of
            Amherst, whether or not covered by insurance, materially and
            adversely affecting the properties, assets, business or
            financial condition of Amherst and its Subsidiaries, taken as
            a whole;
       
       (f)  entry into, termination of, or receipt of written notice of
            termination of (i) any material license, distributorship,
            dealer, sales representative, joint venture, credit, or
            similar agreement, or (ii) any Contract or transaction
            involving a total remaining commitment by or to Amherst of at
            least $10,000;
       
       (g)  sale (other than sales of inventory in the Ordinary Course of
            Business), lease, or other disposition of any material asset
            or property of Amherst or mortgage, pledge, or imposition of
            any lien or other encumbrance on any material asset or
            property of Amherst (other than Permitted Encumbrances),
            including the sale, lease, or other disposition of any of the
            Intellectual Property Assets;
       
       (h)  cancellation or waiver of any claims or rights with a value
            to Amherst in excess of $10,000;
       
       (i)  material change in the accounting methods used by Amherst; or
       
       (j)  agreement, whether oral or written, by Amherst to do any of
            the foregoing.
  
  3.19 CONTRACTS; NO DEFAULTS
       
       (a)  The Amherst Disclosure Letter includes a list of:
            
            (i)  each Applicable Contract that involves performance of
                 services or delivery of goods or materials by Amherst of
                 an amount or value in excess of $25,000;
            
            (ii) each Applicable Contract that involves performance of
                 services or delivery of goods or materials to Amherst of
                 an amount or value in excess of $25,000;
            
            (iii)     each Applicable Contract that was not entered into
                 in the Ordinary Course of Business or that involves
                 expenditures or receipts of Amherst in excess of
                 $25,000;
            
            (iv) each lease, rental or occupancy agreement, license,
                 installment and conditional sale agreement, and other
                 Applicable Contract affecting the ownership of, leasing
                 of, title to, use of, or any leasehold or other interest
                 in, any real or personal property (except personal
                 property leases and installment and conditional sales
                 agreements having a value per item or aggregate payments
                 of less than $10,000);
            
            (v)  each licensing agreement or other Applicable Contract
                 with respect to patents, trademarks, copyrights, or
                 other intellectual property, including agreements with
                 current or former employees, consultants, or contractors
                 regarding the appropriation or the non-disclosure of any
                 of the Intellectual Property Assets;
            
            (vi) each collective bargaining agreement and other
                 Applicable Contract to or with any labor union or other
                 employee representative of a group of employees;
            
            (vii)     each joint venture, partnership, and other
                 Applicable Contract (however named) involving a sharing
                 of profits, losses, costs, or liabilities by Amherst
                 with any other Person;
            
            (viii)    each Applicable Contract containing covenants that
                 in any way purport to restrict the business activity of
                 Amherst or any Subsidiary or limit the freedom of
                 Amherst or any Subsidiary to engage in any line of
                 business or to compete with any Person;
            
            (ix) each Applicable Contract providing for payments to or by
                 any Person based on sales, purchases, or profits, other
                 than direct payments for goods;
            
            (x)  each power of attorney given by Amherst or any
                 Subsidiary that is currently effective and outstanding;
            
            (xi) each Applicable Contract entered into other than in the
                 Ordinary Course of Business that contains or provides
                 for an express undertaking by Amherst to be responsible
                 for consequential damages;
            
            (xii)     each Applicable Contract for capital expenditures
                 in excess of $25,000;
            
            (xiii)    each written warranty, guaranty, and or other
                 similar undertaking with respect to contractual
                 performance extended by Amherst other than in the
                 Ordinary Course of Business; and
            
            (xiv)     each amendment, supplement, and modification
                 (whether oral or written) in respect of any of the
                 foregoing.
       
       (b)  Except as set forth in the Amherst Disclosure Letter:
            
            (i)  to the Knowledge of Amherst, ASI (and no Related Person
                 of ASI) has not nor may not acquire any rights under,
                 and ASI has not nor may not become subject to any
                 obligation or liability under any Contract that relates
                 to the business of, or any of the assets owned or used
                 by, Amherst; and
            
            (ii) to the Knowledge of Amherst, no officer, director,
                 agent, employee, consultant, or contractor of Amherst is
                 bound by any Contract that  purports to limit the
                 ability of such officer,  director, agent, employee,
                 consultant, or contractor  to (A) engage in or continue
                 any conduct, activity,  or practice relating to the
                 business of Amherst, or (B)  assign to Amherst or to any
                 other Person any rights to  any invention, improvement,
                 or discovery relating to the business of Amherst.
       
       (c)  Except as set forth in the Amherst Disclosure Letter,
            
            (i)  Amherst is, and at all times since January 1, 1995 has
                 been, in full compliance with all applicable terms and
                 requirements of each Applicable Contract under which
                 Amherst has or had any obligation or liability or by
                 which Amherst or any of the assets owned or used by
                 Amherst is or was bound, specifically including, but not
                 limited to, "Year 2000" compliance within the meaning of
                 the United States of America Federal Acquisition
                 Regulation (for the period after the adoption of such
                 regulation), and any like and applicable legal
                 requirements;
            
            (ii) to the Knowledge of Amherst, each other Person that has
                 or had any obligation or liability under any Applicable
                 Contract is, and at all times since January 1, 1991 has
                 been, in full compliance with all applicable terms and
                 requirements of such Applicable Contract;
            
            (iii)     to the Knowledge of Amherst, no event has occurred
                 or circumstance exists that (with or without notice or
                 lapse of time) may contravene, conflict with, or result
                 in a violation or breach of, or give Amherst or other
                 Person the right to declare a default or exercise any
                 remedy under, or to accelerate the maturity or
                 performance of, or to cancel, terminate, or modify, any
                 Applicable  Contract; and
            
            (iv) Amherst has not given to or received from any other
                 Person, at any time since January 1, 1991, any written
                 notice regarding any actual or alleged, material
                 violation or breach of, or default under, any Applicable
                 Contract, excluding written notices of matters which
                 were fully resolved.
       
       (d)  There are no renegotiations of, attempts to renegotiate, or
            outstanding rights to renegotiate any material amounts paid
            or payable to Amherst under current or completed Applicable
            Contracts with any Person and, to the Knowledge of Amherst,
            no such Person has made written demand for such
            renegotiation.
       
       (e)  To the Knowledge of Amherst, the Applicable Contracts
            relating to the sale, design, manufacture, or provision of
            products or services by Amherst have been entered into in the
            Ordinary Course of Business and have been entered into
            without the commission of any act alone or in concert with
            any other Person, or any consideration having been paid or
            promised, that is or would be in violation of any Legal
            Requirement.
       
       (f)  The Amherst Disclosure Letter contains the current Reasonable
            Best Estimate of Amherst, as of October 31, 1998, of the
            "cost to complete" for each Applicable Contract pursuant to
            which Amherst is required to perform services or deliver
            products.  Except as provided in the Amherst Disclosure
            Letter, none of such Contracts has accrued or, in the
            Reasonable Best Estimate of Amherst, is expected by Amherst
            to result in any losses.
       
       (g)  There are no Applicable Contracts between Amherst and a
            Governmental Body which contain material terms which cannot
            be disclosed to CRI prior to the Closing because of security
            restrictions imposed by the Governmental Body.
       
       (h)  With respect to each and every material Government Contract
            or bid to obtain a material Government Contract to which
            Amherst is a party and except as set forth in the Amherst
            Disclosure Letter:  (i) Amherst has fully complied with all
            material terms and conditions of such Government Contract or
            bid for a Government Contract as required as of the date
            hereof and as of the Closing Date; (ii) Amherst has fully
            complied with all material requirements of statute, rule or
            regulation pertaining to such Government Contract or bid for
            a Government Contract; (iii) all representations and
            certifications executed with respect to such Government
            Contract were accurate in every material respect as of their
            effective date and Amherst has fully complied with all such
            representations and certifications in every material respect;
            and (iv) no termination or default, cure notice or show cause
            notice has been issued in writing or, to the Knowledge of
            Amherst, will be issued.
  
       (i)  To the Knowledge of Amherst, (i) none of Amherst's employees,
            consultants or agents is (or during the last three years has
            been) under administrative, civil or criminal investigation,
            indictment or information by any Governmental Body, (ii)
            there is not any pending audit or investigation of Amherst,
            its officers, employees or representatives nor within the
            last three years has there been any audit or investigation of
            Amherst, officers, employees or representatives resulting in
            a material adverse finding with respect to any alleged
            irregularity, misstatement or omission arising under or
            relating to any Government Contract or bid; and (iii) during
            the last three years, Amherst has not made a voluntary
            disclosure to the U.S. Government or any non-U.S. government,
            with respect to any alleged irregularity, misstatement or
            omission arising under or relating to a Government Contract
            or bid.  Amherst has not had any irregularities,
            misstatements or omissions arising under or relating to any
            Government Contract or bid that has led or is expected to
            lead, either before or after the Closing Date, to any of the
            consequences set forth in clause (i) or (ii) of the
            immediately preceding sentence or any other material damage,
            penalty assessment, recoupment of payment or disallowance of
            cost.
       
       (j)  There are (i) no outstanding claims against Amherst either by
            the U.S. Government or by any non-U.S. government or by any
            prime contractor, subcontractor, vendor or other third party,
            arising under or relating to any Government Contract or bid
            referred to in the Amherst Disclosure Letter and (ii) no
            disputes between Amherst and the U.S. Government or any non-
            U.S. Government under the Contract Disputes Act or any other
            Federal statute or between Amherst and any prime contractor,
            subcontractor or vendor arising under or relating to any such
            Government Contract or bid.  To the Knowledge of Amherst,
            there are no facts that could reasonably be expected to
            result in a claim or a dispute under clause (i) or (ii) of
            the immediately preceding sentence.
  
       (k)  Neither Amherst nor, to the Knowledge of Amherst, any of its
            employees, consultants or agents is (or during the last three
            years has been) suspended or debarred from doing business
            with the U.S. Government or any non-U.S. government or is (or
            during such period was) the subject of a finding of non-
            responsibility or ineligibility for U.S. Government or non-
            U.S. government contracting.  Amherst and its affiliates
            conducted their operations in material compliance with all
            requirements of all material laws pertaining to all
            Government Contracts and bids.
  
