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)
  
                            May 14, 1998
  
  
                        COMPTEK RESEARCH, INC.
       --------------------------------------------------------
          (Exact Name of Registrant as Specified in Charter)
            
        New York             1-8502              16-0959023
  -------------------    -------------     -----------------------
    (State of Other     (Commission          (IRS Employer Identi-
    Jurisdiction of      File Number          fication No.)
     Incorporation)                     
  
   2732 Transit Road, Buffalo, New York            14224-2523
  ----------------------------------------        -----------
  (Address of Principal Executive 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   May   14,  1998,  Comptek  Research,   Inc.   (the
            "Company"),   concluded   the   acquisition   of    PRB
            Associates, Inc. ("PRB"), a privately held supplier  of
            military mission planning systems.  The acquisition was
            accomplished by the purchase of all outstanding  shares
            of  PRB  for  $19  million in cash and  $1  million  in
            promissory notes.  PRB will maintain a principal  place
            of business in Hollywood, Maryland and will be operated
            as  a  wholly-owned  subsidiary of  the  Company.   The
            amount of consideration paid was based upon arms-length
            negotiations  between the Company and the  Shareholders
            of   PRB.   The  principal  shareholders  of  PRB  were
            Lawrence  M.  Schadegg, James N. Agamaite,  Richard  A.
            Bos,  Allan  D.  Crane,  and  Daniel  T.  Doherty.   In
            connection  with  completing  the  transaction  Messrs.
            Schadegg,  Crane, and Doherty entered  into  three-year
            employment  agreements  with PRB  providing  for  their
            continued  service as officers of PRB, as a  subsidiary
            of the Company.
            
            In connection with the completion of the acquisition,
            the Company's existing credit facility with
            Manufacturers and Traders Trust Company ("M&T Bank")
            was restructured and a new facility was established
            with M&T Bank and KeyBank National Association for use
            by the Company and its subsidiaries to fund the
            acquisition and provide working capital.  Prior to the
            acquisition, the Company's credit facility consisted of
            (i) a revolving credit agreement with a maximum
            borrowing line of $10,000,000 and (ii) a five-year term
            loan which was used to finance the Company's
            acquisition of Advanced Systems Development, Inc. in
            March 1996.   On March 31, 1998, the Company had
            approximately $550,000 outstanding on the revolving
            credit agreement and a balance of $3,000,000 on the
            five-year term loan.
  
            The Company's credit facility has been revised, as
            follows:
  
            (a)  A new, $12,000,000 revolving credit agreement
            bearing interest at the prime rate or 1.5% above LIBOR
            (at the Company's option).  Borrowings under this
            agreement mature March 31, 2001.    Subsequent to the
            acquisition, approximately $4,000,000 was outstanding
            with the remaining available for working capital
            requirements.
  
            (b)  A new, $15,000,000 seven-year term loan bearing
            interest at 1.75% above LIBOR with monthly principal
            payments beginning in July 1998.   Principal payments
            are based upon a ten-year amortization with a final
            principal payment due at the end of the term for the
            outstanding principal amount.
  
  <PAGE 2>
  
            (c)  Continuation of the March 1996 five-year term
            loan, with an outstanding balance of $3,000,000 as of
            March 31, 1998, bearing interest at a fixed rate of
            8.5% and a maturity date of March 31, 2001.
  
            The entire credit facility is secured by
            substantially all of the Company's assets, and is
            guaranteed by the Company's subsidiaries, including PRB.
  
            The acquisition of PRB will be accounted for as a
            purchase as of May 1, 1998.  The Company intends to
            continue the operations of the business of PRB and to use
            the assets and facilities of PRB in furtherance of such
            operations.
  
  
  Item 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL  INFORMATION
            AND EXHIBITS.
  
  (a) and (b).   It is currently impracticable to file the required
                 financial statements  for the business acquired, as
                 well as  the  required pro-forma  financial
                 information  with respect to the acquisition at the
                 time that this report was filed.  This information
                 will be filed within sixty (60) days after this
                 Current Report on Form 8-K is required to be filed.
  
  (c).           The following exhibits are filed as  part of this
                 report:
  
                 Exhibit 2.  Stock Purchase Agreement, dated May 8,
                 1998 by and among  Comptek Research, Inc., and PRB
                 Associates, Inc., and Lawrence M. Schadegg, James N.
                 Agamaite, Richard A. Bos, Allan D. Crane, and Daniel
                 T. Doherty.
  
                 Exhibit 99.  News Release dated May 14,
                 1998, issued by the Company announcing completion of
                 the acquisition of PRB Associates, 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:   May 26, 1998              By: /s/John J. Sciuto
          ----------------              --------------------------
                                        John J. Sciuto
                                        Chairman, President and CEO
  
  <PAGE 3>
  
             Exhibits Attached to Stock Purchase Agreement
  
  Exhibit 2.4(a)(ii)  --   Form of Releases
  
  Exhibit 2.4(a)(iii) --   Form of Employment Agreements
  
  Exhibit 2.4(a)(iv)  --   Form of Non-Competition Agreements
  
  Exhibit 2.4(b) --   Form of Non-Negotiable Promissory Notes
  
  The above Exhibits to the Stock Purchase Agreement are omitted and
  will be filed with the Commission upon request.
  
  <PAGE 4> 
  
                      Stock Purchase Agreement
  
  
       THIS AGREEMENT, made as of May 8, 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"), and PRB Associates, Inc.,
  a Maryland corporation having an office and principal place of
  business at 43865 Airport View Drive, Hollywood, Maryland 20636
  (hereinafter referred to as "PRB"), and LAWRENCE M. SCHADEGG, JAMES
  N. AGAMAITE, RICHARD A. BOS, ALLAN D. CRANE and DANIEL T. DOHERTY
  (hereinafter collectively referred to as the "PRINCIPAL
  SHAREHOLDERS').
  
                       W I T N E S S E T H :
  
       WHEREAS, the PRINCIPAL   SHAREHOLDERS and all of the "Other
  Shareholders" of PRB, as that term is defined herein, desire to
  sell, and CRI desires to purchase, all of the issued and
  outstanding shares (the "Shares") of capital stock of PRB, for the
  consideration and on the terms set forth in this Agreement, and
  
       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 PRB, 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:
  
  "Adjustment Amount"-- shall mean any amount by which the Book Value
  as of the Closing Date is less than nine million and 00/100 dollars
  ($9,000,000).
  
  "Applicable Contract"--any Contract (a) under which PRB has or may
  acquire any rights, (b) under which PRB has or may become subject
  to any obligation or liability, or (c) by which PRB or any of the
  assets owned or used by it is or may become bound.
  
  "Balance Sheet"--as defined in Section 3.4.
  
  "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 PRB's total shareholders' equity
  determined in accordance with GAAP.
  
  "Breach"--a "Breach" of a representation, warranty, covenant,
  obligation, or other provision of this Agreement or any instrument
  delivered pursuant to this Agreement 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 PRB certified by PRB's chief executive officer and
  PRB'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 PRB as of the date
  thereof and the result of its operations and changes in financial
  position for the periods then ended.
  
  "Closing"--as defined in Section 2.3.
  
  "Closing Date"--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 2.6(a).
  
  "Commercially Reasonable Efforts"--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"--any approval, consent, ratification, waiver, or other
  authorization (including any Governmental Authorization).
  
  "Contemplated Transactions"--all of the transactions contemplated
  by this Agreement, including:
  
       (a)  the sale of the Shares to CRI;
  
       (b)  the execution, delivery, and performance of the
       Promissory Note, the Employment Agreements, the Noncompetition
       Agreements and the PRINCIPAL   SHAREHOLDERS' Releases;
  
       (c)  the performance by CRI, PRB, and the PRINCIPAL
       SHAREHOLDERS of their respective covenants and obligations
       under this Agreement; and
       
       (d)  CRI's acquisition and ownership of the Shares and
       exercise of control over PRB.
  
  "Contract"--any agreement, contract, obligation, promise, or
  undertaking (whether written or oral and whether express or
  implied) that is legally binding.
  
  "Damages"--as defined in Section 10.2.
  
  "DCAA"--the United States of America Defense Contract Audit Agency.
  
  "DCAA Compensation Audit"-A claim that the DCAA has asserted
  relating to the payment of executive compensation  for the PRB
  1993, 1994 and 1995 fiscal years which has been resolved to the
  mutual satisfaction of PRB and the United States Government.
  
  "Employment Agreements"--as defined in Section 2.4(a)(iii).
  
  "Encumbrance"--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"--soil, land surface or subsurface strata, surface
  waters (including navigable waters, ocean waters, streams, ponds,
  drainage basins, and wetlands), groundwaters, drinking water
  supply, stream sediments, ambient air (including indoor air), plant
  and animal life, and any other environmental medium or natural
  resource.
  
  "Environmental, Health, and Safety Liabilities"--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, or safety matters or
       conditions (including on-site or off-site contamination,
       occupational safety and health, and  regulation of chemical
       substances or products);
  
       (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.
  ? 9601 et seq., as amended ("CERCLA").
  
  "Environmental Law"--any Legal Requirement that requires or relates
  to:
  
       (a)  advising appropriate authorities, employees, and the
       public of intended or actual releases of pollutants or
       hazardous substances or materials, violations of discharge
       limits, or other prohibitions and of the commencements of
       activities, such as resource extraction or construction, that
       could have significant impact on the Environment;
  
       (b)  preventing or reducing to acceptable levels the release
       of pollutants or hazardous substances or materials into the
       Environment;
  
       (c)  reducing the quantities, preventing the release, or
       minimizing the hazardous characteristics of wastes that are
       generated;
  
       (d)  assuring that products are designed, formulated,
       packaged, and used so that they do not present unreasonable
       risks to human health or the Environment when used or disposed
       of;
  
       (e)  protecting resources, species, or ecological amenities;
  
       (f)  reducing to acceptable levels the risks inherent in the
       transportation of hazardous substances, pollutants, oil, or
       other potentially harmful substances;
  
       (g)  cleaning up pollutants that have been released,
       preventing the threat of release, or paying the costs of such
       clean up or prevention; or
  
       (h)  making responsible parties pay private parties, or groups
       of them, for damages done to their health or the Environment,
       or permitting self-appointed representatives of the public
       interest to recover for injuries done to public assets.
  
  "ERISA"--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.
  
  "Facilities"--any real property, leaseholds, or other interests
  currently or formerly owned or operated by PRB and any buildings,
  plants, structures, or equipment (including motor vehicles)
  currently or formerly owned or operated by PRB.
  
  "GAAP"--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 3.4
  were prepared.
  
  "Governmental Authorization"--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.
  
  "Governmental Body"--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.
  
  "Hazardous Activity"--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, and any other act, business,
  operation, or thing that increases the danger  or poses an
  unreasonable risk of harm to persons or property on or off the
  Facilities, or that may affect the value in a material and adverse
  way of the Facilities or PRB.
  
  "Hazardous Materials"--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.
  
  "Intellectual Property Assets" --as defined in Section 3.22.
  
  "Interim Balance Sheet"--as defined in Section 3.4.
  
  "IRC"--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"--the United States Internal Revenue Service or any successor
  agency, and, to the extent relevant, the United States Department
  of the Treasury.
  
  "Knowledge"--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.  (As applied to the PRINCIPAL SHAREHOLDERS,
  each PRINCIPAL SHAREHOLDER will be deemed to have the "Knowledge"
  of each other PRINCIPAL SHAREHOLDER.)
  
  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, as a director, officer, partner, executor, or
  trustee of such Person (or in any similar capacity) has, Knowledge
  of such fact or other matter.
  
  "Legal Requirement"--any federal, state, local, municipal, foreign,
  international, multinational, or other administrative order,
  constitution, law, ordinance, principle of common law, regulation,
  statute, or treaty.
  
  "Liability Basket"-shall mean a $125,000 deductible to be utilized
  to off-set claims by CRI under this Agreement.
  
  "Liability Cushion"--shall mean any increase above nine million and
  00/100 dollars ($9,000,000) in the Book Value of PRB on the Closing
  Date, as evidenced by the Post-Closing Financial Statements.
  
  "Noncompetition Agreements"--as defined in Section 2.4(a)(iv).
  
  "Occupational Safety and Health Law"--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"--any award, decision, injunction, judgment, order, ruling,
  subpoena, or verdict entered, issued, made, or rendered in a
  proceeding with respect to which PRB 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"--(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.
  
  "Other Shareholders"-any owner of one or more Shares, excluding the
  PRINCIPAL SHAREHOLDERS.
  
  "Person"--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 3.13.
  
  "Post-Closing Financial Statements"--as defined in Section 2.6(a).
  
  "PRB Disclosure Letter"-shall mean a disclosure letter provided by
  PRB 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 PRB or the
  PRINCIPAL SHAREHOLDERS are qualified by disclosures made in the PRB
  Disclosure Letter.
  
  "PRINCIPAL SHAREHOLDERS"-Lawrence M. Schadegg, James N. Agamaite,
  Richard A. Bos, Allan D. Crane and Daniel T. Doherty (individually
  referred to as "PRINCIPAL SHAREHOLDER").
  
  "Proceeding"--any action, arbitration, audit, hearing,
  investigation, litigation, or suit (whether civil, criminal,
  administrative, investigative, or informal) relating to PRB
  commenced, brought, conducted, or heard by or before, or otherwise
  involving, any Governmental Body or arbitrator.
  
  "Promissory Notes"--the unsecured, non-negotiable and subordinated
  notes of CRI to be issued to the PRINCIPAL SHAREHOLDERS.
  
  "Reasonable Best Estimate"--means an estimate as to which there is
  a reasonable basis and in no event shall it be construed as a
  guarantee of other assurance of a future result.
  
  "Related Person"--with respect to a particular individual:
  
       (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:
  
       (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"--any spilling, leaking, emitting, discharging,
  depositing, escaping, leaching, dumping, or other releasing into
  the Environment, whether intentional or unintentional.
  
  "Representative"--with respect to a particular Person, any
  director, officer, employee, agent, consultant, advisor, or other
  representative of such Person, including legal counsel,
  accountants, and financial advisors.
  
  "Securities Act"--the Securities Act of 1933 or any successor law,
  and regulations and rules issued pursuant to that Act or any
  successor law.
  
  "Shares"--as defined in the Recitals of this Agreement.
  
  "SHAREHOLDERS' Releases"--as defined in Section 2.4.
  
  "Subsidiary"--with respect to any Person (the "Owner"), 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 PRB.
  
  "Tax Return"--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"--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"--a claim, Proceeding, dispute, action, or other matter
  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
                SALE AND TRANSFER OF SHARES; CLOSING
  
  2.1  SHARES
  
  Subject to the terms and conditions of this Agreement, at the
  Closing, the PRINCIPAL   SHAREHOLDERS will sell and transfer, and
  cause to be sold and transferred, all of the Shares to CRI, and CRI
  will purchase all of the Shares.
  
  2.2  PURCHASE PRICE
  
  The purchase price (the "Purchase Price"), subject to adjustment
  provided for in Sections 2.5 and 2.6, for the Shares will be twenty
  million and 00/100 dollars ($20,000,000) including the Promissory
  Notes in the principal amount up to one million and 00/100 dollars
  ($1,000,000), to be paid as follows:
  
       (a)  (i)  At the Closing CRI will pay the PRINCIPAL
            SHAREHOLDERS and the Other Shareholders  the sum of
            nineteen million and 00/100 dollars ($19,000,000)  or
            more in cash (the "Cash") by either corporate checks
            issued by CRI or wire transfers to bank accounts
            designated by the PRINCIPAL SHAREHOLDERS;
  
            (ii) At the Closing CRI will execute and deliver to the PRINCIPAL
            SHAREHOLDERS Promissory Notes of CRI in the aggregate principal
            amount of up to  one million and 00/100 dollars ($1,000,000); and
            
            (iii)     The Cash and Promissory Notes shall be
            allocated among the PRINCIPAL SHAREHOLDERS and Other
            Shareholders in the percentages set forth on Exhibit
            2.2(a)(iii) hereto.
  
       (b)  The Promissory Notes to be delivered by CRI will be
       unsecured, non-negotiable, and subordinated to CRI's bank
       debt.  The Promissory Notes will bear simple interest at the
       rate of 5.5% per annum, payable at maturity.
  
       (c)  The exact amount of Cash and Promissory Notes will be
       subject to adjustment and allocation as provided for in
       Sections 2.5 and 2.6.
  
  2.3  CLOSING
  
  The purchase and sale (the "Closing") provided for in this
  Agreement will take place at the home offices of CRI, at 10:00 a.m.
  (local time) on May 8, 1998, or on such other date not later than
  the sixtieth (60th) day after the date hereof as the Parties shall
  agree. Subject to the provisions of Section 9, 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 2.3 will not result in the termination of this Agreement
  and will not relieve any party of any obligation under this
  Agreement.
  
  2.4  CLOSING OBLIGATIONS
  
  At the Closing:
  
       (a)  The PRINCIPAL  SHAREHOLDERS will deliver, or caused to be
            delivered, to CRI:
  
            (i)  certificates representing all of the Shares, duly
            endorsed (or accompanied by duly executed stock
            powers),for transfer to CRI free and clear of all adverse
            claims;
            
            (ii) releases in the form of Exhibit 2.4(a)(ii) executed
            by each of the PRINCIPAL  SHAREHOLDERS (collectively,
            "SHAREHOLDERS' Releases");
  
            (iii)     employment agreements in the  form  attached as
            Exhibit 2.4(a)(iii), executed by PRB and such employees
            of PRB designated by CRI (collectively, "Employment
            Agreements");
  
            (iv) noncompetition agreements in the form of Exhibit
            2.4(a)(iv), executed by PRB and each of the PRINCIPAL
            SHAREHOLDERS (collectively, the "Noncompetition
            Agreements"); and
  
            (v)  a certificate executed by the PRINCIPAL
            SHAREHOLDERS representing and warranting to CRI that each
            of PRINCIPAL  SHAREHOLDERS' representations and
            warranties in this Agreement was accurate in all respects
            as of the date of this Agreement, and is accurate in all
            respects as of the Closing Date as if made on the Closing
            Date, (giving full effect to any information that was
            delivered by the PRINCIPAL  SHAREHOLDERS to CRI prior to
            the Closing Date in accordance with Section 5.5 or the
            PRB Disclosure Letter).
  
       (b)  CRI will deliver to PRINCIPAL  SHAREHOLDERS:
  
            (i)  Cash in the designated amounts by corporate checks
            or bank wire transfers  payable to the order of such
            Persons designated by the PRINCIPAL  SHAREHOLDERS;
  
            (ii) Promissory Notes in the designated amounts payable
            to such Persons designated by the PRINCIPAL  SHAREHOLDERS
            in the form of Exhibit 2.4(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 respects to the Knowledge
            of CRI as of the date of this Agreement and is accurate
            in all respects as of the Closing  as if made on the
            Closing.
  
  2.5  ADJUSTMENT AMOUNT
  
  The Purchase Price for the Shares is based, in part, on the Book
  Value of PRB being at least nine million and 00/100 dollars
  ($9,000,000) as of the Closing Date.  If the Book Value of PRB as
  reflected in the Closing Financial Statements is less than nine
  million and 00/100 dollars, 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 the
  PRINCIPAL SHAREHOLDERS' and the Other Shareholders of PRB (the "
  Initial Adjustment Amount").  Provided, however, if the Initial
  Adjustment Amount is greater than one million and 00/100 dollars
  ($1,000,000), the following terms apply:
  
       (a)  CRI may terminate this Agreement upon written notice provided
       to PRB 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 in
       accordance with the terms of Subsection (a) above, PRB 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 one million and 00/100 dollars
       ($1,000,000).
       
       (c)  The Termination Notice shall be effective to terminate
       the Agreement unless CRI provides written notice to PRB within
       five (5) days after the date of the Termination Notice that
       CRI will limit the Initial Adjustment Amount to one million
       and 00/100 dollars ($1,000,000).
       
       (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 one million and
       00/100 dollars ($1,000,000).
  
  2.6  ADJUSTMENT PROCEDURE
  
       (a)  At least three (3) business days prior to the Closing,
       the PRINCIPAL SHAREHOLDERS will prepare and will cause the
       Chief Financial Officer of PRB to certify as materially
       accurate consolidated financial statements ("Closing Financial
       Statements") of PRB for the period from December 31, 1997,
       through March 31, 1998.  Within sixty (60) days after the
       Closing Date, the PRINCIPAL SHAREHOLDERS will deliver post-
       closing consolidated financial statements of PRB prepared in
       accordance with GAAP and reviewed by Deloitte & Touche, LLP,
       PRB's certified public accountants, for the period from
       December 31, 1997 through the Closing Date (the "Post-Closing
       Financial Statements").  The Post-Closing Financial Statements
       shall include a computation of the Book Value of PRB as of the
       Closing Date and shall be certified by the Chief Financial
       Officer of PRB to be in accordance with GAAP as applied on a
       consistent basis.  The review by Deloitte & Touche, LLP, shall
       include a written report thereon.   If within thirty (30) days
       following delivery of the Post-Closing Financial Statements
       (together with the Chief Financial Officer's certification and
       Deloitte and Touche's report) to CRI, CRI has not given the
       PRINCIPAL  SHAREHOLDERS 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 Book
       Value of PRB 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 the PRINCIPAL
       SHAREHOLDERS fail to reach a mutually agreeable resolution,
       then the issues in dispute will be submitted to Price
       Waterhouse, 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 directly or through PRB after the
       Closing will bear all of the fees of the Accountants for the
       services contemplated by this Section 2.6(a).  If the
       Adjustment Amount reflects that the Purchase Price was
       inappropriately adjusted downward under the terms of Section
       2.5, an appropriate additional cash payment shall be made to
       the PRINCIPAL SHAREHOLDERS and the Other Shareholders.
  
       (b)  Eighteen (18) months after the Closing, the Promissory
       Notes, in an amount up to one million and 00/100 dollars
       ($1,000,000), would be reduced by the net amount of any
       liabilities not properly recorded on the Post-Closing
       Financial Statements, and the amount of receivables, net of
       bad debt reserve, reflected on the Post-Closing Financial
       Statements,  which are not collected in full by CRI within
       seventeen (17) months after the Closing Date.  The Promissory
       Notes referred to in this Section 2.6(b) would 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, is exhausted.
       Any uncollected accounts receivable which were reflected as
       assets on the Post-Closing Financial Statements, but which
       remain uncollected seventeen (17) months after the Closing
       Date and are actually used to offset the Promissory Notes,
       shall be assigned to the PRINCIPAL  SHAREHOLDERS to the extent
       of such offset.
       
       (c)  If at the time of final payment with respect to the
       Promissory Notes, there is any unused Liability Cushion, the
       unused amount of the Liability Cushion shall be paid to the
       PRINCIPAL SHAREHOLDERS; provided, however, that the total
       payments to the PRINCIPAL SHAREHOLDERS and Other Shareholders
       for the Shares will not exceed twenty million dollars
       ($20,000,000).
  
                            ARTICLE III
                 REPRESENTATIONS AND WARRANTIES OF
                    PRINCIPAL  SHAREHOLDERS AND PRB
  
  The PRINCIPAL  SHAREHOLDERS and PRB represent and warrant to CRI as
  follows:
  
  3.1  ORGANIZATION AND GOOD STANDING
  
       (a)  PRB 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. PRB is a 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 and the failure to qualify would have a material
       adverse effect on PRB.
  
       (b)  The PRINCIPAL  SHAREHOLDERS have delivered to CRI copies
       of the Organizational Documents of PRB, as currently in
       effect.
  
  3.2  AUTHORITY; NO CONFLICT
       
       (a)  This Agreement constitutes the legal, valid, and binding
       obligation of the PRINCIPAL SHAREHOLDERS and PRB, enforceable
       against the PRINCIPAL  SHAREHOLDERS, jointly and severally, in
       accordance with its terms. Upon the execution and delivery by
       PRINCIPAL  SHAREHOLDERS of the Employment Agreements, the
       PRINCIPAL  SHAREHOLDERS' Releases, and the Noncompetition
       Agreements (collectively, the "PRINCIPAL  SHAREHOLDERS'
       Closing Documents"), the PRINCIPAL  SHAREHOLDERS' Closing
       Documents will constitute the legal, valid, and binding
       obligations of PRINCIPAL  SHAREHOLDERS, enforceable against
       PRINCIPAL  SHAREHOLDERS in accordance with their respective
       terms. The PRINCIPAL  SHAREHOLDERS have the absolute and
       unrestricted right, power, authority, and capacity to execute
       and deliver this Agreement and the PRINCIPAL  SHAREHOLDERS'
       Closing Documents and to perform their obligations under this
       Agreement and the PRINCIPAL  SHAREHOLDERS' Closing Documents.
  
       (b)  Except as specified in 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
            PRB, or (B) any resolution adopted by the board of
            directors or the stockholders of PRB;
  
            (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 PRB or any
            PRINCIPAL  SHAREHOLDER, or any of the assets owned or
            used by PRB, 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 PRB or that otherwise
            relates to the business of, or any of the assets owned or
            used by, PRB;
  
            (iv) cause CRI or PRB to become subject to, or to become
            liable for the payment of, any Tax;
  
            (v)  cause any of the assets owned by PRB to be
            reassessed or revalued by any taxing authority or other
            Governmental Body;
  
            (vi) 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
  
            (vii)     result in the imposition or creation of any
            Encumbrance upon or with respect to any of the assets
            owned or used by PRB.
  
            Notwithstanding the foregoing terms of this Section
            3.2(b), no warranty or representation is made
            regarding whether PRB will be required to obtain a
            novation of any contracts with any Governmental Body
            as a result of the contemplated transactions except
            that to the Knowledge of the PRINCIPAL SHAREHOLDERS
            and PRB no such novation is required.  Except as to
            a result of a Breach of a representation or warranty
            by the PRINCIPAL SHAREHOLDERS or PRB, CRI assumes
            the risk that novations may be required.
  
       (c)  The PRINCIPAL  SHAREHOLDERS are acquiring the Promissory
       Notes for their own account and not with a view to their
       distribution within the meaning of Section 2(11) of the
       Securities Act. Each PRINCIPAL  SHAREHOLDER 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 PRB consist of one million five
  hundred  thousand (1,500,000) shares of common stock, par value
  $.01 per share, of which five hundred fifty-one thousand eight
  hundred  thirty (551,830) shares are issued and outstanding and
  constitute the Shares.  The PRINCIPAL  SHAREHOLDERS are or will be
  on the Closing Date the record and beneficial owners and holders of
  all of the Shares, free and clear of all Encumbrances.   Except as
  disclosed in the PRB Disclosure Letter, no legend or other
  reference to any purported Encumbrance appears upon any certificate
  representing equity securities of PRB. All of the outstanding
  equity securities of PRB have been duly authorized and validly
  issued and are fully paid and nonassessable.  Except as disclosed
  in  the PRB Disclosure Letter, there are no Contracts relating to
  the issuance, sale, or transfer of any equity securities or other
  securities of PRB. None of the outstanding equity securities or
  other securities of PRB was issued in violation of the Securities
  Act or any other Legal Requirement.
  
  3.4  FINANCIAL STATEMENTS
  
  The PRINCIPAL  SHAREHOLDERS have, or will have as soon as is
  practicable, delivered to CRI:
  
       (a)  audited consolidated balance sheets of PRB as at December
       31, 1997 (the "Balance Sheet"),  and December 31, 1996, 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 Deloitte & Touche, LLP, independent
       certified public accountants;
  
       (b)  a balance sheet for the month ended immediately prior to
       Closing (the "Interim Balance Sheet") certified by PRB's chief
       executive officer and chief financial officer.
  
  Such financial statements and notes fairly present the financial
  condition and the results of operations, changes in stockholders'
  equity, and cash flow of PRB as at the respective dates of and for
  the periods referred to in such financial statements, all in
  accordance with GAAP; the financial statements referred to in this
  Section 3.4 reflect the consistent application of such accounting
  principles throughout the periods involved.  No financial
  statements of any Person other than PRB and its Subsidiaries and
  are required by GAAP to be included in the consolidated financial
  statements of PRB.  The PRINCIPAL  SHAREHOLDERS will reasonably
  cooperate with CRI and PRB in seeking to prepare financial
  statements which comply with Regulation S-X of the Securities
  Exchange Act of 1934 so that CRI may make a timely filing on Form 8-
  K with the Securities and Exchange Commission regarding the
  completion of CRI's acquisition of PRB.
  
  3.5  BOOKS AND RECORDS
  
  The books of account, minute books, stock record books, and other
  records of PRB and its subsidiaries, all of which have been made
  available to CRI, 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 PRB contain records 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 PRB, 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. At the Closing, all of
  those books and records will be delivered into the possession of
  CRI.
  
  3.6  TITLE TO PROPERTIES; ENCUMBRANCES
  
       (a)  PRB does not own any real property.  PRB has provided, or
       will provide prior to Closing, a complete and accurate list of
       all real property leases to which PRB is a party.  PRB owns
       all the properties and assets (whether real, personal, or
       mixed and whether tangible or intangible) that they purport to
       own, including all of the properties and assets reflected in
       the Balance Sheet and the Interim Balance Sheet (except for
       assets held under capitalized leases disclosed and personal
       property sold or otherwise disposed of  since the date of the
       Balance Sheet and the Interim Balance Sheet, as the case may
       be, in the Ordinary Course of Business), and all of the
       properties and assets purchased or otherwise acquired by PRB
       since the date of the Balance Sheet (except for personal
       property acquired and sold or otherwise disposed of since the
       date of the Balance Sheet in the Ordinary Course of Business
       and consistent with past practice).
  
       (b)  All material properties and assets reflected in the
       Balance Sheet and the Interim Balance Sheet are free and clear
       of all Encumbrances  except for liens for current taxes not
       yet due and landlord's liens.
            
  3.7  CONDITION AND SUFFICIENCY OF ASSETS
  
  The buildings, plants, structures, and equipment of PRB 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 PRB are
  sufficient for the continued conduct of PRB's businesses after the
  Closing in substantially the same manner as conducted prior to the
  Closing.
  
  3.8  ACCOUNTS RECEIVABLE
  
  All accounts receivable of PRB that are reflected on the Balance
  Sheet or the Interim Balance Sheet or on the accounting records of
  PRB as of the Closing Date (collectively, the "Accounts
  Receivable") represent or will represent valid obligations arising
  from sales actually made or services actually performed 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 PRB 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 has been or will be collected in full,
  without any set-off, within seventeen (17) months from the Closing
  Date.    Except as disclosed in the PRB Disclosure Letter or as
  otherwise disclosed herein,  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
  PRINCIPAL  SHAREHOLDERS have provided to CRI 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.
  