       (l)  No statement, representation or warranty made by Amherst in
            any Government Contract, any exhibit thereto or in any
            certificate, statement, list, schedule thereto or other
            document submitted or furnished to the U.S. Government or any
            non-U.S. government in connection with any Government
            Contract or bid (i) contained on the date so furnished or
            submitted any untrue statement of a material fact, or failed
            to state a material fact necessary to make the statements
            contained therein, in light of the circumstances in which
            they were made, not misleading or (ii) contains on the date
            hereof any untrue statement of a material fact, or fails to
            state a material fact necessary to make the statements
            contained therein, in light of the circumstances in which
            they are made, not misleading, except in the case of both
            clauses (i) and (ii) any untrue statement or failure to state
            a material fact that would not result in any material
            liability to Amherst as a result of such untrue statement or
            failure to state a material fact.
  
  A list of all Applicable Contracts to which Amherst became a party
  between the date of this Agreement and the Closing Date shall be
  provided to CRI on or before the Closing.
  
  3.20 INSURANCE
       
       (a)  The Amherst Disclosure Letter includes:
            
            (i)  a true and complete list of all policies of insurance to
                 which Amherst is a party or under which Amherst, is or
                 has been covered at any time within the two (2) years
                 preceding the date of this Agreement;
            
            (ii) a true and complete list of all pending applications for
                 policies of insurance; and
            
            (iii)     any statement made in writing by the auditor of
                 Amherst's financial statements during the past two (2)
                 years with regard to the adequacy of such entity's
                 coverage or of the reserves for claims.
       
       (b)  The Amherst Disclosure Letter identifies or contains:
            
            (i)  any self-insurance arrangement relating to benefits for
                 Amherst employees, or for the employees of a Subsidiary,
                 including any reserves established thereunder;
            
            (ii) any Contract, other than a policy of insurance, for the
                 transfer or sharing of any casualty loss by Amherst;
            
            (iii)     all material obligations of Amherst to third
                 parties with respect to insurance (including such
                 obligations under leases and service agreements) and
                 identification of the policy under which such coverage
                 is provided.
            
            (iv) a summary of the loss experience under each policy since
                 January 1, 1995;
            
            (v)  a statement describing each outstanding claim since
                 January 1, 1995 under an insurance policy for an amount
                 in excess of $10,000, which sets forth:
                 
                 (A)  the name of the claimant;
                 
                 (B)  a description of the policy by insurer, type of
                      insurance, and period of coverage; and
                 
                 (C)  the amount and a brief description of the claim;
                      and
            
            (vi) all policies to which Amherst is a party or that provide
                 coverage to either  Amherst, or any director or officer
                 of Amherst in their capacity as a director or officer:
                 (A)  are valid, outstanding, and enforceable;  (B)  are
                 issued by an insurer that is financially  sound and
                 reputable; (C)  are sufficient for compliance with all
                 Legal  Requirements and Contracts to which Amherst is a
                 party  or by which any of them is bound;  (D)  will
                 continue in full force and effect in  accordance with
                 their terms following the  consummation of the
                 Contemplated Transactions  provided that all premiums
                 coming due after the  Closing are timely paid;
       
       (c)  Since January 1, 1995, Amherst and/or ASI have not received
            (A) any refusal of coverage or any notice that a defense will
            be afforded with reservation of rights, or (B) any notice of
            cancellation or any other indication that any insurance
            policy is no longer in full force or effect or will not be
            renewed or that the issuer of any policy is not willing or
            able to perform its obligations thereunder.
       
       (d)  Amherst has paid all premiums due, and has otherwise
            performed, in all material respects, all of its obligations,
            under each policy to which Amherst is a party or that
            provides coverage to Amherst.
       
       (e)  To the Knowledge of Amherst, Amherst has given notice to the
            insurer of all material claims that may be insured thereby.
  
  3.21           ENVIRONMENTAL, HEALTH AND SAFETY MATTERS
       
       (a)  All representations and warranties of Amherst relative to
            Environmental, Health and Safety Matters shall be governed
            exclusively by this Section 3.21.
       
       (b)  Except as set forth in the Amherst Disclosure Letter:
            
            (i)  Each of Amherst and its Subsidiaries is, and at all
                 times has been, in full compliance with, and has not
                 been and is not in material violation of, any
                 Environmental Law.  Amherst has not received any actual
                 or, to the Knowledge of Amherst, Threatened order,
                 notice, or other communication from (i) any Governmental
                 Body or private citizen acting in the public interest,
                 or (ii) the current or prior owner or operator of any
                 Facilities, of any actual or potential material
                 violation or failure to materially comply with any
                 Environmental Law, or of any actual or Threatened
                 obligation to undertake or bear the cost of any
                 Environmental, Health, and Safety Liabilities with
                 respect to any of the Facilities or any other properties
                 or assets (whether real, personal, or mixed) in which
                 Amherst or any of its Subsidiaries has had an interest,
                 or with respect to any property or Facility at or to
                 which Hazardous Materials were generated, manufactured,
                 refined, transferred, imported, used, or processed by
                 Amherst or any of its Subsidiaries, or any other Person
                 for whose conduct it is or may be held responsible, or
                 from which Hazardous Materials have been transported,
                 treated, stored, handled, transferred, disposed,
                 recycled, or received.
            
            (ii) There are no pending or, to the Knowledge of Amherst,
                 Threatened claims, resulting from any Environmental,
                 Health, and Safety Liabilities or arising under or
                 pursuant to any Environmental Law, with respect to or
                 affecting any of the Facilities or any other properties
                 and assets (whether real, personal, or mixed) in which
                 Amherst or any of its Subsidiaries has or had a fee or
                 leasehold interest.
            
            (iii)     Neither Amherst nor, to Amherst's Knowledge, any
                 other Person for whose conduct it is or may be held
                 responsible, received, any citation, directive, inquiry,
                 notice, Order, summons, warning, or other communication
                 that relates to Hazardous Activity, Hazardous Materials,
                 or any alleged, actual, or potential material violation
                 or failure to materially comply with any Environmental
                 Law, or of any alleged, actual, or potential obligation
                 to undertake or bear the cost of any Environmental,
                 Health, and Safety Liabilities with respect to any of
                 the Facilities or any other properties or assets
                 (whether real, personal, or mixed) in which Amherst or
                 any of its Subsidiaries had a fee or leasehold interest,
                 or with respect to any property or facility to which
                 Hazardous Materials generated, manufactured, refined,
                 transferred, imported, used, or processed by Amherst, or
                 any other Person for whose conduct they are or may be
                 held responsible, have been transported, treated,
                 stored, handled, transferred, disposed, recycled, or
                 received.
       
       (c)  Neither Amherst, nor any other Person for whose conduct it is
            or may be held responsible, has any Environmental, Health,
            and Safety Liabilities with respect to the Facilities or, to
            the Knowledge of Amherst, with respect to any other
            properties and assets (whether real, personal, or mixed) in
            which Amherst (or any predecessor), has or had an interest,
            or at any property geologically or hydrologically adjoining
            the Facilities or any such other property or assets.
       
       (d)  Except for small quantities maintained in commercial
            products, there are no Hazardous Materials present on, at, in
            or under the Facilities, including any Hazardous Materials
            contained in barrels, above or underground storage tanks,
            landfills, land deposits, dumps, equipment (whether moveable
            or fixed) or other containers, either temporary or permanent,
            and deposited or located in land, water, sumps, or any other
            part of the Facilities or incorporated into any structure
            therein or thereon.
       
       (e)  There has been no Release of any Hazardous Materials at or
            from the Facilities or at any other locations where any
            Hazardous Materials were generated, manufactured, refined,
            transferred, produced, imported, used, or processed from or
            by the Facilities, or from or by any other properties and
            assets (whether real, personal, or mixed) in which Amherst
            has or had a fee or leasehold interest.
       
       (f)  Amherst has made available to CRI true and complete copies
            and results of any reports, studies, analyses, tests, or
            monitoring possessed or initiated by Amherst pertaining to
            Hazardous Materials or Hazardous Activities in, on, or under
            the Facilities, or concerning compliance by Amherst, or any
            other Person for whose conduct Amherst is or may be held
            responsible, with Environmental Laws.
  
  3.22 EMPLOYEES
       
       (a)  The Amherst Disclosure Letter includes a complete and
            accurate list of the following information for each employee
            of Amherst or its Subsidiaries, including each employee on
            leave of absence or layoff status: employer; name; job title;
            current compensation paid or payable and any change in
            compensation since November 14, 1998; vacation accrued; and
            service credited for purposes of vesting and eligibility to
            participate under Amherst's Employee Pension Benefit Plans or
            Employee Welfare Benefit Plans, or any other employee benefit
            plan.  Within the one hundred eighty (180) days preceding the
            date hereof, Amherst has not laid-off or otherwise terminated
            without cause more than five (5) of its employees.
       
       (b)  To the Knowledge of Amherst, no employee of Amherst or any
            Subsidiary is a party to, or is otherwise bound by, any
            agreement or arrangement, including any confidentiality,
            noncompetition, or proprietary rights agreement, between
            such employee  and any other Person ("Proprietary Rights
            Agreement") that in any way adversely affects or will affect
            (i) the performance of his duties as an employee of Amherst
            or such Subsidiary, or (ii) the ability of Amherst or such
            Subsidiary to conduct its business, including any
            Proprietary Rights Agreement with Amherst by any such
            employee.  To the Knowledge of Amherst, except as has been,
            or will be prior to Closing, disclosed to CRI, no officer,
            or other key employee of Amherst intends to terminate his
            employment with Amherst.
       
       (c)  The Amherst Disclosure Letter includes a complete and
            accurate list of the following information for each retired
            employee or director of Amherst, or their dependents,
            receiving benefits or scheduled to receive benefits in the
            future: name, pension benefit, pension option election,
            retiree medical insurance coverage, retiree life insurance
            coverage, and other benefits.
  
  3.23 LABOR RELATIONS; COMPLIANCE
  
  Neither Amherst nor any Subsidiaries has been nor is currently a party
  to any collective bargaining or other labor Contract.  There has not
  been and there currently is not presently pending or existing, and
  there is not Threatened, (a) any strike, slowdown, picketing, work
  stoppage, or employee grievance process, (b) any Proceeding against
  Amherst relating to the alleged violation of any Legal Requirement
  pertaining to labor relations or employment matters, including any
  charge or complaint filed by an employee of Amherst or any Subsidiary
  or union with the National Labor Relations Board, the Equal Employment
  Opportunity Commission, or any comparable Governmental Body,
  organizational activity, or other labor or employment dispute against
  any of Amherst or any Subsidiary, or (c) any application for
  certification of a collective bargaining agent.  No event has occurred
  or circumstance exists that could provide the basis for any work
  stoppage or other labor dispute.  There is no lockout of any employees
  by Amherst, and no such action is contemplated by Amherst. Amherst has
  complied in all respects with all material Legal Requirements relating
  to employment, equal employment opportunity, nondiscrimination,
  immigration, wages, hours, benefits, collective bargaining, the payment
  of social security and similar taxes, occupational safety and health,
  and plant closing. Amherst is not liable for the payment of any
  compensation, damages, taxes, fines, penalties, or other amounts,
  however designated, for failure to comply with any of the foregoing
  Legal Requirements.
  