  3.9  INVENTORY
  
  All inventory of PRB, 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
  PRB 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 a first in, first out 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 PRB.
  
  3.10 NO UNDISCLOSED LIABILITIES
  
  To the Knowledge of the PRINCIPAL  SHAREHOLDERS, PRB has no
  liabilities or obligations of any nature (whether known or unknown
  and whether absolute, accrued, contingent, or otherwise) except for
  liabilities or obligations reflected or reserved against in the
  Balance Sheet or the Interim Balance Sheet and current liabilities
  incurred in the Ordinary Course of Business since the respective
  dates thereof.
  
  3.11 TAXES
  
       (a)  PRB has filed or caused to be filed (on a timely basis
       since January 1, 1991) 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. The PRINCIPAL
       SHAREHOLDERS have delivered to CRI copies of all such Tax
       Returns filed for the tax year ending December 31, 1996.  PRB
       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 PRINCIPAL
       SHAREHOLDERS or PRB, 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
       PRB 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 1989.  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.  PRB
       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 PRB or for which
       PRB may be liable.
  
       (c)  The charges, accruals, and reserves with respect to Taxes
       on the respective books of PRB are adequate (determined in
       accordance with GAAP) and are at least equal to PRB's
       liability for Taxes. There exists no proposed tax assessment
       against PRB 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 PRB. All Taxes that PRB 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) PRB are true, correct, and complete in all
       material respects. There is no tax sharing agreement that will
       require any payment by PRB after the date of this Agreement.
  
  3.12 NO MATERIAL ADVERSE CHANGE
  
  Since the date of the Balance Sheet, there has not been any
  material adverse change in the business, operations, properties,
  prospects, assets, or condition of PRB, and to the Knowledge of the
  PRINCIPAL SHAREHOLDERS, no event has occurred or circumstance
  exists that may result in such a material adverse change.
  
  3.13 EMPLOYEE BENEFITS
  
       (a)  As used in this Section 3.13, the following terms have
       the meanings set forth below.
  
            "Company Other Benefit Obligation" means an Other Benefit
            Obligation owed, adopted, or followed by PRB or an ERISA
            Affiliate of PRB.
  
            "Company Plan" means all Plans of which PRB or an ERISA
            Affiliate of PRB is or was a Plan Sponsor, or to which
            PRB or an ERISA Affiliate of PRB otherwise contributes or
            has contributed, or in which PRB or an ERISA Affiliate of
            PRB 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 PRB or any ERISA Affiliate of PRB.
  
            "ERISA Affiliate" means, with respect to PRB, any other
            person that, together with PRB, would be treated as a
            single employer under IRC ? 414.
  
            "Multi-Employer Plan" has the meaning given in ERISA ?
            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 ? 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)  (i)  The PRINCIPAL  SHAREHOLDERS and PRB have provided or
            made available to CRI a complete and accurate list of 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) The PRINCIPAL  SHAREHOLDERS  and PRB have provided
            or made available to CRI a complete and accurate list of
            (A) all ERISA Affiliates of PRB, 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)     The PRINCIPAL  SHAREHOLDERS and PRB have
            provided or made available to CRI, for each Multi-
            Employer Plan, as of its last valuation date, the amount
            of potential withdrawal liability of PRB and PRB' other
            ERISA Affiliates, calculated according to information
            made available pursuant to ERISA ? 4221(e).
  
       (c)  The PRINCIPAL  SHAREHOLDERS and PRB have 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 the PRINCIPAL  SHAREHOLDERS or
            PRB 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 PRB and the ERISA Affiliates of PRB, 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 PRB or any ERISA
            Affiliate of PRB 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 mentioned
            elsewhere in this Section 3.13;
  
            (xii)     all notices that were given by the IRS, the
            PBGC, or the Department of Labor to PRB, any ERISA
            Affiliate of PRB, 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 PRB
            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)  The PRINCIPAL  SHAREHOLDERS and PRB expressly represent
       and warrant:
  
            (i)  PRB has performed all of its respective obligations
            under all Company Plans, Company Other Benefit
            Obligations, and Company VEBAs. PRB 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 PRB 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 PRB or to CRI.
  
            (iii)     PRB, 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 full compliance with ERISA, the IRC,
            and other applicable Laws including the provisions of
            such Laws expressly mentioned in this Section 3.13, and
            with any applicable collective bargaining agreement.
  
  3.14 COMPLIANCE WITH LEGAL REQUIREMENTS; GOVERNMENTAL
       AUTHORIZATIONS
  
       (a)  The PRINCIPAL  SHAREHOLDERS and PRB expressly represent
       and warrant:
  
            (i)  Except as disclosed in the PRB Disclosure Letter,
            PRB 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 PRB Disclosure Letter ,
            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 PRB of, or a failure on the
            part of PRB to comply with, any Legal Requirement
            material to its operations, or (B) may give rise to any
            obligation on the part of PRB to undertake, or to bear
            all or any portion of the cost of, any remedial action of
            any nature which is material to PRB's operations; and
  
            (iii)     Except as disclosed in the PRB Disclosure
            Letter, the PRINCIPAL  SHAREHOLDERS and PRB have 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 PRB 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)  At or prior to Closing, PRB and/or the PRINCIPAL
       SHAREHOLDERS will provide to CRI an accurate list of each
       material Governmental Authorization that is held by PRB.  Each
       Governmental Authorization listed in the PRB Disclosure Letter
       is valid and in full force and effect. Except as disclosed in
       writing to CRI to the Knowledge of the PRINCIPAL SHAREHOLDERS:
  
            (i)  PRB 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 PRB Disclosure Letter;
  
            (ii) 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)     PRB 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
            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.
  
  The PRINCIPAL  SHAREHOLDERS and/or PRB have received all of the
  Governmental Authorizations necessary to permit PRB to lawfully
  conduct and operate its business in the manner it is currently
  conducted and operate such business and to permit PRB to own and
  use its assets in the manner in which it currently owns and uses
  such assets.
  
  3.15 LEGAL PROCEEDINGS; ORDERS
  
       (a)  The PRINCIPAL  SHAREHOLDERS and PRB represent and warrant
       that, to their Knowledge except for the DCAA Compensation
       Audit or otherwise disclosed in  the PRB Disclosure Letter or
       in this Agreement, there is no pending Proceeding:
  
            (i)  that has been commenced by or against PRB or that
            otherwise  materially and adversely may affect the
            business of, or any of the assets owned or used by, PRB;
            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 PRINCIPAL  SHAREHOLDERS and PRB, no such
  Proceeding has been Threatened.
       
       (b)  Except as set forth in the PRB Disclosure Letter or any
            Exhibit hereto:
  
            (i)  there is no Order to which PRB, or any of the
            material assets owned or used by PRB, is subject;
  
            (ii) no PRINCIPAL  SHAREHOLDER is subject to any Order
            that relates to the business of, or any of the material
            assets owned or used by, PRB; and
  
            (iii)     to the Knowledge of the PRINCIPAL  SHAREHOLDERS
            and PRB, no officer, director, agent, or employee of PRB
            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 PRB.
  
       (c)  Except as set forth  in the PRB Disclosure Letter or
  herein:
  
            (i)  PRB 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) 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 PRB, or any
            of the material assets owned or used by PRB, is subject;
            and
  
            (iii)     PRB has not received, at any time since January
            1, 1991, any material 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 PRB, or any of the
            material assets owned or used by PRB, is or has been
            subject.
  
  3.16 ABSENCE OF CERTAIN CHANGES AND EVENTS
  
  Since the date of the Balance Sheet, except as disclosed in the PRB
  Disclosure Letter or otherwise disclosed herein, or contemplated
  by this Agreement, PRB has conducted its businesses only in the
  Ordinary Course of Business and there has not been any:
  
       (a)  change in PRB's authorized or issued capital stock; grant
       of any stock option or right to purchase shares of capital
       stock of PRB; issuance of any security convertible into such
       capital stock; grant of any registration rights; purchase,
       redemption, retirement, or other acquisition by PRB 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 PRB;
  
       (c)  payment or increase by PRB of any bonuses, salaries,
       or other compensation to any stockholder, director,
       officer, or (except in the Ordinary Course of
       Business) employee or entry into any employment,
       severance, or similar Contract with any director,
       officer, or employee;
  
       (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 PRB;
  
       (e)  damage to or destruction or loss of any asset or property
       of PRB, whether or not covered by insurance, materially and
       adversely affecting the properties, assets, business,
       financial condition, or prospects of PRB, taken as a whole;
  
       (f)  entry into, termination of, or receipt of 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 PRB of at
       least $25,000;
       
       (g)  sale (other than sales of inventory in the Ordinary
       Course of Business), lease, or other disposition of any asset
       or property of PRB or mortgage, pledge, or imposition of any
       lien or other encumbrance on any material asset or property of
       PRB, 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 PRB in excess of $25,000;
  
       (i)  material change in the accounting methods used by PRB; or
  
       (j)  agreement, whether oral or written, by PRB to do any of
       the foregoing.
  
  3.17 CONTRACTS; NO DEFAULTS
  
       (a)  The PRINCIPAL  SHAREHOLDERS and PRB have provided to CRI
       or will provide prior to Closing, a complete and accurate
       list,  and if requested by CRI, the PRINCIPAL  SHAREHOLDERS
       and PRB have delivered, or will deliver prior to Closing, to
       CRI true and complete copies, of:
  
            (i)  each Applicable Contract that involves performance
            of services or delivery of goods or materials by PRB 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 PRB 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 and that involves
            expenditures or receipts of PRB 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 and with terms of less than one
            year);
  
            (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 PRB with any
            other Person;
  
            (viii)    each Applicable Contract containing covenants
            that in any way purport to restrict the business activity
            of PRB or any Affiliate of PRB or limit the freedom of
            PRB or any Affiliate of PRB 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 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 PRB 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 PRB 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 herein including any Exhibit or
            Schedule hereto:
  
            (i)  no PRINCIPAL  SHAREHOLDER (and no Related Person of
            any PRINCIPAL  SHAREHOLDER) has or may acquire any rights
            under, and no PRINCIPAL  SHAREHOLDER has or may 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, PRB; and
  
            (ii) to the Knowledge of PRINCIPAL  SHAREHOLDERS and PRB,
                 no officer, director, agent, employee, consultant,
                 or contractor of PRB 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 PRB, or (B)
                 assign to PRB or to any other Person any rights to
                 any invention, improvement, or discovery.
  
       (c)  Except as set forth in the PRB Disclosure Letter or
            herein, to the Knowledge of the PRINCIPAL SHAREHOLDERS
            and PRB:
  
            (i)  PRB is, and at all times since January 1, 1995 has
            been, in full compliance with all applicable terms and
            requirements of each Contract under which PRB has or had
            any obligation or liability or by which PRB or any of the
            assets owned or used by PRB 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) each other Person that has or had any obligation or
            liability under any Contract under which PRB has or had
            any rights is, and at all times since January 1, 1991 has
            been, in full compliance with all applicable terms and
            requirements of such Contract;
  
            (iii)     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 PRB 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) PRB 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 Contract,
            excluding written notices of matters which were fully
            resolved without adverse consequences to PRB.
  
       (d)  Except for the DCAA Compensation Adjustment, there are no
       renegotiations of, attempts to renegotiate, or outstanding
       rights to renegotiate any material amounts paid or payable to
       PRB under current or completed Contracts with any Person and,
       to the Knowledge of PRINCIPAL  SHAREHOLDERS and PRB, no such
       Person has made written demand for such renegotiation.
  
       (e)  The Contracts relating to the sale, design, manufacture,
       or provision of products or services by PRB 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 PRINCIPAL  SHAREHOLDERS and PRB have , or will prior
       to Closing, provide to CRI, in writing, the current Reasonable
       Best Estimate of PRB, as of December 31, 1997, of the "cost to
       complete" for each Applicable Contract pursuant to which PRB
       is required to perform services or deliver products. None of
       such Contracts has accrued or, in the reasonable judgment of
       the PRINCIPAL  SHAREHOLDERS, is expected by PRB to result in
       any losses.  At the Closing, PRB and the PRINCIPAL
       SHAREHOLDERS shall deliver to CRI Certifications signed by
       each of the PRINCIPAL  SHAREHOLDERS of the Reasonable Best
       Estimate of the "cost to complete" for each of the Applicable
       Contracts.
       
       (g)  There are no Contracts between PRB 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.
  
  A list of all Applicable Contracts to which PRB became a party
  between the date of this Agreement and the Closing Date shall be
  provided to CRI on or before the Closing.
  
  3.18 INSURANCE
  
       (a)  The PRINCIPAL  SHAREHOLDERS and PRB have delivered or
            made available to CRI:
  
            (i)  true and complete copies of all policies of
            insurance to which PRB is a party or under which PRB, is
            or has been covered at any time within the three (3)
            years preceding the date of this Agreement;
  
            (ii) true and complete copies of all pending applications for
            policies of insurance; and
            
            (iii)     any statement by the auditor of PRB's financial
            statements with regard to the adequacy of such entity's
            coverage or of the reserves for claims.
  
       (b)  The PRINCIPAL  SHAREHOLDERS and PRB have disclosed to
            CRI, or provided copies of applicable documents related to:
  
            (i)  any self-insurance arrangement relating to benefits
            for PRB 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 risk by PRB; and
  
            (iii)     all obligations of PRB to third parties with
            respect to insurance (including such obligations under
            leases and service agreements) and identifies the policy
            under which such coverage is provided.
  
            (iv) a summary of the loss experience under each policy;
  
            (v)  a statement describing each outstanding claim under
            an insurance policy of which the PRINCIPAL SHAREHOLDERS
            have Knowledge 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 PRB is a party or that provide
            coverage to either  PRB, or any director or officer of
            PRB in their capacity as a director or officer, to the
            Knowledge of the PRINCIPAL SHAREHOLDERS:
  
                 (A)  are valid, outstanding, and enforceable;
  
                 (B)  are issued by an insurer that is financially
                 sound and reputable;
  
                 (C)  taken together, provide adequate insurance
                 coverage for the assets and the operations of PRB
                 for all risks normally insured against by a Person
                 carrying on the same business or businesses as PRB;
  
                 (D)  are sufficient for compliance with all Legal
                 Requirements and Contracts to which PRB is a party
                 or by which any of them is bound;
  
                 (E)  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; and
  
            (vii)     The PRINCIPAL  SHAREHOLDERS and/or PRB 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.
  
            (viii)    PRB has paid all premiums due, and has
            otherwise performed all of their respective obligations,
            under each policy to which PRB is a party or that
            provides coverage to PRB.
  
            (ix) PRB have given notice to the insurer of all material
            claims that may be insured thereby.
  
  3.19 ENVIRONMENTAL MATTERS
  
  Except as set forth herein including any Schedule or Exhibit
  hereto, to the Knowledge of PRB and the PRINCIPAL SHAREHOLDERS:
  
       (a)  PRB is, and at all times has been, in full compliance
       with, and has not been and is not in violation of, any
       Environmental Law. Neither PRB nor or any other Person for
       whose conduct it is or may be held to be responsible received,
       any actual or 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
       violation or failure to 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 PRB 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 PRB, 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.
  
       (b)  There are no pending or, to the Knowledge of PRINCIPAL
       SHAREHOLDERS or PRB, Threatened claims, Encumbrances, or other
       restrictions of any nature, 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 PRB has or had an interest.
  
       (c)  Neither PRB nor 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 violation or
       failure to 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 PRB had
       an interest, or with respect to any property or facility to
       which Hazardous Materials generated, manufactured, refined,
       transferred, imported, used, or processed by PRB, 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.
  
       (d)  Neither PRB, 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 PRB, with respect to any other properties and
       assets (whether real, personal, or mixed) in which the PRB (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.
  
       (e)  Except for small quantities maintained in commercial
       products, there are no Hazardous Materials present on or in
       the Environment at the  Facilities or at any geologically or
       hydrologically adjoining property, 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 such adjoining property,
       or incorporated into any structure therein or thereon. Neither
       PRB, nor any other Person for whose conduct it is or may be
       held responsible, has permitted or conducted, or is aware of,
       any Hazardous Activity conducted with respect to the
       Facilities or any other properties or assets (whether real,
       personal, or mixed) in which PRB has or had an interest except
       in full compliance with all applicable Environmental Laws.
  
       (f)  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 PRINCIPAL
       SHAREHOLDERS or PRB has or had an interest, or to the
       Knowledge of PRINCIPAL SHAREHOLDERS and/or PRB any
       geologically or hydrologically adjoining property, whether by
       PRINCIPAL  SHAREHOLDERS, PRB, or any other Person.
  
       (g)  PRINCIPAL  SHAREHOLDERS or PRB has delivered to CRI true
       and complete copies and results of any reports, studies,
       analyses, tests, or monitoring possessed or initiated by
       PRINCIPAL  SHAREHOLDERS or PRB pertaining to Hazardous
       Materials or Hazardous Activities in, on, or under the
       Facilities, or concerning compliance by PRINCIPAL
       SHAREHOLDERS, PRB, or any other Person for whose conduct they
       are or may be held responsible, with Environmental Laws.
  
  3.20 EMPLOYEES
  
       (a)  The PRINCIPAL  SHAREHOLDERS and PRB have , or will prior
       to Closing, make available to CRI, a copy of a complete and
       accurate list of the following information for each employee
       of PRB, 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 January 1,
       1996; vacation accrued; and service credited for purposes of
       vesting and eligibility to participate under PRB's pension,
       retirement, profit-sharing, thrift-savings, deferred
       compensation, stock bonus, stock option, cash bonus, employee
       stock ownership (including investment credit or payroll stock
       ownership), severance pay, insurance, medical, welfare, or
       vacation plan, other Employee Pension Benefit Plan or Employee
       Welfare Benefit Plan, or any other employee benefit plan.
  
       (b)  To the Knowledge of the PRINCIPAL SHAREHOLDERS, no
       employee of PRB 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 PRB, or
       (ii) the ability of PRB to conduct its business, including any
       Proprietary Rights Agreement with PRINCIPAL  SHAREHOLDERS or
       PRB by any  such employee. To PRINCIPAL  SHAREHOLDERS'
       Knowledge except as has been, or will be prior to Closing,
       disclosed to CRI, no officer, or other key employee of PRB
       intends to terminate his employment with PRB.
  
       (c)  PRB has, or will prior to Closing, provide a complete and
       accurate list of the following information for each retired
       employee or director of PRB, 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.
  
  3.21 LABOR RELATIONS; COMPLIANCE
  
  PRB has not been and is not currently a party to any collective
  bargaining or other labor Contract. There has not been, and to the
  Knowledge of the PRINCIPAL SHAREHOLDERS 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 or affecting PRB 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 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 or affecting any of PRB or
  their premises, or (c) any application for certification of a
  collective bargaining agent. To PRB and the PRINCIPAL
  SHAREHOLDERS' Knowledge, 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 PRB, and no
  such action is contemplated by PRB. PRB 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. PRB 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.
  
  3.22 INTELLECTUAL PROPERTY
  
       (a)  Intellectual Property Assets--The term "Intellectual
       Property Assets" includes:
  
            (i)  the name "PRB Associates, 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 PRB as licensee or licensor.
       
       (b)  Agreements-PRB has, or will prior to Closing, provide a
       complete and accurate list of any material Intellectual
       Property Assets owned or used by PRB 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 PRB is the licensee. There are no
       outstanding and, to PRB and the PRINCIPAL  SHAREHOLDERS'
       Knowledge, no Threatened disputes or disagreements with
       respect to any such agreement.
  
       (c)  Know-How Necessary for the Business
  
            (i)  To the Knowledge of the PRINCIPAL SHAREHOLDERS, the
            Intellectual Property Assets , which have been or will be
            disclosed to CRI prior to Closing, are all those
            necessary for the operation of PRB's businesses as they
            are currently conducted.  PRB is the owner or lawful user
            of each of the Intellectual Property Assets,  subject to
            any limitations set forth in the PRB Disclosure Letter.
  
            (ii) All key former and current employees of PRB have
            executed written Contracts with PRB that assign to PRB
            all rights to any inventions, improvements, discoveries,
            or information relating to the business of PRB to the
            Knowledge of the PRINCIPAL SHAREHOLDERS.  No key employee
            of PRB 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 one or more of PRB.
  
       (d)  Patents
  
            (i)  The PRINCIPAL  SHAREHOLDERS and PRB have provided,
            or will provide prior to Closing, a complete and accurate
            list and summary description of all patents issued to
            PBB.  PRB 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, PRB 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 PRB has been or is now
            involved in any interference, reissue, reexamination, or
            opposition proceeding. To PRB and the PRINCIPAL
            SHAREHOLDERS' Knowledge, there is no potentially
            interfering patent or patent application of any third
            party.
  
            (iv) To the PRINCIPAL SHAREHOLDER's Knowledge, no Patent
            issued to PRB is infringed or, to PRB and the PRINCIPAL
            SHAREHOLDERS' Knowledge, has been challenged or
            threatened in any way.  To the PRINCIPAL SHAREHOLDERS
            Knowledge, none of the products manufactured and sold,
            nor any process or know-how used, by PRB 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 PRB have been marked with the proper patent
            notice.
  
       (e)  Trademarks
  
            (i)  The trade name "PRB Associates" is the only Mark
            used by PRB.
  
            (ii) No Marks  have been registered by PRB with the
            United States Patent and Trademark Office.
  
       (f)  Copyrights
       
            PRB has all copyrights granted by law with respect
            original works created by PRB.
  
       (g)  Trade Secrets
  
            (i)  PRB has taken commercially reasonable precautions to
            protect the secrecy, confidentiality, and value of its
            material Trade Secrets.
  
            (iii)     PRB has good title and right to use the Trade
            Secrets. The material Trade Secrets owned by PRB are not
            part of the public knowledge or literature.  To the
            Knowledge of the PRINCIPAL SHAREHOLDERS, no material
            Trade Secret owned by PRB is subject to any adverse claim
            or has been challenged or threatened in any way.
  
  3.23 CERTAIN PAYMENTS
  
  Neither PRB or any director, officer, agent, or employee of PRB, or
  to PRB and the PRINCIPAL SHAREHOLDERS' Knowledge, any other Person
  associated with or acting for or on behalf of PRB, 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 PRB.
  
  3.24 DISCLOSURE
  
       (a)  No representation or warranty of PRB and the PRINCIPAL
       SHAREHOLDERS in this Agreement omits to state a material fact
       necessary to make the statements herein or therein, in light
       of the circumstances in which they were made, not materially
       misleading.
  
       (b)  No notice given pursuant to Section 5.5 will contain any
       untrue statement or omit to state a material fact necessary to
       make the statements therein or in this Agreement, in light of
       the circumstances in which they were made, not materially
       misleading.
  
  3.25 RELATIONSHIPS WITH RELATED PERSONS
  
  Except for the lease of PRB's headquarters and related premises
  (the "PRB Lease"), no PRINCIPAL SHAREHOLDER or any Related Person
  of a PRINCIPAL SHAREHOLDER or of PRB has, or has had, any interest
  in any property (whether real, personal, or mixed and whether
  tangible or intangible), used in or pertaining to PRB's businesses.
  Except for the PRB Lease, neither PRB nor any Related Person of a
  PRINCIPAL SHAREHOLDER or of PRB 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 PRB, or (ii)
  engaged in competition with PRB with respect to any line of the
  products or services of PRB (a "Competing Business") in any market
  presently served by PRB 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.
  
  3.26 BROKERS OR FINDERS
  
  The PRINCIPAL  SHAREHOLDERS, PRB 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.
  
                             ARTICLE IV
               REPRESENTATIONS AND WARRANTIES OF CRI
  
  CRI represents and warrants to the PRINCIPAL  SHAREHOLDERS 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 and corporate
  certifications (collectively, the "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 the CRI's
  Closing Documents and to perform its obligations under this
  Agreement and the CRI's Closing Documents.
  
  4.3    TRANSACTION FINANCING
  
  CRI will use Commercially Reasonable Efforts to obtain a
  satisfactory financing commitment with an institutional lender
  within thirty (30) days after the signing of this Agreement.  The
  obligation of CRI to complete the acquisition is subject to its
  obtaining asset-based financing in the amount of at least twenty
  million and 00/100 dollars ($20,000,000) bearing an interest rate
  of not greater than eight and one-half percent (8.5%) fixed, or a
  variable rate tied to prime plus one-half percent (prime +.5%), and
  a repayment term of not less than seven (7) years.  At the present
  time, CRI is in receipt of a written proposal from its existing
  institutional lender which nominally meets the above-mentioned
  criteria, however, this proposal does not constitute a financing
  commitment by this institutional lender.  If CRI has not been able
  to obtain such financing commitment within thirty (30) days and has
  not waived such condition, the PRINCIPAL SHAREHOLDERS may terminate
  this Agreement on written notice.
  
  4.4    INVESTMENT INTENT
  
  CRI is acquiring the Shares for its own account and not with a view
  to their distribution within the meaning of Section 2(11) of the
  Securities Act.
  
  4.5    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.
  
  4.6    BROKERS OR FINDERS
  
  CRI has utilized the services of the investment banking firm of
  Houlihan Lokey Howard & Zukin in relation to the transaction
  contemplated by this Agreement.  CRI, not PRB or the PRINCIPAL
  SHAREHOLDERS, shall be solely responsible for any brokerage or
  finders' fees or agents' commissions charged by Houlihan Lokey
  Howard & Zukin relative hereto.
  
  4.7  HART-SCOTT REPRESENTATIONS
  
  Immediately prior to the Closing Date, the "total assets" and the
  "annual net sales" of CRI (as those terms are used in the Hart-
  Scott-Rodino Antitrust Improvements Act of 1976, as amended) will
  not equal or exceed one hundred million dollars ($100,000,000).
  
                             ARTICLE V
   COVENANTS OF THE PRINCIPAL  SHAREHOLDERS PRIOR TO CLOSING DATE
  
  5.1    ACCESS AND INVESTIGATION
  
  Between the date of this Agreement and the Closing Date, the
  PRINCIPAL  SHAREHOLDERS will, and will cause PRB and its
  Representatives to, (a) afford CRI and its Representatives and
  prospective lenders and their Representatives (collectively, "CRI's
  Advisors") full and free access to PRB's personnel, 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 as access
  imposed by governmental security regulations.  All CRI advisors
  shall agree to be subject to reasonable confidentiality agreements.
  
  5.2    OPERATION OF THE BUSINESSES OF PRB
  
  Between the date of this Agreement and the Closing Date, the
  PRINCIPAL  SHAREHOLDERS and PRB will, and will cause PRB to:
  
         (a)     conduct the business of PRB 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;
  
         (b)     use their Commercially Reasonable Efforts to
         preserve intact the current business organization of PRB,
         keep available the services of the current officers,
         employees, and agents of PRB, and maintain the relations and
         good will with suppliers, customers, landlords, creditors,
         employees, agents, and others having business relationships
         with PRB;
  
         (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 PRB.
  
  5.3    NEGATIVE COVENANT
  
  Except as otherwise expressly permitted by this Agreement, between
  the date of this Agreement and the Closing Date, PRB and the
  PRINCIPAL  SHAREHOLDERS will not, and will cause PRB 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
  3.16 is likely to occur.
  
  5.4    REQUIRED APPROVALS
  
  As promptly as practicable after the date of this Agreement, the
  PRINCIPAL  SHAREHOLDERS will, and will cause PRB to, obtain
  approval of PRB'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. Between the date of this Agreement and
  the Closing Date, PRB and the PRINCIPAL  SHAREHOLDERS will, and
  will cause PRB 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.
  
  5.5  NOTIFICATION
  
       (a)  Between the date of this Agreement and the Closing
       Date, PRB and each PRINCIPAL  SHAREHOLDER will
       promptly notify CRI in writing if such PRINCIPAL
       SHAREHOLDER or PRB becomes aware of any fact or
       condition that causes or constitutes a Breach of any
       of PRB and/or the PRINCIPAL  SHAREHOLDERS'
       representations and warranties as of the date of
       this Agreement, or if  PRB 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 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, PRB and/or each
       PRINCIPAL SHAREHOLDER will promptly notify CRI of
       the occurrence of any Breach of any covenant of PRB
       and/or the PRINCIPAL  SHAREHOLDERS in this Section 5
       or of the occurrence of any event that may make the
       satisfaction of the conditions in Section 7
       impossible or unlikely.
  
       (b)  CRI shall promptly notify PRB and the PRINCIPAL SHAREHOLDERS
       if it becomes aware form any source other than disclosure by PRB or
       the PRINCIPAL SHAREHOLDERS or a Breach by PRB or any of the
       PRINCIPAL SHAREHOLDERS of any of their representations and
       warranties.  If CRI shall Close with Knowledge of such a Breach, it
       shall be deemed to have waived the Breach.
            
       (c)  Between the date of this Agreement and the Closing Date, CRI
       will promptly notify PRB and each PRINCIPAL SHAREHOLDER in writing
       if any executive officers of CRI become aware of any fact or
       condition that causes or constitutes a 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 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 PRB and each PRINCIPAL SHAREHOLDER of the
       occurrence of any Breach of and covenant of  Section 4 of this
       Agreement or of the occurrence of any event that may make the
       satisfaction of the conditions in Section 6 impossible or unlikely.
       
  5.6    PAYMENT OF INDEBTEDNESS BY RELATED PERSONS
  
  Except as expressly provided in this Agreement, the PRINCIPAL
  SHAREHOLDERS will cause all indebtedness owed to PRB by either any
  PRINCIPAL  SHAREHOLDER or any Related Person of any PRINCIPAL
  SHAREHOLDER 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 9,  PRB and/or the PRINCIPAL  SHAREHOLDERS will not, and
  will cause PRB 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 PRB, or any of the
  capital stock of PRB, or any merger, consolidation, business
  combination, or similar transaction involving PRB.
  
  5.8    COMMERCIALLY REASONABLE EFFORTS
  
  Between the date of this Agreement and the Closing Date, PRB and
  the PRINCIPAL  SHAREHOLDERS will use  Commercially Reasonable
  Efforts to cause the conditions in Sections 7 and 8 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. Between the date of this
  Agreement and the Closing Date, CRI will, and will cause each
  Related Person to, cooperate with the PRINCIPAL  SHAREHOLDERS with
  respect to all filings that the PRINCIPAL  SHAREHOLDERS are
  required by Legal Requirements to make in connection with the
  Contemplated Transactions, and (ii) cooperate with PRINCIPAL
  SHAREHOLDERS 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.  Notwithstanding the foregoing terms
  of this Section 6.1, neither PRB nor the PRINCIPAL SHAREHOLDERs
  shall have any obligation to obtain a novation of any government
  contract.
  
  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 Sections 7 and 8 to
  be satisfied.
  