  3.24 INTELLECTUAL PROPERTY
       
       (a)  Intellectual Property Assets--The term "Intellectual Property
            Assets" includes:
            
            (i)  the name "Amherst Systems, Inc.", all fictional business
                 names, trading names, registered and unregistered
                 trademarks, service marks, and applications
                 (collectively, "Marks");
            
            (ii) all patents, patent applications, and inventions and
                 discoveries that may be patentable (collectively,
                 "Patents");
            
            (iii)     all copyrights in both published works and
                 unpublished works (collectively, "Copyrights");
            
            (iv) all rights in mask works (collectively, "Rights in Mask
                 Works"); and
            
            (v)  all know-how, trade secrets, confidential information,
                 customer lists, software, technical information, data,
                 process technology, plans, drawings, and blue prints
                 (collectively, "Trade Secrets"); owned, used, or
                 licensed by Amherst as licensee or licensor.
       
       (b)  List--Amherst has, or will prior to Closing, provide to CRI a
            complete and accurate list of any material Intellectual
            Property Assets, other than Trade Secrets, owned or used by
            Amherst (or any of its Subsidiaries) in its business, except
            for any license implied by the sale of a product and
            perpetual, paid-up licenses for commonly available software
            programs under which Amherst (or any of its Subsidiaries) is
            the licensee.  There are no outstanding and, to Amherst's
            Knowledge, no Threatened disputes or disagreements with
            respect to any such Intellectual Property Assets.
       
       (c)  Know-How Necessary for the Business
            
            (i)  The Intellectual Property Assets , which have been or
                 will be made available to CRI prior to Closing, are all
                 those necessary for the operation of Amherst's
                 businesses as they are currently conducted.  Amherst is
                 the owner or lawful user of each of the Intellectual
                 Property Assets, subject to any limitations set forth in
                 the Amherst Disclosure Letter.
            
            (ii) All former and current employees of Amherst who have
                 been employed since January 1, 1995 have executed
                 written Contracts with Amherst that assign to Amherst
                 all rights to any inventions, improvements, discoveries,
                 or information relating to the business of Amherst.  To
                 the Knowledge of Amherst, no key employee of Amherst has
                 entered into any Contract that restricts or limits in
                 any way the scope or type of work in which the employee
                 may be engaged or requires the employee to transfer,
                 assign, or disclose information concerning his work to
                 anyone other than Amherst.
       
       (d)  Patents
            
            (i)  Amherst has provided, or will provide prior to Closing,
                 a complete and accurate list and summary description of
                 all patents issued to Amherst (or any of its
                 Subsidiaries).  Amherst is the owner of all right,
                 title, and interest in and to each of the patents, free
                 and clear of all liens, security interests, charges,
                 encumbrances, entities, and other adverse claims.
            
            (ii) All of the Patents issued to, Amherst or any Subsidiary,
                 are currently in compliance with formal legal
                 requirements (including payment of filing, examination,
                 and maintenance fees and proofs of working or use), are
                 valid and enforceable, and are not subject to any
                 maintenance fees or taxes or actions falling due within
                 ninety days after the Closing Date.
            
            (iii)     No Patent issued to Amherst has been or is now
                 involved in any interference, reissue, reexamination, or
                 opposition proceeding. To Amherst's Knowledge, there is
                 no potentially interfering patent or patent application
                 of any third party.
            
            (iv) No Patent issued to Amherst is infringed or, to
                 Amherst's Knowledge, has been challenged or threatened
                 in any way.  To the Knowledge of Amherst, none of the
                 products manufactured and sold, nor any process or know-
                 how used, by Amherst infringes or is alleged to infringe
                 any patent or other proprietary right of any other
                 Person.
            
            (v)  All products made, used, or sold under the Patents
                 issued to Amherst have been marked with the proper
                 patent notice.
       
       (e)  Trademarks
            
            (i)  The trade names "Amherst Systems", "RetailTrak",
                 "Spiritrak", "Telemus" and "Amherst Systems
                 International" are the only Marks used by Amherst.
            
            (ii) No Marks  have been registered by Amherst with the
                 United States Patent and Trademark Office other than
                 Spiritrak.
       
       (f)  Copyrights
            
            Amherst has all copyrights granted by law with respect
            original works created by Amherst.
       
       (g)  Trade Secrets
            
            (i)  Amherst has taken commercially reasonable precautions to
                 protect the secrecy, confidentiality, and value of its
                 material Trade Secrets.
            
            (ii) Amherst has good title or the lawful right to use the
                 Trade Secrets.  Except for Trade Secrets made available
                 by customers, the material Trade Secrets owned by
                 Amherst are not part of the public knowledge or
                 literature.  No material Trade Secret owned by Amherst
                 is subject to any adverse claim or, to the Knowledge of
                 Amherst, has been challenged or threatened in any way.
  
  3.25 CERTAIN PAYMENTS
  
  Neither Amherst (nor any of its Subsidiaries) nor any director,
  officer, or to Amherst's Knowledge, any agent, or employee of Amherst
  (or any of its Subsidiaries) any other Person associated with or acting
  for or on behalf of Amherst (or any of its Subsidiaries), has directly
  or indirectly (a) made any contribution, gift, bribe, rebate, payoff,
  influence payment, kickback, or other payment to any Person, private or
  public, regardless of form, whether in money, property, or services in
  violation of any Legal Requirement, (b) established or maintained any
  fund or asset that has not been recorded in the books and records of
  Amherst.
  
  3.26 DISCLOSURE
  
  Neither this Agreement nor the Amherst Disclosure Letter, any Schedule
  or other documents and written information furnished by or on behalf of
  Amherst to the CRI in connection with this Agreement and the
  Contemplated Transactions contains any untrue statement of a material
  fact or omits to state any material fact necessary to make the
  statements contained herein or therein not misleading.
  
  3.27 RELATIONSHIPS WITH RELATED PERSONS
  
  To the Knowledge of Amherst, except as set forth in the Amherst
  Disclosure Letter, neither ASI nor any previous shareholder of Amherst
  nor any Related Person of such Persons has, or has had, any interest in
  any property (whether real, personal, or mixed and whether  tangible or
  intangible), used in or pertaining to Amherst's businesses.  To the
  Knowledge of Amherst, except as set forth in the Amherst Disclosure
  Letter, neither Amherst nor any Related Person of ASI or of Amherst is,
  or has owned (of record or as a beneficial owner) an equity interest or
  any other financial or profit interest in, a Person that has (i) had
  business dealings or a material financial interest in any transaction
  with Amherst, or (ii) engaged in competition with Amherst with respect
  to any line of the products or services of Amherst (a "Competing
  Business") in any market presently served by Amherst except for less
  than  five percent (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.
  
  3.28 BROKERS OR FINDERS
  
  ASI, Amherst and their agents have incurred no obligation or liability,
  contingent or otherwise, for brokerage or finders' fees or agents'
  commissions or other similar payment in connection with this Agreement
  for which CRI could be responsible.
  
  3.29 BANKING RELATIONSHIPS
  
  The Amherst Disclosure Letter sets forth a complete and accurate
  description of all arrangements that Amherst and each Subsidiary has
  with any banks, savings and loan associations or other financial
  institutions providing for any accounts, including, without limitation,
  checking accounts, cash contribution accounts, safe deposit boxes,
  borrowing arrangements, certificates of deposit or otherwise,
  indicating in each case account numbers, if applicable, and the person
  or persons authorized to act or sign on behalf of Amherst or such
  Subsidiary in respect of any of the foregoing.  No person holds any
  power of attorney or similar authority from Amherst or any Subsidiary.
  
                                ARTICLE IV
                   REPRESENTATIONS AND WARRANTIES OF CRI
  
  CRI represents and warrants to Amherst as of the date hereof and as of
  the Closing as follows:
  
  4.1  ORGANIZATION AND GOOD STANDING
  
  CRI is a corporation duly organized, validly existing, and in good
  standing under the laws of the State of New York.
  
  4.2  AUTHORITY; NO CONFLICT
  
  This Agreement has been approved by CRI's Board of Directors and
  constitutes the legal, valid, and binding obligation of CRI,
  enforceable against CRI in accordance with its terms. Upon the
  execution and delivery by CRI of the Promissory Notes (including the
  Escrow Notes) and corporate certifications hereto (collectively, "CRI's
  Closing Documents"), CRI's Closing Documents will constitute the legal,
  valid, and binding obligations of CRI, enforceable against CRI in
  accordance with their respective terms.  Except as provided for in
  Section 4.3 below, CRI has the absolute and unrestricted right, power,
  and authority to execute and deliver this Agreement and CRI's Closing
  Documents and to perform its obligations under this Agreement and CRI's
  Closing Documents.
  
  4.3  TRANSACTION FINANCING
  
  CRI will use Commercially Reasonable Efforts to obtain a satisfactory
  financing commitments within thirty (30) days after the signing of this
  Agreement.  The obligation of CRI to complete the acquisition is
  subject to its obtaining firm commitments, at least three (3) days
  prior to Closing, for financing in the amount of at least thirty
  million and 00/100 dollars ($30,000,000) and on reasonable financial
  terms, conditions and pricing solely acceptable to CRI.  If CRI has not
  been able to obtain such financing commitments within thirty (30) days
  and has not waived such condition, any Party may terminate this
  Agreement on written notice.  If this Agreement is terminated because
  CRI is unable to obtain such financing, CRI will reimburse ASI for its
  reasonable out-of-pocket costs incurred in connection with the
  Contemplated Transactions up to $75,000.
  
  4.4  CERTAIN PROCEEDINGS
  
  There is no pending Proceeding that has been commenced against CRI and
  that challenges, or may have the effect of preventing, delaying, making
  illegal, or otherwise interfering with, any of the Contemplated
  Transactions. To CRI's Knowledge, no such Proceeding has been
  Threatened.
  