                            ARTICLE VII
         CONDITIONS PRECEDENT TO CRI'S OBLIGATION TO CLOSE
  
  CRI's obligation to purchase the Shares and to take the other
  actions required to be taken by CRI 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 CRI, in whole
  or in part):
  
  7.1    ACCURACY OF REPRESENTATIONS
  
         (a)     All of PRB's and the PRINCIPAL  SHAREHOLDERS'
         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.  An
         inaccuracy as to a representation or warranty (considered
         either individually or collectively) will be deemed to be
         material if such inaccuracy will, or could reasonably be
         expected to, have an adverse effect on the business,
         operations, or financial condition of PRB in amount of
         $10,000 or more.
  
         (b)     Each of PRB's and the PRINCIPAL  SHAREHOLDERS'
         representations and warranties in Sections 3.3, 3.4, 3.12,
         and 3.24 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    PRB AND THE PRINCIPAL SHAREHOLDERS' PERFORMANCE
  
         (a)     All of the covenants and obligations that PRB and
         the PRINCIPAL  SHAREHOLDERS are 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 duly performed and complied with in all material
         respects.
  
         (b)     Each document required to be delivered pursuant to
         Section 2.4 must have been delivered, and each of the other
         covenants and obligations in Sections 5.4 and 5.8 must have
         been performed and complied with in all respects.
  
  7.3    CONSENTS
  
  Each of the Consents identified in  Section 4.2, must have been
  obtained and must be in full force and effect.
  
  7.4    ADDITIONAL DOCUMENTS
  
  Each of the following documents must have been delivered to CRI:
  
         (a)     an opinion of Counsel to the PRINCIPAL  SHAREHOLDERS
         and PRB, dated the Closing Date, which is reasonably
         acceptable to CRI and its legal counsel;
  
         (b)     such other documents as CRI may reasonably request
         for the purpose of (i) enabling its counsel to provide the
         opinion referred to in Section 8.4(a), (ii) evidencing the
         accuracy of any of PRB and/or the PRINCIPAL  SHAREHOLDERS'
         representations and warranties, (iii) evidencing the
         performance by either PRB, or the compliance by any
         PRINCIPAL  SHAREHOLDER with, any covenant or obligation
         required to be performed or complied with by PRB and/or such
         PRINCIPAL  SHAREHOLDER, (iv) evidencing the satisfaction of
         any condition referred to in this Section 7, or
         (v) otherwise facilitating the consummation or performance
         of any of the Contemplated Transactions.
  
  7.5    NO PROCEEDINGS
  
  Since the date of this Agreement, there must not have been
  commenced or threatened against CRI, or against any Person
  affiliated with CRI, any Proceeding (a) involving any challenge to,
  or seeking damages or other relief in connection with, any of the
  Contemplated Transactions, or (b) that may have the effect of
  preventing, delaying, making illegal, or otherwise interfering with
  any of the Contemplated Transactions.
  
  7.6    NO CLAIM REGARDING STOCK OWNERSHIP OR SALE PROCEEDS
  
  Except as disclosed in the PRB Disclosure Letter, there must not
  have been made or Threatened by any Person any claim asserting that
  such Person (a) is the holder or the beneficial owner of, or has
  the right to acquire or to obtain beneficial ownership of, any
  stock of, or any other voting, equity, or ownership interest in,
  any of PRB, or (b) is entitled to all or any portion of the
  Purchase Price payable for the Shares.
  
  7.7    NO PROHIBITION
  
  Neither the consummation nor the performance of any of the
  Contemplated Transactions will, directly or indirectly (with or
  without notice or lapse of time), materially contravene, or
  conflict with, or result in a material violation of, or cause CRI
  or any Person affiliated with CRI to suffer any material adverse
  consequence under, (a) any applicable Legal Requirement or Order,
  or (b) any Legal Requirement or Order that has been published,
  introduced, or otherwise proposed by or before any Governmental
  Body.
  
  7.8    FINANCING
  
  CRI's obligation to complete the Acquisition would be subject to
  its obtaining asset-based financing in the amount of at least $20
  million bearing an interest rate of not greater than 8.5% fixed, or
  a variable rate tied to prime at prime plus 1/2%, and a repayment
  term of not less than 7 years.  Currently, CRI is in receipt of a
  written proposal from its existing institutional lender which
  nominally meets the criteria set forth in this Section 7.8,
  however, this proposal does not constitute a financing commitment.
  CRI will use Commercially Reasonable Efforts to obtain a commitment
  of satisfactory financing within thirty (30) days of the date of
  signing of this Agreement.  If such commitment in a form reasonably
  satisfactory to CRI is not obtained or waived by CRI within such
  thirty (30) day period, the PRINCIPAL SHAREHOLDERS may terminate
  this Agreement.
  
                            ARTICLE VIII
         CONDITIONS PRECEDENT TO PRINCIPAL SHAREHOLDERS'
                          OBLIGATION TO CLOSE
  
  The PRINCIPAL  SHAREHOLDERS' obligation to sell, or to cause the
  sale of, the Shares and to take the other actions required to be
  taken by PRB and/or the PRINCIPAL  SHAREHOLDERS 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 PRB and the
  PRINCIPAL  SHAREHOLDERS, 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.  An inaccuracy as to a representation or
  warranty (considered either individually or collectively) will be
  deemed to be material if such inaccuracy will, or could reasonably
  be expected to, have an adverse effect on the business, operations,
  or financial condition of CRI in the amount of $10,000 or more.
  
  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 2.4 and
         must have made the cash payments required to be made by CRI
         pursuant to Sections 2.4(b)(i) and 2.4(b)(ii).
  
         (c)     PRB currently leases its principal office located at
         43865 Airport View Drive, Hollywood, MD 20636 from Southern
         Maryland Property Management Associates (?SMPMA?), an entity
         controlled by the PRINCIPAL  SHAREHOLDERS under a lease
         agreement dated 1 March 1997.  At Closing, CRI shall cause
         PRB to enter into a new lease agreement with SMPMA on
         substantially the same provisions as the current lease
         except that the term of the new lease shall be three years
         and the  "triple net" annual rent shall be fixed at $15.90
         per square foot, per year, for the term of the lease.  The
         new lease agreement shall be substantially in the form of
         Exhibit 8.2(c) hereto.
  
  8.3    CONSENTS
  
  Each of the Consents identified in Sections 6.1 and 6.2 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    ADDITIONAL DOCUMENTS
  
  CRI must have caused the following documents to be delivered to the
  PRINCIPAL  SHAREHOLDERS:
  
         (a)     an opinion of Counsel to CRI, dated the Closing
         Date, which is reasonably satisfactory to the PRINCIPAL
         SHAREHOLDERS and their legal counsel; and
  
         (b)     such other documents as PRINCIPAL  SHAREHOLDERS may
         reasonably request for the purpose of (i) enabling their
         counsel to provide the opinion referred to in
         Section 7.4(a), (ii) evidencing the accuracy of any
         representation or warranty of CRI, (iii) evidencing the
         performance by CRI of, or the compliance by CRI with, any
         covenant or obligation required to be performed or complied
         with by CRI, (ii) evidencing the satisfaction of any
         condition referred to in this Section 8, or (v) otherwise
         facilitating the consummation of any of the Contemplated
         Transactions.
  
  8.5    NO INJUNCTION
  
  There must not be in effect any Legal Requirement or any injunction
  or other Order that (a) prohibits the sale of the Shares by the
  PRINCIPAL  SHAREHOLDERS and other PRB shareholders to CRI, and
  (b) has been adopted or issued, or has otherwise become effective,
  since the date of this Agreement.
  
                             ARTICLE IX
                            TERMINATION
  
  9.1    TERMINATION EVENTS
  
  This Agreement may, by notice given prior to or at the Closing, be
  terminated:
  
         (a)     by either CRI, PRB or the PRINCIPAL  SHAREHOLDERS if
         a material Breach of any provision of this Agreement has
         been committed by the other party and such Breach has not
         been waived;
  
         (b)     (i) by CRI if any of the conditions in Section 7 has
         not been satisfied as of the Closing Date 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 PRB and/or the
         PRINCIPAL  SHAREHOLDERS, if any of the conditions in Section
         8 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 PRB and/or the PRINCIPAL
         SHAREHOLDERS to comply with their obligations under this
         Agreement) and PRB and the PRINCIPAL  SHAREHOLDERS have not
         waived such condition on or before the Closing Date;
  
         (c)     by mutual consent of CRI, PRB and the PRINCIPAL
         SHAREHOLDERS; or
  
         (d)     by either CRI, PRB or the PRINCIPAL  SHAREHOLDERS 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 May 15, 1998, 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 certificate delivered pursuant to Section 2.4(a)(v),
  and any other certificate or document delivered pursuant to this
  Agreement will survive the Closing. The right to indemnification,
  payment of Damages or other remedy based on such representations,
  warranties, covenants, and obligations will  be affected by any
  investigation conducted with respect to, or any Knowledge acquired
  at any time, whether before or after the execution and delivery of
  this Agreement and prior to the Closing Date, with respect to the
  accuracy or inaccuracy of or compliance with, any such
  representation, warranty, covenant, or obligation.
  
  10.2   INDEMNIFICATION AND PAYMENT OF DAMAGES BY PRINICPAL
         SHAREHOLDERS
  
  The PRINCIPAL  SHAREHOLDERS, jointly and severally, will indemnify
  and hold harmless CRI, PRB, and their respective Representatives,
  stockholders, controlling persons, and affiliates (collectively,
  the "Indemnified Persons") for, and will pay to the 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) 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
         the PRINCIPAL  SHAREHOLDERS in this Agreement, or any other
         certificate or document delivered by the PRINCIPAL
         SHAREHOLDERS pursuant to this Agreement;
  
         (b)     any Breach of any representation or warranty made by
         the PRINCIPAL  SHAREHOLDERS in this Agreement as if such
         representation or warranty were made on and as of the
         Closing Date without, other than any such Breach that is
         disclosed and is expressly identified in the certificate
         delivered pursuant to Section 2.4(a)(v) as having caused the
         condition specified in Section 7.1 not to be satisfied;
  
         (c)     any Breach by the PRINCIPAL  SHAREHOLDER of any
         covenant or obligation of such the PRINCIPAL  SHAREHOLDER in
         this Agreement;
  
         (d)     any product shipped or manufactured by PRB prior to
         the Closing Date; 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 any
         such Person with the PRINCIPAL  SHAREHOLDER or PRB (or any
         Person acting on their behalf) in connection with any of the
         Contemplated Transactions.
  
  Excluding any claims for fraud, unpaid taxes, ERISA issues and
  environmental issues as set forth herein ("Excluded Matters") with
  respect to which no limit shall apply, the liability of the
  PRINCIPAL SHAREHOLDERS under this Agreement shall be limited  soley
  to a right of set off by CRI against the Promissory 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 the Promissory Notes and before any claims are made against
  the PRINCIPAL SHAREHOLDERS with respect to the Excluded Matters.
  
  The remedies provided in this Section 10.2 are exclusive  and limit
  any other remedies that may be available to CRI or the other
  Indemnified Persons.
  
  10.3   INDEMNIFICATION AND PAYMENT OF DAMAGES BY CRI
  
  CRI will indemnify and hold harmless PRB and the PRINCIPAL
  SHAREHOLDERS, and will pay to the PRINCIPAL  SHAREHOLDERS 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, or (c) 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.
  
                             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.  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.  In the event of Closing
         under this Agreement reasonable expenses of the PRINCIPAL
         SHAREHOLDERS related to the transactions contemplated by the
         Agreement shall be paid by PRB and properly recorded on the
         financial statement of PRB as of the Closing.
  
         (b)     CRI, PRB and the PRINCIPAL  SHAREHOLDERS 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.   The
         PRINCIPAL  SHAREHOLDERS shall be solely responsible for any
         personal income taxes resulting from this Agreement and the
         Contemplated Transactions.
  
  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 PRB and the PRINCIPAL  SHAREHOLDERS shall, and
  shall cause PRB to, keep this Agreement strictly confidential and
  may not make any disclosure of this Agreement to any Person.  The
  PRINCIPAL  SHAREHOLDERS and CRI will consult with each other
  concerning the means by which PRB's employees, customers, and
  suppliers and others having dealings with PRB 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, PRB
  and the PRINCIPAL  SHAREHOLDERS will maintain in confidence, and
  will cause the directors, officers, employees, agents, and advisors
  of CRI and PRB to maintain in confidence, any written, oral, or
  other information obtained in confidence from another party or PRB
  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):
  
  PRB Associates, Inc.
  43865 Airport View Drive
  Hollywood, MD 20636
  Attention:  Lawrence M. Schadegg
  Facsimile No.:  (301) 373-3421
  
  Roger A Klein, Esq.
  Howrey & Simon
  1299 Pennsylvania Avenue, NW
  Washington, DC 20004
  Facsimile No.:  (202) 383-6610
  
  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:  Randy C. Fahs
  Facsimile No.:  (716) 677-0014
  
  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   FURTHER ASSURANCES
  
  The parties agree:
  
         (a)     to furnish upon request to each other such further
         information,
  
         (b)     to execute and deliver to each other such other
         documents, and
  
         (c)     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.
  
  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
  between CRI, PRB and the PRINCIPAL  SHAREHOLDERS dated March 17,
  1998) and constitutes (along with the documents referred to in this
  Agreement) a complete and exclusive statement of the terms of the
  agreement between 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
  
  Neither party 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. 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.                 PRB ASSOCIATES, INC.
  
  By: ______________________             By:_____________________
  
  Title:_____________________            Title:____________________
  
  Date:_____________________             Date:____________________
  
  THE PRINCIPAL SHAREHOLDERS
  
  __________________     ______  ___________________     ______
  Lawrence M. Schadegg   Date    Richard A. Bos          Date
  
  __________________     ______  ___________________     ______
  James N. Agamaite      Date    Allan D. Crane          Date
  
  __________________     ______
  Daniel T. Doherty      Date
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 144239}]
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": "98632947"}, "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)
  
                            May 14, 1998
  
                        COMPTEK RESEARCH, INC.
       --------------------------------------------------------
          (Exact Name of Registrant as Specified in Charter)
            
        New York             1-8502              16-0959023
  -------------------    -------------     -----------------------
    (State of Other     (Commission          (IRS Employer Identi-
    Jurisdiction of      File Number          fication No.)
     Incorporation)                     
  
   2732 Transit Road, Buffalo, New York            14224-2523
  ----------------------------------------        -----------
  (Address of Principal Executive 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   May   14,  1998,  Comptek  Research,   Inc.   (the
            "Company"),   concluded   the   acquisition   of    PRB
            Associates, Inc. ("PRB"), a privately held supplier  of
            military mission planning systems.  The acquisition was
            accomplished by the purchase of all outstanding  shares
            of  PRB  for  $19  million in cash and  $1  million  in
            promissory notes.  PRB will maintain a principal  place
            of business in Hollywood, Maryland and will be operated
            as  a  wholly-owned  subsidiary of  the  Company.   The
            amount of consideration paid was based upon arms-length
            negotiations  between the Company and the  Shareholders
            of   PRB.   The  principal  shareholders  of  PRB  were
            Lawrence  M.  Schadegg, James N. Agamaite,  Richard  A.
            Bos,  Allan  D.  Crane,  and  Daniel  T.  Doherty.   In
            connection  with  completing  the  transaction  Messrs.
            Schadegg,  Crane, and Doherty entered  into  three-year
            employment  agreements  with PRB  providing  for  their
            continued  service as officers of PRB, as a  subsidiary
            of the Company.
            
            In connection with the completion of the acquisition,
            the Company's existing credit facility with
            Manufacturers and Traders Trust Company ("M&T Bank")
            was restructured and a new facility was established
            with M&T Bank and KeyBank National Association for use
            by the Company and its subsidiaries to fund the
            acquisition and provide working capital.  Prior to the
            acquisition, the Company's credit facility consisted of
            (i) a revolving credit agreement with a maximum
            borrowing line of $10,000,000 and (ii) a five-year term
            loan which was used to finance the Company's
            acquisition of Advanced Systems Development, Inc. in
            March 1996.   On March 31, 1998, the Company had
            approximately $550,000 outstanding on the revolving
            credit agreement and a balance of $3,000,000 on the
            five-year term loan.
  
            The Company's credit facility has been revised, as
            follows:
  
            (a)  A new, $12,000,000 revolving credit agreement
            bearing interest at the prime rate or 1.5% above LIBOR
            (at the Company's option).  Borrowings under this
            agreement mature March 31, 2001.    Subsequent to the
            acquisition, approximately $4,000,000 was outstanding
            with the remaining available for working capital
            requirements.
  
            (b)  A new, $15,000,000 seven-year term loan bearing
            interest at 1.75% above LIBOR with monthly principal
            payments beginning in July 1998.   Principal payments
            are based upon a ten-year amortization with a final
            principal payment due at the end of the term for the
            outstanding principal amount.
  (c)  Continuation of the March 1996 five-year term
            loan, with an outstanding balance of $3,000,000 as of
            March 31, 1998, bearing interest at a fixed rate of
            8.5% and a maturity date of March 31, 2001.
  
            The entire credit facility is secured by
            substantially all of the Company's assets, and is
            guaranteed by the Company's subsidiaries, including PRB.
  
            The acquisition of PRB will be accounted for as a
            purchase as of May 1, 1998.  The Company intends to
            continue the operations of the business of PRB and to use
            the assets and facilities of PRB in furtherance of such
            operations.
  
  Item 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL  INFORMATION
            AND EXHIBITS.
  
  (a) and (b).   It is currently impracticable to file the required
                 financial statements  for the business acquired, as
                 well as  the  required pro-forma  financial
                 information  with respect to the acquisition at the
                 time that this report was filed.  This information
                 will be filed within sixty (60) days after this
                 Current Report on Form 8-K is required to be filed.
  
  (c).           The following exhibits are filed as  part of this
                 report:
  
                 Exhibit 2.  Stock Purchase Agreement, dated May 8,
                 1998 by and among  Comptek Research, Inc., and PRB
                 Associates, Inc., and Lawrence M. Schadegg, James N.
                 Agamaite, Richard A. Bos, Allan D. Crane, and Daniel
                 T. Doherty.
  
                 Exhibit 99.  News Release dated May 14,
                 1998, issued by the Company announcing completion of
                 the acquisition of PRB Associates, 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:   May 26, 1998              By: /s/John J. Sciuto
          ----------------              --------------------------
                                        John J. Sciuto
                                        Chairman, President and CEO
  Exhibits Attached to Stock Purchase Agreement
  
  Exhibit 2.4(a)(ii)  --   Form of Releases
  
  Exhibit 2.4(a)(iii) --   Form of Employment Agreements
  
  Exhibit 2.4(a)(iv)  --   Form of Non-Competition Agreements
  
  Exhibit 2.4(b) --   Form of Non-Negotiable Promissory Notes
  
  The above Exhibits to the Stock Purchase Agreement are omitted and
  will be filed with the Commission upon request.
  Stock Purchase Agreement
  
       THIS AGREEMENT, made as of May 8, 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"), and PRB Associates, Inc.,
  a Maryland corporation having an office and principal place of
  business at 43865 Airport View Drive, Hollywood, Maryland 20636
  (hereinafter referred to as "PRB"), and LAWRENCE M. SCHADEGG, JAMES
  N. AGAMAITE, RICHARD A. BOS, ALLAN D. CRANE and DANIEL T. DOHERTY
  (hereinafter collectively referred to as the "PRINCIPAL
  SHAREHOLDERS').
  
                       W I T N E S S E T H :
  
       WHEREAS, the PRINCIPAL   SHAREHOLDERS and all of the "Other
  Shareholders" of PRB, as that term is defined herein, desire to
  sell, and CRI desires to purchase, all of the issued and
  outstanding shares (the "Shares") of capital stock of PRB, for the
  consideration and on the terms set forth in this Agreement, and
  
       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 PRB, 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:
  
  "Adjustment Amount"-- shall mean any amount by which the Book Value
  as of the Closing Date is less than nine million and 00/100 dollars
  ($9,000,000).
  
  "Applicable Contract"--any Contract (a) under which PRB has or may
  acquire any rights, (b) under which PRB has or may become subject
  to any obligation or liability, or (c) by which PRB or any of the
  assets owned or used by it is or may become bound.
  
  "Balance Sheet"--as defined in Section 3.4.
  
  "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 PRB's total shareholders' equity
  determined in accordance with GAAP.
  
  "Breach"--a "Breach" of a representation, warranty, covenant,
  obligation, or other provision of this Agreement or any instrument
  delivered pursuant to this Agreement 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 PRB certified by PRB's chief executive officer and
  PRB'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 PRB as of the date
  thereof and the result of its operations and changes in financial
  position for the periods then ended.
  
  "Closing"--as defined in Section 2.3.
  
  "Closing Date"--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 2.6(a).
  
  "Commercially Reasonable Efforts"--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"--any approval, consent, ratification, waiver, or other
  authorization (including any Governmental Authorization).
  
  "Contemplated Transactions"--all of the transactions contemplated
  by this Agreement, including:
  
       (a)  the sale of the Shares to CRI;
  
       (b)  the execution, delivery, and performance of the
       Promissory Note, the Employment Agreements, the Noncompetition
       Agreements and the PRINCIPAL   SHAREHOLDERS' Releases;
  
       (c)  the performance by CRI, PRB, and the PRINCIPAL
       SHAREHOLDERS of their respective covenants and obligations
       under this Agreement; and
       
       (d)  CRI's acquisition and ownership of the Shares and
       exercise of control over PRB.
  
  "Contract"--any agreement, contract, obligation, promise, or
  undertaking (whether written or oral and whether express or
  implied) that is legally binding.
  
  "Damages"--as defined in Section 10.2.
  
  "DCAA"--the United States of America Defense Contract Audit Agency.
  
  "DCAA Compensation Audit"-A claim that the DCAA has asserted
  relating to the payment of executive compensation  for the PRB
  1993, 1994 and 1995 fiscal years which has been resolved to the
  mutual satisfaction of PRB and the United States Government.
  
  "Employment Agreements"--as defined in Section 2.4(a)(iii).
  
  "Encumbrance"--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"--soil, land surface or subsurface strata, surface
  waters (including navigable waters, ocean waters, streams, ponds,
  drainage basins, and wetlands), groundwaters, drinking water
  supply, stream sediments, ambient air (including indoor air), plant
  and animal life, and any other environmental medium or natural
  resource.
  
  "Environmental, Health, and Safety Liabilities"--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, or safety matters or
       conditions (including on-site or off-site contamination,
       occupational safety and health, and  regulation of chemical
       substances or products);
  
       (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.
  ? 9601 et seq., as amended ("CERCLA").
  
  "Environmental Law"--any Legal Requirement that requires or relates
  to:
  
       (a)  advising appropriate authorities, employees, and the
       public of intended or actual releases of pollutants or
       hazardous substances or materials, violations of discharge
       limits, or other prohibitions and of the commencements of
       activities, such as resource extraction or construction, that
       could have significant impact on the Environment;
  
       (b)  preventing or reducing to acceptable levels the release
       of pollutants or hazardous substances or materials into the
       Environment;
  
       (c)  reducing the quantities, preventing the release, or
       minimizing the hazardous characteristics of wastes that are
       generated;
  
       (d)  assuring that products are designed, formulated,
       packaged, and used so that they do not present unreasonable
       risks to human health or the Environment when used or disposed
       of;
  
       (e)  protecting resources, species, or ecological amenities;
  
       (f)  reducing to acceptable levels the risks inherent in the
       transportation of hazardous substances, pollutants, oil, or
       other potentially harmful substances;
  
       (g)  cleaning up pollutants that have been released,
       preventing the threat of release, or paying the costs of such
       clean up or prevention; or
  
       (h)  making responsible parties pay private parties, or groups
       of them, for damages done to their health or the Environment,
       or permitting self-appointed representatives of the public
       interest to recover for injuries done to public assets.
  
  "ERISA"--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.
  
  "Facilities"--any real property, leaseholds, or other interests
  currently or formerly owned or operated by PRB and any buildings,
  plants, structures, or equipment (including motor vehicles)
  currently or formerly owned or operated by PRB.
  
  "GAAP"--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 3.4
  were prepared.
  
  "Governmental Authorization"--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.
  
  "Governmental Body"--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.
  
  "Hazardous Activity"--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, and any other act, business,
  operation, or thing that increases the danger  or poses an
  unreasonable risk of harm to persons or property on or off the
  Facilities, or that may affect the value in a material and adverse
  way of the Facilities or PRB.
  
  "Hazardous Materials"--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.
  
  "Intellectual Property Assets" --as defined in Section 3.22.
  
  "Interim Balance Sheet"--as defined in Section 3.4.
  
  "IRC"--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"--the United States Internal Revenue Service or any successor
  agency, and, to the extent relevant, the United States Department
  of the Treasury.
  
  "Knowledge"--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.  (As applied to the PRINCIPAL SHAREHOLDERS,
  each PRINCIPAL SHAREHOLDER will be deemed to have the "Knowledge"
  of each other PRINCIPAL SHAREHOLDER.)
  
  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, as a director, officer, partner, executor, or
  trustee of such Person (or in any similar capacity) has, Knowledge
  of such fact or other matter.
  
  "Legal Requirement"--any federal, state, local, municipal, foreign,
  international, multinational, or other administrative order,
  constitution, law, ordinance, principle of common law, regulation,
  statute, or treaty.
  
  "Liability Basket"-shall mean a $125,000 deductible to be utilized
  to off-set claims by CRI under this Agreement.
  
  "Liability Cushion"--shall mean any increase above nine million and
  00/100 dollars ($9,000,000) in the Book Value of PRB on the Closing
  Date, as evidenced by the Post-Closing Financial Statements.
  
  "Noncompetition Agreements"--as defined in Section 2.4(a)(iv).
  
  "Occupational Safety and Health Law"--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"--any award, decision, injunction, judgment, order, ruling,
  subpoena, or verdict entered, issued, made, or rendered in a
  proceeding with respect to which PRB 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"--(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.
  
  "Other Shareholders"-any owner of one or more Shares, excluding the
  PRINCIPAL SHAREHOLDERS.
  
  "Person"--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 3.13.
  
  "Post-Closing Financial Statements"--as defined in Section 2.6(a).
  
  "PRB Disclosure Letter"-shall mean a disclosure letter provided by
  PRB 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 PRB or the
  PRINCIPAL SHAREHOLDERS are qualified by disclosures made in the PRB
  Disclosure Letter.
  
  "PRINCIPAL SHAREHOLDERS"-Lawrence M. Schadegg, James N. Agamaite,
  Richard A. Bos, Allan D. Crane and Daniel T. Doherty (individually
  referred to as "PRINCIPAL SHAREHOLDER").
  
  "Proceeding"--any action, arbitration, audit, hearing,
  investigation, litigation, or suit (whether civil, criminal,
  administrative, investigative, or informal) relating to PRB
  commenced, brought, conducted, or heard by or before, or otherwise
  involving, any Governmental Body or arbitrator.
  
  "Promissory Notes"--the unsecured, non-negotiable and subordinated
  notes of CRI to be issued to the PRINCIPAL SHAREHOLDERS.
  
  "Reasonable Best Estimate"--means an estimate as to which there is
  a reasonable basis and in no event shall it be construed as a
  guarantee of other assurance of a future result.
  
  "Related Person"--with respect to a particular individual:
  
       (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:
  
       (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"--any spilling, leaking, emitting, discharging,
  depositing, escaping, leaching, dumping, or other releasing into
  the Environment, whether intentional or unintentional.
  
  "Representative"--with respect to a particular Person, any
  director, officer, employee, agent, consultant, advisor, or other
  representative of such Person, including legal counsel,
  accountants, and financial advisors.
  
  "Securities Act"--the Securities Act of 1933 or any successor law,
  and regulations and rules issued pursuant to that Act or any
  successor law.
  
  "Shares"--as defined in the Recitals of this Agreement.
  
  "SHAREHOLDERS' Releases"--as defined in Section 2.4.
  
  "Subsidiary"--with respect to any Person (the "Owner"), 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 PRB.
  
  "Tax Return"--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"--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"--a claim, Proceeding, dispute, action, or other matter
  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
                SALE AND TRANSFER OF SHARES; CLOSING
  
  2.1  SHARES
  
  Subject to the terms and conditions of this Agreement, at the
  Closing, the PRINCIPAL   SHAREHOLDERS will sell and transfer, and
  cause to be sold and transferred, all of the Shares to CRI, and CRI
  will purchase all of the Shares.
  
  2.2  PURCHASE PRICE
  
  The purchase price (the "Purchase Price"), subject to adjustment
  provided for in Sections 2.5 and 2.6, for the Shares will be twenty
  million and 00/100 dollars ($20,000,000) including the Promissory
  Notes in the principal amount up to one million and 00/100 dollars
  ($1,000,000), to be paid as follows:
  
       (a)  (i)  At the Closing CRI will pay the PRINCIPAL
            SHAREHOLDERS and the Other Shareholders  the sum of
            nineteen million and 00/100 dollars ($19,000,000)  or
            more in cash (the "Cash") by either corporate checks
            issued by CRI or wire transfers to bank accounts
            designated by the PRINCIPAL SHAREHOLDERS;
  
            (ii) At the Closing CRI will execute and deliver to the PRINCIPAL
            SHAREHOLDERS Promissory Notes of CRI in the aggregate principal
            amount of up to  one million and 00/100 dollars ($1,000,000); and
            
            (iii)     The Cash and Promissory Notes shall be
            allocated among the PRINCIPAL SHAREHOLDERS and Other
            Shareholders in the percentages set forth on Exhibit
            2.2(a)(iii) hereto.
  
       (b)  The Promissory Notes to be delivered by CRI will be
       unsecured, non-negotiable, and subordinated to CRI's bank
       debt.  The Promissory Notes will bear simple interest at the
       rate of 5.5% per annum, payable at maturity.
  
       (c)  The exact amount of Cash and Promissory Notes will be
       subject to adjustment and allocation as provided for in
       Sections 2.5 and 2.6.
  
  2.3  CLOSING
  
  The purchase and sale (the "Closing") provided for in this
  Agreement will take place at the home offices of CRI, at 10:00 a.m.
  (local time) on May 8, 1998, or on such other date not later than
  the sixtieth (60th) day after the date hereof as the Parties shall
  agree. Subject to the provisions of Section 9, 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 2.3 will not result in the termination of this Agreement
  and will not relieve any party of any obligation under this
  Agreement.
  