  4.5  INVESTMENT BANKING FEES
  
  CRI has utilized the services of the investment banking firm of
  Houlihan Lokey Howard & Zukin in relation to the Contemplated
  Transactions.  CRI, not Amherst or ASI, shall be solely responsible for
  any fees charged by Houlihan Lokey Howard & Zukin relative hereto.
  
                                 ARTICLE V
            COVENANTS OF AMHERST AND ASI PRIOR TO CLOSING DATE
  
  5.1  ACCESS AND INVESTIGATION
  
  Between the date of this Agreement and the Closing Date, Amherst, its
  Representatives, and ASI will (a) afford CRI and its Representatives
  and prospective lenders and their Representatives (collectively, "CRI's
  Advisors") full and free access to Amherst's personnel, customers,
  persons with whom it has a contractual relationship, properties
  (including subsurface testing), contracts, books and records, and other
  documents and data, (b) furnish CRI and CRI's Advisors with copies of
  all such contracts, books and records, and other existing documents and
  data as CRI may reasonably request, and (c) furnish CRI and CRI's
  Advisors with such additional financial, operating, and other data and
  information as CRI may reasonably request.  The access shall be
  provided during reasonable periods subject to reasonable advance notice
  and subject to any limitations on access imposed by governmental
  security regulations.
  
  5.2  OPERATION OF THE BUSINESSES OF AMHERST
  
  Between the date of this Agreement and the Closing Date, except as
  provided in the Amherst Disclosure Letter Amherst will:
       
       (a)  conduct the business of Amherst only in the Ordinary Course
            of Business subject to any actions outside of the Ordinary
            Course of Business which are approved by CRI, such approval
            not to be unreasonably withheld or delayed; and
       
       (b)  use its Commercially Reasonable Efforts to preserve intact
            the current business organization of Amherst, keep available
            the services of the current officers, employees, and agents
            of Amherst, and maintain the relations and good will with
            suppliers, customers, landlords, creditors, employees,
            agents, and others having business relationships with
            Amherst; and
       
       (c)  confer with CRI concerning operational matters of a material
            nature; and
       
       (d)  otherwise report periodically to CRI concerning the status of
            the business, operations, and finances of Amherst; and
       
       (e)  not without the prior written consent of CRI:
       
            (i)  change Amherst's certificate of incorporation, by-laws
            or other governing instruments, except as provided in Section
            3.18;
       
            (ii) borrow or agree to borrow any funds or guarantee or
            agree to guarantee the obligations of others, except in the
            Ordinary Course of Business, except in connection with
            financing the transactions contemplated by the Amherst
            Agreements;
       
            (iii)     except for the anticipated capital expenditures set
            forth in the Amherst Disclosure Letter, make any capital
            expenditure or commit itself to make any capital expenditure
            in excess of $25,000 individually or $50,000 in the
            aggregate;
       
            (iv) increase the rate of salary of any officer, director or
            employee;
       
            (v)  enter into any agreement, Contract or commitment or
            incur any Liability other than in the Ordinary Course of
            Business and consistent with its existing policies, except in
            connection with financing the transactions contemplated by
            the Amherst Agreements;
       
            (vi) waive any rights of substantial value affecting the
            Acquired Assets;
       
            (vii)     dispose of, permit to lapse, or otherwise fail to
            preserve any of its Intellectual Property Assets or other
            similar rights, dispose of or permit to lapse any license,
            permit or other form of authorization, or dispose of or
            disclose to any Person, other than an authorized
            representative of CRI, any customer list, trade secret,
            formula process or know-how;
       
            (viii)    make any change in any method of accounting or
            accounting practice or in the application of such method of
            accounting or account practice or make any change in
            accounting estimate;
       
            (ix) pay, loan or advance any amount to or in respect of, or
            sell, transfer or lease any assets (whether real, personal or
            mixed, tangible or intangible) to, or enter into any
            agreement, arrangement or transaction with, any of its
            officers or directors, any of its affiliates or associates or
            any Person in which it or any of its officers, directors,
            affiliates or associates, has any direct or indirect
            interest, except for (A) directors' fees and compensation to
            its officers and employees at rates not exceeding the rates
            of compensation in effect on the Balance Sheet Date and (B)
            advances made to employees for travel and other business
            expenses in reasonable amounts consistent with past practice;
       
            (x)  agree, whether in writing or otherwise, to take any
            action prohibited in this Section 5.2; or
       
            (xi) without limiting any of the foregoing, take or refrain
            from taking any action the result of which would render any
            representation or warranty made to CRI in or in connection
            with this Agreement inaccurate when deemed made on and as of
            the Closing Date, provided that Amherst shall have the
            opportunity to correct any such action during such period to
            the satisfaction of CRI.
  
  5.3  NEGATIVE COVENANT
  
  Except as otherwise expressly permitted by this Agreement, between the
  date of this Agreement and the Closing Date, Amherst and ASI will not,
  and will cause Amherst not to, without the prior consent of CRI, take
  any affirmative action, or fail to take any reasonable action within
  their or its control, as a result of which any of the changes or events
  listed in Section 3.18 is likely to occur.
  
  5.4  REQUIRED APPROVALS
  
  As promptly as practicable after the date of this Agreement, ASI will,
  and will cause Amherst to, obtain approval of Amherst's Board of
  Directors and stockholders, to the extent these may be required, and to
  make all filings required by Legal Requirements to be made by them in
  order to consummate the Contemplated Transactions (including all
  filings under the HSR Act, if applicable). Between the date of this
  Agreement and the Closing Date, Amherst and ASI will, and will cause
  Amherst to, (a) cooperate with CRI with respect to all filings that CRI
  elects to make or is required by Legal Requirements to make in
  connection with the Contemplated Transactions, and (b) cooperate with
  CRI in obtaining all consents required by this Agreement (including
  taking all actions requested by CRI to cause early termination of the
  applicable waiting period under the HSR Act).
  
  5.5  NOTIFICATION
  
  Between the date of this Agreement and the Closing Date, Amherst and
  ASI will promptly notify CRI in writing if ASI or Amherst becomes aware
  of any fact or condition that causes or constitutes a material Breach
  of any of Amherst's and/or ASI's representations and warranties as of
  the date of this Agreement, or if Amherst or ASI has Knowledge of the
  occurrence after the date of this Agreement of any fact or condition
  that would (except as expressly contemplated by this Agreement) cause
  or constitute a material Breach of any such representation or warranty
  had such representation or warranty been made as of the time of
  occurrence or discovery of such fact or condition.  During the same
  period, Amherst and/or ASI will promptly notify CRI of the occurrence
  of any material Breach of any covenant of Amherst and/or ASI in this
  Article V or of the occurrence of any event that may make the
  satisfaction of the conditions in Article VII impossible or unlikely.
  
  5.6  PAYMENT OF INDEBTEDNESS BY RELATED PERSONS
  
  Except as expressly provided in this Agreement, ASI will cause all
  indebtedness owed to Amherst by any affiliate or Related Person of
  Amherst (other than a Subsidiary) to be paid in full prior to Closing.
  
  5.7  NO NEGOTIATION
  
  Until such time, if any, as this Agreement is terminated pursuant to
  Section 2.6 or Article IX, Amherst and/or ASI will not, and will cause
  Amherst and each of their Representatives not to, directly or
  indirectly solicit, initiate, or encourage any inquiries or proposals
  from, discuss or negotiate with, provide any non-public information to,
  or consider the merits of any unsolicited inquiries or proposals from,
  any Person (other than CRI) relating to any transaction involving the
  sale of the business or assets (other than in the Ordinary Course of
  Business) of Amherst, or any of the capital stock of Amherst, or any
  merger, consolidation, business combination, or similar transaction
  involving Amherst.
  
  5.8  COMMERCIALLY REASONABLE EFFORTS
  
  Between the date of this Agreement and the Closing Date, Amherst and
  ASI will use Commercially Reasonable Efforts to cause the conditions in
  Articles VII and VIII to be satisfied.
                                     
                                     
                                ARTICLE VI
                  COVENANTS OF CRI PRIOR TO CLOSING DATE
  
  6.1  APPROVALS OF GOVERNMENTAL BODIES
  
  As promptly as practicable after the date of this Agreement, CRI will,
  and will cause each of its Related Persons to, make all filings
  required by Legal Requirements to be made by them to consummate the
  Contemplated Transactions (including filings under the HSR Act).
  Between the date of this Agreement and the Closing Date, CRI will, and
  will cause each Related Person to, cooperate with ASI with respect to
  all filings that ASI is required by Legal Requirements to make in
  connection with the Contemplated Transactions, and (ii) cooperate with
  ASI in obtaining all necessary consents provided that this Agreement
  will not require CRI to dispose of or make any change in any portion of
  its business or to incur any other burden to obtain a Governmental
  Authorization.
  
  6.2  COMMERCIALLY REASONABLE EFFORTS
  
  Except as set forth in the proviso to Section 6.1, between the date of
  this Agreement and the Closing Date, CRI will use Commercially
  Reasonable Efforts to cause the conditions in Articles VII and VIII to
  be satisfied.
  
  6.3  NOTIFICATION
  
  Between the date of this Agreement and the Closing Date, CRI will
  promptly notify Amherst and ASI in writing if any executive officers of
  CRI become aware of any fact or condition that causes or constitutes a
  material Breach of any of CRI's representations and warranties as of
  the date of this Agreement, or if any executive officer of CRI has
  Knowledge of the occurrence after the date of this Agreement of any
  fact or condition that would (except as expressly contemplated by this
  Agreement) cause or constitute a material Breach of any such
  representation or warranty had such representation or warranty been
  made as of the time of occurrence or discovery of such fact or
  condition.  During the same period, CRI will promptly notify Amherst
  and ASI of the occurrence of any material Breach of any covenant of CRI
  in this Article VI or of the occurrence of any event that may make the
  satisfaction of the conditions in Article VIII impossible or unlikely.
  
                                ARTICLE VII
             CONDITIONS PRECEDENT TO CRI'S OBLIGATION TO CLOSE
  
  CRI's obligation to purchase the Acquired Assets and to take the other
  actions required to be taken by CRI at the Closing is subject to the
  satisfaction of each of the following conditions (any of which may be
  waived by CRI, in whole or in part):
  
  7.1  ACCURACY OF REPRESENTATIONS
       
       (a)  All of Amherst's and ASI's representations and warranties in
            this Agreement (considered collectively), and each of these
            representations and warranties (considered individually),
            must have been accurate in all material respects as of the
            date of this Agreement, and must be accurate in all material
            respects as of the Closing Date as if made on the Closing
            Date (except to the extent such representations are by their
            express provisions made as of a specified date and after
            giving effect to any information that was delivered by ASI or
            Amherst to CRI prior to the Closing Date in accordance with
            Section 5.5 or the Amherst Disclosure Letter).
       