  2.4  CLOSING OBLIGATIONS
  
  At the Closing:
  
       (a)  The PRINCIPAL  SHAREHOLDERS will deliver, or caused to be
            delivered, to CRI:
  
            (i)  certificates representing all of the Shares, duly
            endorsed (or accompanied by duly executed stock
            powers),for transfer to CRI free and clear of all adverse
            claims;
            
            (ii) releases in the form of Exhibit 2.4(a)(ii) executed
            by each of the PRINCIPAL  SHAREHOLDERS (collectively,
            "SHAREHOLDERS' Releases");
  
            (iii)     employment agreements in the  form  attached as
            Exhibit 2.4(a)(iii), executed by PRB and such employees
            of PRB designated by CRI (collectively, "Employment
            Agreements");
  
            (iv) noncompetition agreements in the form of Exhibit
            2.4(a)(iv), executed by PRB and each of the PRINCIPAL
            SHAREHOLDERS (collectively, the "Noncompetition
            Agreements"); and
  
            (v)  a certificate executed by the PRINCIPAL
            SHAREHOLDERS representing and warranting to CRI that each
            of PRINCIPAL  SHAREHOLDERS' representations and
            warranties in this Agreement was accurate in all respects
            as of the date of this Agreement, and is accurate in all
            respects as of the Closing Date as if made on the Closing
            Date, (giving full effect to any information that was
            delivered by the PRINCIPAL  SHAREHOLDERS to CRI prior to
            the Closing Date in accordance with Section 5.5 or the
            PRB Disclosure Letter).
  
       (b)  CRI will deliver to PRINCIPAL  SHAREHOLDERS:
  
            (i)  Cash in the designated amounts by corporate checks
            or bank wire transfers  payable to the order of such
            Persons designated by the PRINCIPAL  SHAREHOLDERS;
  
            (ii) Promissory Notes in the designated amounts payable
            to such Persons designated by the PRINCIPAL  SHAREHOLDERS
            in the form of Exhibit 2.4(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 respects to the Knowledge
            of CRI as of the date of this Agreement and is accurate
            in all respects as of the Closing  as if made on the
            Closing.
  
  2.5  ADJUSTMENT AMOUNT
  
  The Purchase Price for the Shares is based, in part, on the Book
  Value of PRB being at least nine million and 00/100 dollars
  ($9,000,000) as of the Closing Date.  If the Book Value of PRB as
  reflected in the Closing Financial Statements is less than nine
  million and 00/100 dollars, 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 the
  PRINCIPAL SHAREHOLDERS' and the Other Shareholders of PRB (the "
  Initial Adjustment Amount").  Provided, however, if the Initial
  Adjustment Amount is greater than one million and 00/100 dollars
  ($1,000,000), the following terms apply:
  
       (a)  CRI may terminate this Agreement upon written notice provided
       to PRB 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 in
       accordance with the terms of Subsection (a) above, PRB 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 one million and 00/100 dollars
       ($1,000,000).
       
       (c)  The Termination Notice shall be effective to terminate
       the Agreement unless CRI provides written notice to PRB within
       five (5) days after the date of the Termination Notice that
       CRI will limit the Initial Adjustment Amount to one million
       and 00/100 dollars ($1,000,000).
       
       (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 one million and
       00/100 dollars ($1,000,000).
  
  2.6  ADJUSTMENT PROCEDURE
  
       (a)  At least three (3) business days prior to the Closing,
       the PRINCIPAL SHAREHOLDERS will prepare and will cause the
       Chief Financial Officer of PRB to certify as materially
       accurate consolidated financial statements ("Closing Financial
       Statements") of PRB for the period from December 31, 1997,
       through March 31, 1998.  Within sixty (60) days after the
       Closing Date, the PRINCIPAL SHAREHOLDERS will deliver post-
       closing consolidated financial statements of PRB prepared in
       accordance with GAAP and reviewed by Deloitte & Touche, LLP,
       PRB's certified public accountants, for the period from
       December 31, 1997 through the Closing Date (the "Post-Closing
       Financial Statements").  The Post-Closing Financial Statements
       shall include a computation of the Book Value of PRB as of the
       Closing Date and shall be certified by the Chief Financial
       Officer of PRB to be in accordance with GAAP as applied on a
       consistent basis.  The review by Deloitte & Touche, LLP, shall
       include a written report thereon.   If within thirty (30) days
       following delivery of the Post-Closing Financial Statements
       (together with the Chief Financial Officer's certification and
       Deloitte and Touche's report) to CRI, CRI has not given the
       PRINCIPAL  SHAREHOLDERS 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 Book
       Value of PRB 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 the PRINCIPAL
       SHAREHOLDERS fail to reach a mutually agreeable resolution,
       then the issues in dispute will be submitted to Price
       Waterhouse, 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 directly or through PRB after the
       Closing will bear all of the fees of the Accountants for the
       services contemplated by this Section 2.6(a).  If the
       Adjustment Amount reflects that the Purchase Price was
       inappropriately adjusted downward under the terms of Section
       2.5, an appropriate additional cash payment shall be made to
       the PRINCIPAL SHAREHOLDERS and the Other Shareholders.
  
       (b)  Eighteen (18) months after the Closing, the Promissory
       Notes, in an amount up to one million and 00/100 dollars
       ($1,000,000), would be reduced by the net amount of any
       liabilities not properly recorded on the Post-Closing
       Financial Statements, and the amount of receivables, net of
       bad debt reserve, reflected on the Post-Closing Financial
       Statements,  which are not collected in full by CRI within
       seventeen (17) months after the Closing Date.  The Promissory
       Notes referred to in this Section 2.6(b) would 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, is exhausted.
       Any uncollected accounts receivable which were reflected as
       assets on the Post-Closing Financial Statements, but which
       remain uncollected seventeen (17) months after the Closing
       Date and are actually used to offset the Promissory Notes,
       shall be assigned to the PRINCIPAL  SHAREHOLDERS to the extent
       of such offset.
       
       (c)  If at the time of final payment with respect to the
       Promissory Notes, there is any unused Liability Cushion, the
       unused amount of the Liability Cushion shall be paid to the
       PRINCIPAL SHAREHOLDERS; provided, however, that the total
       payments to the PRINCIPAL SHAREHOLDERS and Other Shareholders
       for the Shares will not exceed twenty million dollars
       ($20,000,000).
  
                            ARTICLE III
                 REPRESENTATIONS AND WARRANTIES OF
                    PRINCIPAL  SHAREHOLDERS AND PRB
  
  The PRINCIPAL  SHAREHOLDERS and PRB represent and warrant to CRI as
  follows:
  
  3.1  ORGANIZATION AND GOOD STANDING
  
       (a)  PRB 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. PRB is a 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 and the failure to qualify would have a material
       adverse effect on PRB.
  
       (b)  The PRINCIPAL  SHAREHOLDERS have delivered to CRI copies
       of the Organizational Documents of PRB, as currently in
       effect.
  
  3.2  AUTHORITY; NO CONFLICT
       
       (a)  This Agreement constitutes the legal, valid, and binding
       obligation of the PRINCIPAL SHAREHOLDERS and PRB, enforceable
       against the PRINCIPAL  SHAREHOLDERS, jointly and severally, in
       accordance with its terms. Upon the execution and delivery by
       PRINCIPAL  SHAREHOLDERS of the Employment Agreements, the
       PRINCIPAL  SHAREHOLDERS' Releases, and the Noncompetition
       Agreements (collectively, the "PRINCIPAL  SHAREHOLDERS'
       Closing Documents"), the PRINCIPAL  SHAREHOLDERS' Closing
       Documents will constitute the legal, valid, and binding
       obligations of PRINCIPAL  SHAREHOLDERS, enforceable against
       PRINCIPAL  SHAREHOLDERS in accordance with their respective
       terms. The PRINCIPAL  SHAREHOLDERS have the absolute and
       unrestricted right, power, authority, and capacity to execute
       and deliver this Agreement and the PRINCIPAL  SHAREHOLDERS'
       Closing Documents and to perform their obligations under this
       Agreement and the PRINCIPAL  SHAREHOLDERS' Closing Documents.
  
       (b)  Except as specified in 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
            PRB, or (B) any resolution adopted by the board of
            directors or the stockholders of PRB;
  
            (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 PRB or any
            PRINCIPAL  SHAREHOLDER, or any of the assets owned or
            used by PRB, 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 PRB or that otherwise
            relates to the business of, or any of the assets owned or
            used by, PRB;
  
            (iv) cause CRI or PRB to become subject to, or to become
            liable for the payment of, any Tax;
  
            (v)  cause any of the assets owned by PRB to be
            reassessed or revalued by any taxing authority or other
            Governmental Body;
  
            (vi) 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
  
            (vii)     result in the imposition or creation of any
            Encumbrance upon or with respect to any of the assets
            owned or used by PRB.
  
            Notwithstanding the foregoing terms of this Section
            3.2(b), no warranty or representation is made
            regarding whether PRB will be required to obtain a
            novation of any contracts with any Governmental Body
            as a result of the contemplated transactions except
            that to the Knowledge of the PRINCIPAL SHAREHOLDERS
            and PRB no such novation is required.  Except as to
            a result of a Breach of a representation or warranty
            by the PRINCIPAL SHAREHOLDERS or PRB, CRI assumes
            the risk that novations may be required.
  
       (c)  The PRINCIPAL  SHAREHOLDERS are acquiring the Promissory
       Notes for their own account and not with a view to their
       distribution within the meaning of Section 2(11) of the
       Securities Act. Each PRINCIPAL  SHAREHOLDER 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 PRB consist of one million five
  hundred  thousand (1,500,000) shares of common stock, par value
  $.01 per share, of which five hundred fifty-one thousand eight
  hundred  thirty (551,830) shares are issued and outstanding and
  constitute the Shares.  The PRINCIPAL  SHAREHOLDERS are or will be
  on the Closing Date the record and beneficial owners and holders of
  all of the Shares, free and clear of all Encumbrances.   Except as
  disclosed in the PRB Disclosure Letter, no legend or other
  reference to any purported Encumbrance appears upon any certificate
  representing equity securities of PRB. All of the outstanding
  equity securities of PRB have been duly authorized and validly
  issued and are fully paid and nonassessable.  Except as disclosed
  in  the PRB Disclosure Letter, there are no Contracts relating to
  the issuance, sale, or transfer of any equity securities or other
  securities of PRB. None of the outstanding equity securities or
  other securities of PRB was issued in violation of the Securities
  Act or any other Legal Requirement.
  
  3.4  FINANCIAL STATEMENTS
  
  The PRINCIPAL  SHAREHOLDERS have, or will have as soon as is
  practicable, delivered to CRI:
  
       (a)  audited consolidated balance sheets of PRB as at December
       31, 1997 (the "Balance Sheet"),  and December 31, 1996, 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 Deloitte & Touche, LLP, independent
       certified public accountants;
  
       (b)  a balance sheet for the month ended immediately prior to
       Closing (the "Interim Balance Sheet") certified by PRB's chief
       executive officer and chief financial officer.
  
  Such financial statements and notes fairly present the financial
  condition and the results of operations, changes in stockholders'
  equity, and cash flow of PRB as at the respective dates of and for
  the periods referred to in such financial statements, all in
  accordance with GAAP; the financial statements referred to in this
  Section 3.4 reflect the consistent application of such accounting
  principles throughout the periods involved.  No financial
  statements of any Person other than PRB and its Subsidiaries and
  are required by GAAP to be included in the consolidated financial
  statements of PRB.  The PRINCIPAL  SHAREHOLDERS will reasonably
  cooperate with CRI and PRB in seeking to prepare financial
  statements which comply with Regulation S-X of the Securities
  Exchange Act of 1934 so that CRI may make a timely filing on Form 8-
  K with the Securities and Exchange Commission regarding the
  completion of CRI's acquisition of PRB.
  
  3.5  BOOKS AND RECORDS
  
  The books of account, minute books, stock record books, and other
  records of PRB and its subsidiaries, all of which have been made
  available to CRI, 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 PRB contain records 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 PRB, 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. At the Closing, all of
  those books and records will be delivered into the possession of
  CRI.
  
  3.6  TITLE TO PROPERTIES; ENCUMBRANCES
  
       (a)  PRB does not own any real property.  PRB has provided, or
       will provide prior to Closing, a complete and accurate list of
       all real property leases to which PRB is a party.  PRB owns
       all the properties and assets (whether real, personal, or
       mixed and whether tangible or intangible) that they purport to
       own, including all of the properties and assets reflected in
       the Balance Sheet and the Interim Balance Sheet (except for
       assets held under capitalized leases disclosed and personal
       property sold or otherwise disposed of  since the date of the
       Balance Sheet and the Interim Balance Sheet, as the case may
       be, in the Ordinary Course of Business), and all of the
       properties and assets purchased or otherwise acquired by PRB
       since the date of the Balance Sheet (except for personal
       property acquired and sold or otherwise disposed of since the
       date of the Balance Sheet in the Ordinary Course of Business
       and consistent with past practice).
  
       (b)  All material properties and assets reflected in the
       Balance Sheet and the Interim Balance Sheet are free and clear
       of all Encumbrances  except for liens for current taxes not
       yet due and landlord's liens.
            
  3.7  CONDITION AND SUFFICIENCY OF ASSETS
  
  The buildings, plants, structures, and equipment of PRB 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 PRB are
  sufficient for the continued conduct of PRB's businesses after the
  Closing in substantially the same manner as conducted prior to the
  Closing.
  
  3.8  ACCOUNTS RECEIVABLE
  
  All accounts receivable of PRB that are reflected on the Balance
  Sheet or the Interim Balance Sheet or on the accounting records of
  PRB as of the Closing Date (collectively, the "Accounts
  Receivable") represent or will represent valid obligations arising
  from sales actually made or services actually performed 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 PRB 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 has been or will be collected in full,
  without any set-off, within seventeen (17) months from the Closing
  Date.    Except as disclosed in the PRB Disclosure Letter or as
  otherwise disclosed herein,  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
  PRINCIPAL  SHAREHOLDERS have provided to CRI 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.
  
  3.9  INVENTORY
  
  All inventory of PRB, 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
  PRB 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 a first in, first out 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 PRB.
  
  3.10 NO UNDISCLOSED LIABILITIES
  
  To the Knowledge of the PRINCIPAL  SHAREHOLDERS, PRB has no
  liabilities or obligations of any nature (whether known or unknown
  and whether absolute, accrued, contingent, or otherwise) except for
  liabilities or obligations reflected or reserved against in the
  Balance Sheet or the Interim Balance Sheet and current liabilities
  incurred in the Ordinary Course of Business since the respective
  dates thereof.
  
  3.11 TAXES
  
       (a)  PRB has filed or caused to be filed (on a timely basis
       since January 1, 1991) 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. The PRINCIPAL
       SHAREHOLDERS have delivered to CRI copies of all such Tax
       Returns filed for the tax year ending December 31, 1996.  PRB
       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 PRINCIPAL
       SHAREHOLDERS or PRB, 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
       PRB 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 1989.  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.  PRB
       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 PRB or for which
       PRB may be liable.
  
       (c)  The charges, accruals, and reserves with respect to Taxes
       on the respective books of PRB are adequate (determined in
       accordance with GAAP) and are at least equal to PRB's
       liability for Taxes. There exists no proposed tax assessment
       against PRB 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 PRB. All Taxes that PRB 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) PRB are true, correct, and complete in all
       material respects. There is no tax sharing agreement that will
       require any payment by PRB after the date of this Agreement.
  
  3.12 NO MATERIAL ADVERSE CHANGE
  
  Since the date of the Balance Sheet, there has not been any
  material adverse change in the business, operations, properties,
  prospects, assets, or condition of PRB, and to the Knowledge of the
  PRINCIPAL SHAREHOLDERS, no event has occurred or circumstance
  exists that may result in such a material adverse change.
  