       (b)  Each of Amherst's and ASI's representations and warranties in
            Sections 3.7, 3.14, and 3.26 must have been accurate in all
            respects as of the date of this Agreement, and must be
            accurate in all respects as of the Closing Date as if made on
            the Closing Date.
  
  7.2  AMHERST AND ASI'S PERFORMANCE
       
       (a)  All of the covenants and obligations that Amherst and ASI are
            required to perform or to comply with pursuant to this
            Agreement must be performed or complied with in all material
            respects as of twenty-four (24) hours prior to the Closing
            (considered collectively), and each of these covenants and
            obligations (considered individually), must have been duly
            performed and complied with in all material respects at such
            time.
       
       (b)  Each document required to be delivered pursuant to Section
            2.5 must have been delivered.
  
  7.3  CONSENTS
  
  Each of the Consents referenced in Section 2.2, must have been obtained
  and must be in full force and effect.
  
  7.4  NO INJUNCTION
  
  There must not be in effect any Legal Requirement or any injunction or
  other Order that (a) prohibits the sale of the Acquired Assets by
  Amherst to CRI, and (b) has been adopted or issued, or has otherwise
  become effective, since the date of this Agreement.
  
  7.5  CLOSING OF THE AMHERST AGREEMENTS; CONSUMMATION OF THE PERMITTED
       MERGER
  
  The transactions contemplated by the Amherst Agreements shall have been
  consummated with no waiver by ASI of any condition to closing.
                                     
                                     
                               ARTICLE VIII
           CONDITIONS PRECEDENT TO AMHERST'S OBLIGATION TO CLOSE
  
  Amherst's obligation to sell the Acquired Assets and to take the other
  actions required to be taken by Amherst and/or ASI at the Closing is
  subject to the satisfaction, at or prior to the Closing, of each of the
  following conditions (any of which may be waived by Amherst and ASI, in
  whole or in part):
  
  8.1  ACCURACY OF REPRESENTATIONS
  
  All of CRI's representations and warranties in this Agreement
  (considered collectively), and each of these representations and
  warranties (considered individually), must have been accurate in all
  material respects as of the date of this Agreement and must be accurate
  in all material respects as of the Closing Date as if made on the
  Closing Date (except to the extent such representations are by their
  express provisions made as of a specified date) , except as otherwise
  contemplated or permitted by this Agreement as of the date of this
  Agreement.
  
  8.2  CRI'S PERFORMANCE
       
       (a)  All of the covenants and obligations that CRI is required to
            perform or to comply with pursuant to this Agreement at or
            prior to the Closing (considered collectively), and each of
            these covenants and obligations (considered individually),
            must have been performed and complied with in all material
            respects.
       
       (b)  CRI must have delivered each of the documents required to be
            delivered by CRI pursuant to Section 2.5(b)(iii) and must
            have made the payments required to be made by CRI pursuant to
            Section 2.3.
  
  8.3  CONSENTS
  
  Each of the Consents identified in Section 6.1 of this Agreement must
  have been obtained, or will have been obtained prior to Closing, and
  must be in full force and effect.
  
  8.4  NO INJUNCTION
  
  There must not be in effect any Legal Requirement or any injunction or
  other Order that (a) prohibits the sale of the Acquired Assets by
  Amherst to CRI, and (b) has been adopted or issued, or has otherwise
  become effective, since the date of this Agreement.
  
  8.5  CLOSING OF THE AMHERST AGREEMENTS
  
  The transactions contemplated by the Amherst Agreements shall have been
  consummated.
                                     
                                     
                                ARTICLE IX
                                TERMINATION
  
  9.1  TERMINATION EVENTS
  
  This Agreement may, by notice given prior to or at the Closing, be
  terminated:
       
       (a)  by CRI, if a material Breach of any representation or
            warranty of Amherst or ASI in this Agreement has been
            committed by Amherst or ASI and such Breach has not been
            waived;
       
       (b)  by Amherst or ASI, if a material Breach of any provision of
            this Agreement has been committed by CRI and such Breach has
            not been waived.
       
       (c)  (i) by CRI, if any of the conditions in Article VII has not
            been satisfied as provided therein or if satisfaction of such
            a condition is or becomes impossible (other than through the
            failure of CRI to comply with its obligations under this
            Agreement) and CRI has not waived such condition on or before
            the Closing Date; or (ii) by Amherst and/or ASI, if any of
            the conditions in Article VIII has not been satisfied of the
            Closing Date or if satisfaction of such a condition is or
            becomes impossible (other than through the failure of Amherst
            and/or ASI to comply with their obligations under this
            Agreement) and Amherst and ASI have not waived such condition
            on or before the Closing Date;
       
       (d)  by mutual consent of CRI, Amherst and ASI; or
       
       (e)  by any of CRI, Amherst or ASI if the Closing has not occurred
            (other than through the failure of any party seeking to
            terminate this Agreement to comply fully with its obligations
            under this Agreement) on or before February 28, 1999, or such
            later date as the Parties may agree upon.
  
  9.2       EFFECT OF TERMINATION
  
  Each party's right of termination under Section 9.1 is in addition to
  any other rights it may have under this Agreement or otherwise, and the
  exercise of a right of termination will not be an election of remedies.
  If this Agreement is terminated pursuant to Section 9.1, all further
  obligations of the Parties under this Agreement will terminate, except
  that the obligations in Sections 11.1 and 11.3 will survive; provided,
  however, that if this Agreement is terminated by a party because of the
  Breach of the Agreement by the other party or because one or more of
  the conditions to the terminating party's obligations under this
  Agreement is not satisfied as a result of the other party's failure to
  comply with its obligations under this Agreement, the terminating
  party's right to pursue all legal remedies will survive such
  termination unimpaired.
                                     
                                     
                                 ARTICLE X
                         INDEMNIFICATION; REMEDIES
  
  10.1 SURVIVAL; RIGHT TO INDEMNIFICATION IS AFFECTED BY KNOWLEDGE
  
  All representations, warranties, covenants, and obligations in this
  Agreement, the Amherst Disclosure Letter, the certificate delivered
  pursuant to Section 2.5(a)(iv), and any other certificate or document
  delivered pursuant to this Agreement will survive the Closing
  indefinitely;  provided, however, that (except as provided in the last
  paragraph of Section 10.2 with respect to Excluded Matters) no claim
  for indemnification under this Article X for a Breach of any such
  representation or warranty may be asserted after the expiration of
  eighteen (18) months following the Closing Date unless such claim has
  been made in writing prior to the expiration of such period, in which
  case such claim shall survive until final resolution thereof.  Except
  as provided in Section 11.6(g), the right to indemnification, payment
  of Damages or other remedy based on such representations, warranties,
  covenants, and obligations will not be affected by any investigation
  conducted with respect to, or any Knowledge acquired (or capable of
  being acquired) at any time, whether before or after the execution and
  delivery of this Agreement or the Closing Date, with respect to the
  accuracy or inaccuracy of or compliance with, any such representation,
  warranty, covenant, or obligation.  The waiver of any condition based
  on the accuracy of any representation or warranty, or on the
  performance of or compliance with any covenant or obligation, will not
  affect the right to indemnification, payment of Damages, or other
  remedy based on such representations, warranties, covenants and
  obligations.
  
  10.2 INDEMNIFICATION AND PAYMENT OF DAMAGES BY AMHERST AND ASI
  
  Amherst and ASI, jointly and severally, will indemnify and hold
  harmless CRI and its respective Representatives, stockholders,
  controlling persons and affiliates (collectively, the "CRI Indemnified
  Persons") for, and will pay to the CRI Indemnified Persons the amount
  of, any loss, liability, claim, damage (including incidental and
  consequential damages), expense (including costs of investigation and
  defense and reasonable attorneys' fees and distributions) or diminution
  of value, whether or not involving a third-party claim (collectively,
  "Damages"), arising, directly or indirectly, from or in connection
  with:
       
       (a)  any Breach of any representation or warranty made by Amherst
            or ASI in this Agreement, the Amherst Disclosure Letter or
            any other certificate or document delivered by Amherst or ASI
            pursuant to this Agreement;
       
       (b)  any Breach of any representation or warranty made by Amherst
            or ASI in this Agreement as if such representation or
            warranty were made on and as of the Closing Date, other than
            any such Breach that is disclosed and is expressly identified
            in the certificate delivered pursuant to Section 2.5(a)(iv)
            as having caused the condition specified in Section 7.1 not
            to be satisfied;
       
       (c)  any Breach by Amherst or ASI of any covenant or obligation of
            Amherst or ASI in this Agreement;
       
       (d)  any product shipped or manufactured by Amherst prior to the
            Closing Date;
       
       (e)  any claim by any Person for brokerage or finder's fees or
            commissions or similar payments based upon any agreement or
            understanding alleged to have been made by any such Person
            with ASI or Amherst (or any Person acting on their behalf) in
            connection with any of the Contemplated Transactions;
       
       (f)  the entire amount of any Taxes, of any type, including,
            without limitation, income, excise, franchise, gains,
            transfer and sales and use taxes, and any interest or
            penalties with respect thereto, owed by Amherst or of any
            affiliated, combined or unitary group of which Amherst is or
            was a part for tax purposes under federal, state, county or
            local laws for any period prior to Closing;
       
       (g)  the Excluded Liabilities;
       
       (h)  any matter set forth on Schedule 10.2(h) of this Agreement;
            or
       
       (i)  the failure to collect, within seventeen (17) months of the
            Closing Date, Accounts Receivable of Amherst, net of bad debt
            reserves on the Closing Date, reflected on the Post-Closing
            Financial Statements.
  
  Excluding any claims for (A) matters covered by subsections (e) and
  (g), (B) fraud and (C) claims based on any misrepresentation or Breach
  of a representation or warranty of Amherst or ASI which either Amherst
  or ASI had Knowledge of prior to the Closing ("Excluded Matters"), with
  respect to which no limit shall apply, the liability of Amherst and ASI
  under this Agreement shall be limited solely to a right of set off by
  CRI against the Escrow Notes, in accordance with the terms of this
  Agreement.  The Liability Basket and the Liability Cushion shall be
  used before any right of set off against any Escrow Notes and before
  any claims are made against Amherst or ASI with respect to any matters
  (other than Excluded Matters), provided, however, that (i) CRI shall
  not set off against the Escrow Notes or reduce the Liability Basket or
  Liability Cushion with respect to any matter covered by subsections (e)
  and (g) above (it being the intention of the Parties that with respect
  to such matters, CRI must recover directly from Amherst or ASI) and
  (ii) CRI shall not be limited in making a claim hereunder (within the
  time period permitted for set offs) for Damages arising from any non-
  Excluded Matter to the extent that set off of such claim would be
  precluded solely by reason of the fact that a claim based on an
  Excluded Matter was previously applied as a set off against the Escrow
  Notes.  The remedies provided in this Section 10.2 are exclusive (other
  than with respect to an Excluded Matter) and limit any other remedies
  that may be available to CRI or the other CRI Indemnified Persons.
  
  10.3 INDEMNIFICATION AND PAYMENT OF DAMAGES BY CRI
  
  CRI will indemnify and hold harmless Amherst, ASI and their respective
  Representatives, stockholders, controlling persons and affiliates
  (collectively, "Amherst Indemnified Persons") for, and will pay to the
  Amherst Indemnified Persons the amount of, any Damages arising,
  directly or indirectly, from or in connection with (a) any Breach of
  any representation or warranty made by CRI in this Agreement or in any
  certificate delivered by CRI pursuant to this Agreement, (b) any Breach
  by CRI of any covenant or obligation of CRI in this Agreement, (c) any
  Assumed Liability, (d) any Taxes with respect to the ownership and
  operation of the Acquired Assets after the Closing or (e) any claim by
  any Person for brokerage or finder's fees or commissions or similar
  payments based upon any agreement or understanding alleged to have been
  made by such Person with CRI (or any Person acting on its behalf) in
  connection with any of the Contemplated Transactions.
  
  10.4 PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS
  
       (a)  Promptly after receipt by an indemnified party under Sections
            10.2 or 10.3 of notice of the commencement of any Proceeding
            against it, such indemnified party will, if a claim is to be
            made against an indemnifying party under such Section, give
            notice to the indemnifying party of the commencement of such
            claim, but the failure to notify the indemnifying party will
            not relieve the indemnifying party of any liability that it
            may have to any indemnified party, except to the extent that
            the indemnifying party demonstrates that the defense of such
            action is prejudiced by the indemnifying party's failure to
            receive such notice.
       
       (b)  If any Proceeding referred to in Section 10.4(a) is brought
            against an indemnified party and it gives notice to the
            indemnifying party of the commencement of such Proceeding,
            the indemnifying party will, unless the claim involves Taxes,
            be entitled to participate in such Proceeding and, to the
            extent that it wishes (unless (i) the indemnifying party is
            also a party to such Proceeding and the indemnified party
            determines in good faith that joint representation would be
            inappropriate, or (ii) the indemnifying party fails to
            provide reasonable assurance to the indemnified party of its
            financial capacity to defend such Proceeding and provide
            indemnification with respect to such Proceeding), to assume
            the defense of such Proceeding with counsel reasonably
            satisfactory to the indemnified party and, after notice from
            the indemnifying party to the indemnified party of its
            election to assume the defense of such Proceeding, the
            indemnifying party will not, as long as it diligently
            conducts such defense, be liable to the indemnified party
            under this Article X for any fees of other counsel or any
            other expenses with respect to the defense of such
            Proceeding, in each case subsequently incurred by the
            indemnified party in connection with the defense of such
            Proceeding, other than reasonable costs of investigation. If
            the indemnifying party assumes the defense of a Proceeding,
            (i) it will be conclusively established for purposes of this
            Agreement that the claims made in that Proceeding are within
            the scope of and subject to indemnification; (ii) no
            compromise or settlement of such claims may be effected by
            the indemnifying party without the indemnified party's
            consent unless (A) there is no finding or admission of any
            violation of Legal Requirements or any violation of the
            rights of any Person and no effect on any other claims that
            may be made against the indemnified party, and (B) the sole
            relief provided is monetary damages that are paid in full by
            the indemnifying party; and (iii) the indemnified party will
            have no liability with respect to any compromise or
            settlement of such claims effected without its consent.  If
            notice is given to an indemnifying party of any compromise or
            settlement of any Proceeding and the indemnifying party does
            not, within ten days after the indemnified party's notice is
            given, give notice to the indemnified party of its reasonable
            objection to such compromise or settlement, the indemnifying
            party will be bound by any such compromise or settlement
            effected by the indemnified party.
       
       (c)  Notwithstanding the foregoing, if an indemnified party
            determines in good faith that there is a reasonable
            probability that a Proceeding may adversely affect it or its
            affiliates other than as a result of monetary damages for
            which it would be entitled to indemnification under this
            Agreement, the indemnified party may, by notice to the
            indemnifying party, assume the exclusive right to defend,
            compromise, or settle such Proceeding.  In any event, an
            indemnifying party will not be bound by any determination of
            a Proceeding so defended or any compromise or settlement
            effected without its consent (which may not be unreasonably
            withheld).
       
       (d)  Each of Amherst and ASI hereby consent to the non-exclusive
            jurisdiction of any court in which a Proceeding is brought
            against any CRI Indemnified Person for purposes of any claim
            that a CRI Indemnified Person may have under this Agreement
            with respect to such Proceeding or the matters alleged
            therein, and each agrees that process may be served on such
            party with respect to such a claim anywhere in the world.
  
  10.5 PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS
  
  A claim for indemnification for any matter not involving a third-party
  claim may be asserted by written notice to the party from whom
  indemnification is sought.
  
  10.6 OTHER
  
  Following the final review of the Post-Closing Financial Statements
  (including, if applicable, any resolution by the Accountants) as
  provided in Section 2.7 hereto, to the extent a liability is reflected
  on such Post-Closing Financial Statements, such liability shall not be
  the basis for a claim for Damages by CRI.
  
  10.7 CERTAIN LIMITS ON INDEMNIFICATION
  
  Any indemnifying party hereunder shall be subrogated to the rights of
  the indemnified party upon payment in full of the amount of the
  relevant indemnifiable loss.  An insurer who would otherwise be
  obligated to pay any claim shall not be relieved of the responsibility
  with respect thereto or have any subrogation rights with respect
  thereto, solely by virtue of the indemnification provision hereof.  If
  any indemnified party recovers an amount from a third party in respect
  of an indemnifiable loss for which indemnification is provided in this
  Agreement after the full amount of such indemnifiable loss has been
  paid by an indemnifying party and the amount received from such third
  party equals or exceeds the amount of the indemnifiable loss previously
  paid by the indemnifying party, then the indemnified party shall
  promptly remit to the indemnifying party the amount theretofore paid by
  such indemnifying party in respect of such indemnifiable loss.
                                     
                                     
                                ARTICLE XI
                            GENERAL PROVISIONS
  
  11.1 EXPENSES AND TAX CONSIDERATIONS
       
       (a)  Except as otherwise expressly provided in this Agreement,
            each party to this Agreement will bear its respective
            expenses incurred in connection with the preparation,
            execution, and performance of this Agreement and the
            Contemplated Transactions, including all fees and expenses of
            agents, representatives, counsel, and accountants; provided
            however that (i) all sales and transfer taxes and all filing
            expenses or other charges in connection with the transfer of
            the Acquired Assets shall be paid by CRI and (ii) all fees
            and expenses of counsel and accountants of Amherst in
            connection with this transaction, to the extent reflected on
            the Post-Closing Financial Statements, shall be paid by the
            CRI.  In the event of termination of this Agreement, the
            obligation of each party to pay its own expenses will be
            subject to any rights of such party arising from a breach of
            this Agreement by another party.
       
       (b)  CRI, Amherst and ASI shall each consider the requests of the
            other with respect to the Agreement and the Contemplated
            Transactions in order to accommodate income and other tax
            requirements.  ASI and its affiliates shall be solely
            responsible for any income taxes resulting from this
            Agreement and the Contemplated Transactions.  Amherst, ASI
            and CRI agree that for all tax purposes, the Contemplated
            Transactions constitute a taxable sale of assets by Amherst,
            as owned by it, to CRI, and to treat the Contemplated
            Transactions consistent therewith on any Tax Return or other
            filing made by any of them.
  
  11.2 PUBLIC ANNOUNCEMENTS
  
  Any public announcement or similar publicity with respect to this
  Agreement or the Contemplated Transactions will be issued, if at all,
  at such time and in such manner as CRI determines. Unless consented to
  by CRI in advance or required by Legal Requirements, prior to the
  Closing, Amherst and ASI shall keep this Agreement strictly
  confidential and may not make any disclosure of this Agreement to any
  Person. ASI, Amherst and CRI will consult with each other concerning
  the means by which Amherst's employees, customers, and suppliers and
  others having dealings with Amherst will be informed of the
  Contemplated Transactions, and CRI will have the right to be present
  for any such communication.
  
  11.3 CONFIDENTIALITY
  
  Between the date of this Agreement and the Closing Date, CRI, Amherst
  and ASI will maintain in confidence, and will cause the directors,
  officers, employees, agents, and advisors of CRI and Amherst to
  maintain in confidence, any written, oral, or other information
  obtained in confidence from another party or Amherst in connection with
  this Agreement or the Contemplated Transactions, unless (a) such
  information is already known to such party or to others not bound by a
  duty of confidentiality or such information becomes publicly available
  through no fault of such party, (b) the use of such information is
  necessary or appropriate in making any filing or obtaining any consent
  or approval required for the consummation of the Contemplated
  Transactions, or (c) the furnishing or use of such information is
  required by legal proceedings.
  
  If the Contemplated Transactions are not consummated, each party will
  return or destroy as much of such written information as the other
  party may reasonably request.
  
  11.4 NOTICES
  
  All notices, consents, waivers, and other communications under this
  Agreement must be in writing and will be deemed to have been duly given
  when (a) delivered by hand (with written confirmation of receipt), (b)
  sent by telecopier (with written confirmation of receipt), provided
  that a copy is mailed by registered mail, return receipt requested, or
  (c) when received by the addressee, if sent by a nationally recognized
  overnight delivery service (receipt requested), in each case to the
  appropriate addresses and telecopier numbers set forth below (or to
  such other addresses and telecopier numbers as a party may designate by
  notice to the other Parties):
  
  Amherst Systems, Inc.
  30 Wilson Road
  Buffalo, NY  14221
  Attn:  President
  Facsimile No.:  716-631-0629
  
  ASI Acquisition Corp.
  3539 South Eastern Avenue
  Las Vegas, Nevada 89109
  Facsimile No.:  (702) 732-4503
  
  with a copy to:
  Law Offices of Joel Mallin
  110 East 59th Street
  Suite 3202
  New York, NY  10022
  Attention:  Joel Mallin, Esq.
  Facsimile No.:  (212) 753-3058
  
  Comptek Research, Inc.
  2732 Transit Road
  Buffalo, NY 14224
  Attention:  John J. Sciuto
  Facsimile No.:  (716) 677-0014
  
  with a copy to:
  Comptek Research, Inc.
  2732 Transit Road
  Buffalo, NY 14224
  Attention:  Christopher A. Head, Esq.
  Facsimile No.:  (716) 677-0014
  
  with a copy to:
  Stroock & Stroock & Lavan LLP
  180 Maiden Lane
  New York, NY 10038
  Attention:  James R. Tanenbaum, Esq.
  Facsimile No.:  (212) 806-6006
  
  11.5 JURISDICTION; SERVICE OF PROCESS
  
  Any action or proceeding seeking to enforce any provision of, or based
  on any right arising out of, this Agreement may be brought against any
  of the Parties in the courts of the State of New York, County of Erie,
  or, if it has or can acquire jurisdiction, in the United States
  District Court for the Western District of New York, and each of the
  Parties consents to the non-exclusive jurisdiction of such courts (and
  of the appropriate appellate courts) in any such action or proceeding
  and waives any objection to venue laid therein. Process in any action
  or proceeding referred to in the preceding sentence may be served on
  any party anywhere in the world.
  
  11.6 ADDITIONAL AGREEMENTS
  
       (a)  The Parties agree:
       
            (i)  to furnish upon request to each other such further
            information,
       
            (ii) to execute and deliver to each other such other
            documents, and
       
            (iii)     to do such other acts and things, all as the other
            party may reasonably request for the purpose of carrying out
            the intent of this Agreement and the documents referred to in
            this Agreement.
  
       (b)  CRI shall offer to employ (effective as of the Closing Date)
  all of the employees of Amherst as of the Closing Date at wage or
  salary levels, as applicable, and with employee benefits that are no
  less favorable than those of similarly situated employees of CRI but in
  no event less favorable, in the aggregate, than those provided to
  employees of Amherst immediately prior to the Closing Date.  Consistent
  with the foregoing, prior to the Closing Date the Parties shall
  mutually agree to appropriate mechanisms for the orderly transition
  from Amherst to CRI of those Amherst Employees who accept employment
  with CRI.
  
       (c)  CRI shall not, at any time prior to sixty (60) days after the
  Closing Date, effectuate a "plant closing" or "mass layoff" as those
  terms are defined in the Workers Adjustment and Retraining Notification
  Act of 1988 ("WARN"), affecting in whole or in part any site of
  employment where current employees of Amherst shall be employed as of
  the Closing Date without complying with the obligations, if any,
  arising under WARN.
  
       (d)  As soon as reasonably practicable following the Closing,
  Amherst shall, in accordance with Federal Acquisition Regulation Part
  42, Section 42.12, submit in writing to each responsible Contracting
  Officer (as such term is defined in Federal Acquisition Regulation Part
  42, Section 42.102(a)), a request for the U.S. Government to (i)
  recognize CRI in accordance with this Agreement and (ii) enter into a
  Novation agreement (the "Novation Agreement") substantially in the form
  contemplated by such regulations.  Amherst shall thereby reasonably
  assist CRI in obtaining all consents, approvals and waivers required
  for the purpose of processing, entering into and completing the
  Novation Agreement with regard to any of the Government Contracts,
  including responding to any reasonable requests for information by the
  U.S. Government with regard to such Novation Agreement.
  
       (e)  In order to facilitate the resolution of any claims made
  against or incurred by ASI or Amherst or any of their respective
  affiliates prior to the Closing, for a period of seven years after the
  Closing, CRI shall (i) retain the books and records of Amherst and its
  Subsidiaries delivered to CRI relating to periods prior to the Closing
  in a manner reasonably consistent with the prior practice of Amherst
  and (ii) upon reasonable notice, afford the officers, employees and
  authorized agents and representatives of ASI or Amherst reasonable
  access (including the right to make, at Amherst's on ASI's expense,
  photocopies), during normal business hours, to such books and records.
  
       (f)  In order to facilitate the resolution of any claims made by
  or against or incurred by CRI or any of its affiliates after the
  Closing or for any other reasonable purpose, for a period of seven
  years following the Closing, Amherst shall (i) retain the books and
  records of Amherst and its Subsidiaries and their operations for
  periods prior to Closing and which shall not otherwise have been
  delivered to CRI and (ii) upon reasonable notice, afford the officers,
  employees and authorized agents and representatives of CRI reasonable
  access (including the right to make, at CRI's expense, photocopies),
  during normal business hours, to such books and records.
  
       (g)  ASI or Amherst shall promptly notify CRI in writing of (i)
  all  events, circumstances, facts and occurrences arising subsequent to
  the date of this Agreement which could result in any material breach of
  a representation or warranty or covenant of ASI or Amherst in this
  Agreement or which could have the effect of making any representation
  or warranty of ASI or Amherst in this Agreement untrue or incorrect in
  any material respect and (ii) all other material developments affecting
  the assets, Liabilities, business, financial condition, operations,
  results of operations, customer or supplier relations, employee
  relations or projections of Amherst, any Subsidiary or the business;
  provided, however, that in the event ASI or Amherst shall disclose in
  writing to CRI any such events, circumstances, facts, occurrences or
  developments prior to the Closing, then, if CRI shall effect the
  Closing despite such disclosure, CRI shall be deemed to have  waived
  its right to indemnification under Article X for any such events,
  circumstances, facts, occurrences or developments so disclosed to CRI.
  
       (h)  ASI and Amherst agree that CRI may perform or have performed
  on behalf of CRI an environmental audit survey of any Facility of
  Amherst (the  "Environmental Study"), including without limitation,
  scheduling site visits as necessary to complete the Environmental
  Study prior to the Closing.  CRI shall be responsible for all costs,
  charges and expenses of any nature whatsoever associated with the
  Environmental Study.
  
       (i)  ASI and Amherst acknowledge that from and after the Closing,
  the names  "Amherst",  "Amherst Systems", each trade name referenced in
  Section 3.24(e)(i) and all similar or related names, Marks and logos
  (all of such names, Marks and logos being the "Amherst Names") shall be
  owned by CRI or a Subsidiary of CRI, that none of Amherst or any of its
  affiliates, nor ASI, shall have any rights in the Amherst Names, and
  that none of Amherst or any of its affiliates, nor ASI, will contest
  the ownership or validity of any rights of CRI in or to the Amherst
  Names. Promptly after the Closing, ASI shall cause the corporate names
  of Amherst and its Subsidiaries to be changed so as to eliminate the
  Amherst Names from such corporate names.  From and after the Closing,
  neither Amherst or any of its affiliates, nor ASI, shall use any of the
  Intellectual Property or any of the licensed Intellectual Property
  transferred to CRI pursuant to this Agreement.
  
       (j)  ASI will cause Amherst and its Subsidiaries to pay and
  discharge the Excluded Liabilities as and when the same become due and
  payable.
  
       (k)  Amherst shall, for a period of not less than seven years
  after Closing, maintain its corporate existence.
  
       (l)  The Permitted Merger shall be consummated within two (2)
  business days after the Closing.
  
       (m)  The Parties agree to cooperate in the preparation of all Tax
  Returns relating in whole or in part to taxable periods ending on or
  before or including the Closing Date that are required to be filed
  after such date.  Such cooperation shall include, but not be limited
  to, furnishing copies of prior years' Tax Returns or return preparation
  packages illustrating previous reported practices or containing
  historical information relevant to the preparation of such Tax Returns,
  providing reasonable access to employees with Knowledge of such Tax
  Returns during regular business hours and furnishing such other
  information with such Party's possession reasonably requested by the
  Party filing such Tax Returns as is relevant to their preparation.
  
  11.7 WAIVER
  
  The rights and remedies of the Parties to this Agreement are cumulative
  and not alternative. Neither the failure nor any delay by any party in
  exercising any right, power, or privilege under this Agreement or the
  documents referred to in this Agreement will operate as a waiver of
  such right, power, or privilege, and no single or partial exercise of
  any such right, power, or privilege will preclude any other or further
  exercise of such right, power, or privilege or the exercise of any
  other right, power, or privilege.  To the maximum extent permitted by
  applicable law, (a) no claim or right arising out of this Agreement or
  the documents referred to in this Agreement can be discharged by one
  party, in whole or in part, by a waiver or renunciation of  the claim
  or right unless in writing signed by the other party; (b) no waiver
  that may be given by a party will be applicable except in the specific
  instance for which it is given; and (c) no notice to or demand on one
  party will be deemed to be a waiver of any obligation of such party or
  of the right of the party giving such notice or demand to take further
  action without notice or demand as provided in this Agreement or the
  documents referred to in this Agreement.
  
  11.8 ENTIRE AGREEMENT AND MODIFICATION
  
  This Agreement supersedes all prior agreements between the Parties with
  respect to its subject matter (including the Letter of Intent dated
  October 13, 1998) and constitutes (along with the documents referred to
  in this Agreement and any other agreement executed contemporaneously
  herewith) a complete and exclusive statement of the terms of the
  agreement among the Parties with respect to its subject matter.  This
  Agreement may not be amended except by a written agreement executed by
  the party to be charged with the amendment.
  
  11.9 ASSIGNMENTS, SUCCESSORS, AND NO THIRD-PARTY RIGHTS
  
  None of the Parties hereto may assign any of its rights under this
  Agreement without the prior consent of the other Parties, which will
  not be unreasonably withheld, except that CRI may assign any of its
  rights under this Agreement to any Subsidiary of CRI.  Notwithstanding
  anything to the contrary contained in this Agreement, until
  consummation of the Contemplated Transactions, ASI and Amherst may (i)
  grant a security interest in respect of their rights hereunder to their
  lenders and such lenders may exercise their rights in respect of that
  security interest and (ii) enter into the Permitted Merger.  Subject to
  the preceding sentence, this Agreement will apply to, be binding in all
  respects upon, and inure to the benefit of the successors and permitted
  assigns of the Parties.  Nothing expressed or referred to in this
  Agreement will be construed to give any Person other than the Parties
  to this Agreement any legal or equitable right, remedy, or claim under
  or with respect to this Agreement or any provision of this Agreement.
  This Agreement and all of its provisions and conditions are for the
  sole and exclusive benefit of the Parties to this Agreement and their
  successors and assigns.
  
  11.10     SEVERABILITY
  
  If any provision of this Agreement is held invalid or unenforceable by
  any court of competent jurisdiction, the other provisions of this
  Agreement will remain in full force and effect. Any provision of this
  Agreement held invalid or unenforceable only in part or degree will
  remain in full force and effect to the extent not held invalid or
  unenforceable.
  
  11.11     SECTION HEADINGS, CONSTRUCTION
  
  The headings of Sections in this Agreement are provided for convenience
  only and will not affect its construction or interpretation.  All
  references to "Section" or "Sections" refer to the corresponding
  Section or Sections of this Agreement. All words used in this Agreement
  will be construed to be of such gender or number as the circumstances
  require. Unless otherwise expressly provided, the word "including" does
  not limit the preceding words or terms.
  
  11.12     TIME OF ESSENCE
  
  With regard to all dates and time periods set forth or referred to in
  this Agreement, time is of the essence.
  
  11.13     GOVERNING LAW
  
  This Agreement will be governed by the laws of the State of New York
  without regard to conflicts of laws principles.
  
  11.14     COUNTERPARTS
  
  This Agreement may be executed in one or more counterparts, each of
  which will be deemed to be an original copy of this Agreement and all
  of which, when taken together, will be deemed to constitute one and the
  same agreement.
  
  IN WITNESS WHEREOF, the Parties have executed and delivered this
  Agreement as of the date first written above.
  
  COMPTEK RESEARCH, INC.
  
  By:
  
  Title:
  
  AMHERST SYSTEMS, INC.
  
  By:
  
  Title:
  
  ASI ACQUISITION CORP.
  
  By:
  
  Title:
  
                              FIRST AMENDMENT
  
       FIRST AMENDMENT (this "Amendment") to that certain Asset Purchase
  Agreement (the "Agreement"), made as of December 23, 1998, by and among
  COMPTEK RESEARCH, INC., a New York corporation having an office and
  principal place of business at 2732 Transit Road, Buffalo, New York
  14224 (hereinafter referred to as "CRI"), AMHERST SYSTEMS, INC., a
  Delaware corporation having an office and principal place of business
  at 30 Wilson Road, Williamsville, New York 14221 (hereinafter referred
  to as "Amherst") and ASI Acquisition Corp., a Delaware corporation
  having its principal place of business at 3539 South Eastern Avenue,
  Las Vegas, Nevada 89109 (hereinafter referred to as "ASI").
  
       WHEREAS, CRI, Amherst and ASI desire to amend certain provisions
  of the Agreement, each as set forth herein.
  
       NOW, THEREFORE, for good and valuable consideration, the
  sufficiency of which is hereby acknowledged, and intending to be
  legally bound, the parties hereto agree as follows:
  
       1.   Section 2.4 of the Agreement is deleted in its entirety and
  is replaced with the following new Section 2.4:
  
            2.4  CLOSING
            
            The purchase and sale (the "Closing") provided for in
            this Agreement will take place at a location to be
            mutually agreed to by the Parties hereto, at 9:00 a.m.
            (local time) on (i) March 17, 1999 or (ii) such other
            date as the Parties shall agree. Subject to the
            provisions of Article IX, failure to consummate the
            purchase and sale provided for in this Agreement on the
            date and time and at the place determined pursuant to
            this Section 2.4 will not result in the termination of
            this Agreement and will not relieve any party of any
            obligation under this Agreement.
  
       2.   The reference to "February 28, 1999" in Section 9.1(e) of the
  Agreement is deleted and replaced with:  April 1, 1999.
  
       Defined terms used herein but not defined herein shall have the
  meaning ascribed to them in the Agreement.
  
       The Agreement is hereby amended and modified solely to the extent
  of the above-referenced items.  Nothing herein contained shall be
  deemed to be an amendment or waiver of any other provision of the
  Agreement, all of which shall remain in full force and effect.
  
  Dated as of February 23, 1999
  
  COMPTEK RESEARCH, INC.
  
  By:
  
  Title:
  
  AMHERST SYSTEMS, INC.
  
  By:
  
  Title:
  
  ASI ACQUISITION CORP.
  
  By:
  
  Title:
  
            Exhibits Attached to Asset Purchase Agreement
  
  Exhibit 2.5(a)(ii)  --   Form of Employment Agreements
  
  Exhibit 2.5(a)(iii) --   Form of Non-Competition Agreements
  
  Exhibit 2.5(b)      --   Form of Promissory Notes
  
  The above Exhibits to the Asset Purchase Agreement are omitted and will be
  filed with the Commission upon request.
  
  EXHIBIT 23
  
                       Independent Auditors' Consent
                                     
                                     
  
  The Board of Directors
  Comptek Research, Inc.
  2732 Transit Road
  Buffalo, NY 14224
  
  Gentlemen:
  
  We consent to the incorporation by reference in the registration
  statements (Nos. 33-54170, 33-82536, 333-11437 and 333-62753) on Form S-
  8 of Comptek Research, Inc., of our report dated June 12, 1998, related
  to the consolidated balance sheets of Amherst Systems Inc. as of April
  30, 1997 and 1998, and the related consolidated statements of
  operations, shareholders' equity, and cash flows for each of the years
  in the three-year period ended April 30, 1998, which report appears in
  the Form 8-K dated March 26, 1999 of Comptek Research, Inc.
  
                                          KPMG LLP
  
  April 9, 1999
  Buffalo, New York
  
  EXHIBIT 99
  
  FOR IMMEDIATE RELEASE
  
  Contact:  Christopher A. Head
            Executive Vice President
            Comptek Research, Inc.
            716-677-4070
  
               COMPTEK RESEARCH COMPLETES AMHERST ACQUISITION
                           _____________________
  
                Closes Private Placement of $15 Million in
            8 1/2% Convertible Subordinated Debentures Due 2004
  
                           ____________________
                                     
  
  Buffalo, New York -- (March  29, 1999) Comptek Research, Inc.
  (AMEX:CTK), announced today the completion of its acquisition of the
  business operations and related assets and liabilities of Amherst
  Systems, Inc., which was announced in October 1998.  Comptek also
  announced the formation of a new wholly-owned subsidiary, Comptek-
  Amherst, Inc., to operate the acquired business.  Comptek obtained
  funding for the acquisition, as well as additional working capital,
  through the sale of convertible subordinated debentures and expansion
  of its revolving line of bank credit.
  
                            AMHERST ACQUISITION
  
  Amherst Systems, Inc., a manufacturer of computer controlled
  simulation/stimulation equipment and systems that are used to test
  military avionics equipment including radar warning receivers, radar
  counter-measures equipment, radars, and infrared sensor systems, was
  founded in 1975 as a privately-held company, headquartered in
  Williamsville, New York.   As a result of the acquisition, Comptek will
  now have a major subcontractor role on the United States Air Force's
  F-22 Raptor program.  Prior to the acquisition, Amherst Systems had
  annualized defense systems sales of approximately $40 million and a
  contract backlog, as of December 31, 1998, of over $60 million.
  
  Comptek's Chairman, President and Chief Executive Officer, John Sciuto,
  said, "The acquisition of Amherst Systems substantially fortifies
  Comptek's position as a prominent international supplier of electronic
  warfare simulation/stimulation and training systems.  We are extremely
  pleased to have Amherst Systems and the 300 plus Amherst Systems
  employees join the Comptek team.  The acquisition of Amherst Systems is
  definitely a milestone event in Comptek's achieving the original goals
  and objectives that were established in 1996, as part of Comptek's
  strategic business plan, Comptek Vision 2000."
  
  "The Comptek-Amherst combination provides Comptek with the critical mass
  we have been seeking to effectively compete at the next higher level,
  particularly in the international marketplace.  In this regard, we
  believe that the market results of this particular combination will
  become apparent very quickly."
  
  As a result of the acquisition, Comptek will now have approximately
  1,200 employees in 24 different locations, including over 350 employees
  and four major facilities in the Buffalo, New York area.  The combined
  annualized sales of Comptek and Amherst are approximately $140 million.
  As a result of the acquisition, Comptek's contract backlog has increased
  to well over $210 million.
  
          PRIVATE PLACEMENT OF CONVERTIBLE SUBORDINATED DEBENTURES
  
  In connection with the financing of the Amherst acquisition, Comptek has
  made a private placement of $15 million of convertible subordinated
  debentures to selected accredited investors.  The debentures, which
  mature on April 1, 2004, provide for an annual interest rate of 8 1/2%
  and are convertible into shares of the common stock of Comptek at a
  conversion price of $9.50 per share subject to certain adjustments.  In
  addition, the Company may, prior to April 24, 1999, issue up to an
  additional $5 million of debentures on the same terms. Warburg Pincus
  Asset Management acted as the lead investor in the transaction.
  
  The debentures have not been registered under the Securities Act of 1933
  and may not be offered or sold in the United States, except pursuant to
  an applicable exemption from the Securities Act registration
  requirements.  This press release shall not constitute an offer to sell
  or the solicitation of an offer to buy the debentures.  This press
  release is being issued pursuant to and in accordance with Rule 135c
  under the Securities Act.
  
            EXPANSION OF REVOLVING LINE OF CREDIT TO $27 MILLION
  
  Also in connection with the acquisition, the Company has established a
  new $27 million revolving credit facility.  The credit facility, led by
  Manufacturers and Traders Trust Company with KeyBank as a participant,
  replaces Comptek's previous $12 million revolving credit facility.  The
  new credit facility provides the Company with an increased range of
  flexibility supportive of the Company's growth profile.
  
                         FORWARD-LOOKING STATEMENTS
  
  This news release contains forward-looking statements about Comptek's
  current expectations for future sales based on current business
  conditions.  Forward-looking statements are subject to risks and
  uncertainties that could cause actual results to differ materially.
  These risks and uncertainties include Comptek's dependence on continued
  funding of U.S. Department of Defense programs and the likelihood that
  actual future revenues that are realized may differ from those inferred
  from existing backlog.  Other risks and uncertainties are described in
  Comptek's 1998 Form 10-K Annual Report filed with the Securities and
  Exchange Commission.
  
  Comptek Research, Inc., with offices and subsidiary locations in the
  United States, is a domestic and international supplier of technically
  advanced electronics and data communications systems to government and
  industry.
  
  Note:     Today's news release and Comptek's news releases for the past
  year are available on the Internet at http://www.cfonews.com  under the
  heading "Company News, Comptek Research."  Additional information about
  Comptek is also available at http://www.comptek.com.
  
                                   -30-