  3.13 EMPLOYEE BENEFITS
  
       (a)  As used in this Section 3.13, the following terms have
       the meanings set forth below.
  
            "Company Other Benefit Obligation" means an Other Benefit
            Obligation owed, adopted, or followed by PRB or an ERISA
            Affiliate of PRB.
  
            "Company Plan" means all Plans of which PRB or an ERISA
            Affiliate of PRB is or was a Plan Sponsor, or to which
            PRB or an ERISA Affiliate of PRB otherwise contributes or
            has contributed, or in which PRB or an ERISA Affiliate of
            PRB 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 PRB or any ERISA Affiliate of PRB.
  
            "ERISA Affiliate" means, with respect to PRB, any other
            person that, together with PRB, would be treated as a
            single employer under IRC ? 414.
  
            "Multi-Employer Plan" has the meaning given in ERISA ?
            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 ? 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)  (i)  The PRINCIPAL  SHAREHOLDERS and PRB have provided or
            made available to CRI a complete and accurate list of 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) The PRINCIPAL  SHAREHOLDERS  and PRB have provided
            or made available to CRI a complete and accurate list of
            (A) all ERISA Affiliates of PRB, 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)     The PRINCIPAL  SHAREHOLDERS and PRB have
            provided or made available to CRI, for each Multi-
            Employer Plan, as of its last valuation date, the amount
            of potential withdrawal liability of PRB and PRB' other
            ERISA Affiliates, calculated according to information
            made available pursuant to ERISA ? 4221(e).
  
       (c)  The PRINCIPAL  SHAREHOLDERS and PRB have 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 the PRINCIPAL  SHAREHOLDERS or
            PRB 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 PRB and the ERISA Affiliates of PRB, 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 PRB or any ERISA
            Affiliate of PRB 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 mentioned
            elsewhere in this Section 3.13;
  
            (xii)     all notices that were given by the IRS, the
            PBGC, or the Department of Labor to PRB, any ERISA
            Affiliate of PRB, 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 PRB
            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)  The PRINCIPAL  SHAREHOLDERS and PRB expressly represent
       and warrant:
  
            (i)  PRB has performed all of its respective obligations
            under all Company Plans, Company Other Benefit
            Obligations, and Company VEBAs. PRB 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 PRB 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 PRB or to CRI.
  
            (iii)     PRB, 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 full compliance with ERISA, the IRC,
            and other applicable Laws including the provisions of
            such Laws expressly mentioned in this Section 3.13, and
            with any applicable collective bargaining agreement.
  
  3.14 COMPLIANCE WITH LEGAL REQUIREMENTS; GOVERNMENTAL
       AUTHORIZATIONS
  
       (a)  The PRINCIPAL  SHAREHOLDERS and PRB expressly represent
       and warrant:
  
            (i)  Except as disclosed in the PRB Disclosure Letter,
            PRB 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 PRB Disclosure Letter ,
            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 PRB of, or a failure on the
            part of PRB to comply with, any Legal Requirement
            material to its operations, or (B) may give rise to any
            obligation on the part of PRB to undertake, or to bear
            all or any portion of the cost of, any remedial action of
            any nature which is material to PRB's operations; and
  
            (iii)     Except as disclosed in the PRB Disclosure
            Letter, the PRINCIPAL  SHAREHOLDERS and PRB have 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 PRB 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)  At or prior to Closing, PRB and/or the PRINCIPAL
       SHAREHOLDERS will provide to CRI an accurate list of each
       material Governmental Authorization that is held by PRB.  Each
       Governmental Authorization listed in the PRB Disclosure Letter
       is valid and in full force and effect. Except as disclosed in
       writing to CRI to the Knowledge of the PRINCIPAL SHAREHOLDERS:
  
            (i)  PRB 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 PRB Disclosure Letter;
  
            (ii) 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)     PRB 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
            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.
  
  The PRINCIPAL  SHAREHOLDERS and/or PRB have received all of the
  Governmental Authorizations necessary to permit PRB to lawfully
  conduct and operate its business in the manner it is currently
  conducted and operate such business and to permit PRB to own and
  use its assets in the manner in which it currently owns and uses
  such assets.
  
  3.15 LEGAL PROCEEDINGS; ORDERS
  
       (a)  The PRINCIPAL  SHAREHOLDERS and PRB represent and warrant
       that, to their Knowledge except for the DCAA Compensation
       Audit or otherwise disclosed in  the PRB Disclosure Letter or
       in this Agreement, there is no pending Proceeding:
  
            (i)  that has been commenced by or against PRB or that
            otherwise  materially and adversely may affect the
            business of, or any of the assets owned or used by, PRB;
            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 PRINCIPAL  SHAREHOLDERS and PRB, no such
  Proceeding has been Threatened.
       
       (b)  Except as set forth in the PRB Disclosure Letter or any
            Exhibit hereto:
  
            (i)  there is no Order to which PRB, or any of the
            material assets owned or used by PRB, is subject;
  
            (ii) no PRINCIPAL  SHAREHOLDER is subject to any Order
            that relates to the business of, or any of the material
            assets owned or used by, PRB; and
  
            (iii)     to the Knowledge of the PRINCIPAL  SHAREHOLDERS
            and PRB, no officer, director, agent, or employee of PRB
            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 PRB.
  
       (c)  Except as set forth  in the PRB Disclosure Letter or
  herein:
  
            (i)  PRB 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) 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 PRB, or any
            of the material assets owned or used by PRB, is subject;
            and
  
            (iii)     PRB has not received, at any time since January
            1, 1991, any material 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 PRB, or any of the
            material assets owned or used by PRB, is or has been
            subject.
  
  3.16 ABSENCE OF CERTAIN CHANGES AND EVENTS
  
  Since the date of the Balance Sheet, except as disclosed in the PRB
  Disclosure Letter or otherwise disclosed herein, or contemplated
  by this Agreement, PRB has conducted its businesses only in the
  Ordinary Course of Business and there has not been any:
  
       (a)  change in PRB's authorized or issued capital stock; grant
       of any stock option or right to purchase shares of capital
       stock of PRB; issuance of any security convertible into such
       capital stock; grant of any registration rights; purchase,
       redemption, retirement, or other acquisition by PRB 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 PRB;
  
       (c)  payment or increase by PRB of any bonuses, salaries,
       or other compensation to any stockholder, director,
       officer, or (except in the Ordinary Course of
       Business) employee or entry into any employment,
       severance, or similar Contract with any director,
       officer, or employee;
  
       (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 PRB;
  
       (e)  damage to or destruction or loss of any asset or property
       of PRB, whether or not covered by insurance, materially and
       adversely affecting the properties, assets, business,
       financial condition, or prospects of PRB, taken as a whole;
  
       (f)  entry into, termination of, or receipt of 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 PRB of at
       least $25,000;
       
       (g)  sale (other than sales of inventory in the Ordinary
       Course of Business), lease, or other disposition of any asset
       or property of PRB or mortgage, pledge, or imposition of any
       lien or other encumbrance on any material asset or property of
       PRB, 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 PRB in excess of $25,000;
  
       (i)  material change in the accounting methods used by PRB; or
  
       (j)  agreement, whether oral or written, by PRB to do any of
       the foregoing.
  
  3.17 CONTRACTS; NO DEFAULTS
  
       (a)  The PRINCIPAL  SHAREHOLDERS and PRB have provided to CRI
       or will provide prior to Closing, a complete and accurate
       list,  and if requested by CRI, the PRINCIPAL  SHAREHOLDERS
       and PRB have delivered, or will deliver prior to Closing, to
       CRI true and complete copies, of:
  
            (i)  each Applicable Contract that involves performance
            of services or delivery of goods or materials by PRB 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 PRB 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 and that involves
            expenditures or receipts of PRB 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 and with terms of less than one
            year);
  
            (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 PRB with any
            other Person;
  
            (viii)    each Applicable Contract containing covenants
            that in any way purport to restrict the business activity
            of PRB or any Affiliate of PRB or limit the freedom of
            PRB or any Affiliate of PRB 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 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 PRB 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 PRB 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 herein including any Exhibit or
            Schedule hereto:
  
            (i)  no PRINCIPAL  SHAREHOLDER (and no Related Person of
            any PRINCIPAL  SHAREHOLDER) has or may acquire any rights
            under, and no PRINCIPAL  SHAREHOLDER has or may 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, PRB; and
  
            (ii) to the Knowledge of PRINCIPAL  SHAREHOLDERS and PRB,
                 no officer, director, agent, employee, consultant,
                 or contractor of PRB 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 PRB, or (B)
                 assign to PRB or to any other Person any rights to
                 any invention, improvement, or discovery.
  
       (c)  Except as set forth in the PRB Disclosure Letter or
            herein, to the Knowledge of the PRINCIPAL SHAREHOLDERS
            and PRB:
  
            (i)  PRB is, and at all times since January 1, 1995 has
            been, in full compliance with all applicable terms and
            requirements of each Contract under which PRB has or had
            any obligation or liability or by which PRB or any of the
            assets owned or used by PRB 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) each other Person that has or had any obligation or
            liability under any Contract under which PRB has or had
            any rights is, and at all times since January 1, 1991 has
            been, in full compliance with all applicable terms and
            requirements of such Contract;
  
            (iii)     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 PRB 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) PRB 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 Contract,
            excluding written notices of matters which were fully
            resolved without adverse consequences to PRB.
  
       (d)  Except for the DCAA Compensation Adjustment, there are no
       renegotiations of, attempts to renegotiate, or outstanding
       rights to renegotiate any material amounts paid or payable to
       PRB under current or completed Contracts with any Person and,
       to the Knowledge of PRINCIPAL  SHAREHOLDERS and PRB, no such
       Person has made written demand for such renegotiation.
  
       (e)  The Contracts relating to the sale, design, manufacture,
       or provision of products or services by PRB 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 PRINCIPAL  SHAREHOLDERS and PRB have , or will prior
       to Closing, provide to CRI, in writing, the current Reasonable
       Best Estimate of PRB, as of December 31, 1997, of the "cost to
       complete" for each Applicable Contract pursuant to which PRB
       is required to perform services or deliver products. None of
       such Contracts has accrued or, in the reasonable judgment of
       the PRINCIPAL  SHAREHOLDERS, is expected by PRB to result in
       any losses.  At the Closing, PRB and the PRINCIPAL
       SHAREHOLDERS shall deliver to CRI Certifications signed by
       each of the PRINCIPAL  SHAREHOLDERS of the Reasonable Best
       Estimate of the "cost to complete" for each of the Applicable
       Contracts.
       
       (g)  There are no Contracts between PRB 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.
  
  A list of all Applicable Contracts to which PRB became a party
  between the date of this Agreement and the Closing Date shall be
  provided to CRI on or before the Closing.
  
  3.18 INSURANCE
  
       (a)  The PRINCIPAL  SHAREHOLDERS and PRB have delivered or
            made available to CRI:
  
            (i)  true and complete copies of all policies of
            insurance to which PRB is a party or under which PRB, is
            or has been covered at any time within the three (3)
            years preceding the date of this Agreement;
  
            (ii) true and complete copies of all pending applications for
            policies of insurance; and
            
            (iii)     any statement by the auditor of PRB's financial
            statements with regard to the adequacy of such entity's
            coverage or of the reserves for claims.
  
       (b)  The PRINCIPAL  SHAREHOLDERS and PRB have disclosed to
            CRI, or provided copies of applicable documents related to:
  
            (i)  any self-insurance arrangement relating to benefits
            for PRB 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 risk by PRB; and
  
            (iii)     all obligations of PRB to third parties with
            respect to insurance (including such obligations under
            leases and service agreements) and identifies the policy
            under which such coverage is provided.
  
            (iv) a summary of the loss experience under each policy;
  
            (v)  a statement describing each outstanding claim under
            an insurance policy of which the PRINCIPAL SHAREHOLDERS
            have Knowledge 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 PRB is a party or that provide
            coverage to either  PRB, or any director or officer of
            PRB in their capacity as a director or officer, to the
            Knowledge of the PRINCIPAL SHAREHOLDERS:
  
                 (A)  are valid, outstanding, and enforceable;
  
                 (B)  are issued by an insurer that is financially
                 sound and reputable;
  
                 (C)  taken together, provide adequate insurance
                 coverage for the assets and the operations of PRB
                 for all risks normally insured against by a Person
                 carrying on the same business or businesses as PRB;
  
                 (D)  are sufficient for compliance with all Legal
                 Requirements and Contracts to which PRB is a party
                 or by which any of them is bound;
  
                 (E)  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; and
  
            (vii)     The PRINCIPAL  SHAREHOLDERS and/or PRB 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.
  
            (viii)    PRB has paid all premiums due, and has
            otherwise performed all of their respective obligations,
            under each policy to which PRB is a party or that
            provides coverage to PRB.
  
            (ix) PRB have given notice to the insurer of all material
            claims that may be insured thereby.
  
  3.19 ENVIRONMENTAL MATTERS
  
  Except as set forth herein including any Schedule or Exhibit
  hereto, to the Knowledge of PRB and the PRINCIPAL SHAREHOLDERS:
  
       (a)  PRB is, and at all times has been, in full compliance
       with, and has not been and is not in violation of, any
       Environmental Law. Neither PRB nor or any other Person for
       whose conduct it is or may be held to be responsible received,
       any actual or 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
       violation or failure to 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 PRB 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 PRB, 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.
  
       (b)  There are no pending or, to the Knowledge of PRINCIPAL
       SHAREHOLDERS or PRB, Threatened claims, Encumbrances, or other
       restrictions of any nature, 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 PRB has or had an interest.
  
       (c)  Neither PRB nor 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 violation or
       failure to 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 PRB had
       an interest, or with respect to any property or facility to
       which Hazardous Materials generated, manufactured, refined,
       transferred, imported, used, or processed by PRB, 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.
  
       (d)  Neither PRB, 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 PRB, with respect to any other properties and
       assets (whether real, personal, or mixed) in which the PRB (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.
  
       (e)  Except for small quantities maintained in commercial
       products, there are no Hazardous Materials present on or in
       the Environment at the  Facilities or at any geologically or
       hydrologically adjoining property, 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 such adjoining property,
       or incorporated into any structure therein or thereon. Neither
       PRB, nor any other Person for whose conduct it is or may be
       held responsible, has permitted or conducted, or is aware of,
       any Hazardous Activity conducted with respect to the
       Facilities or any other properties or assets (whether real,
       personal, or mixed) in which PRB has or had an interest except
       in full compliance with all applicable Environmental Laws.
  
       (f)  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 PRINCIPAL
       SHAREHOLDERS or PRB has or had an interest, or to the
       Knowledge of PRINCIPAL SHAREHOLDERS and/or PRB any
       geologically or hydrologically adjoining property, whether by
       PRINCIPAL  SHAREHOLDERS, PRB, or any other Person.
  
       (g)  PRINCIPAL  SHAREHOLDERS or PRB has delivered to CRI true
       and complete copies and results of any reports, studies,
       analyses, tests, or monitoring possessed or initiated by
       PRINCIPAL  SHAREHOLDERS or PRB pertaining to Hazardous
       Materials or Hazardous Activities in, on, or under the
       Facilities, or concerning compliance by PRINCIPAL
       SHAREHOLDERS, PRB, or any other Person for whose conduct they
       are or may be held responsible, with Environmental Laws.
  
  3.20 EMPLOYEES
  
       (a)  The PRINCIPAL  SHAREHOLDERS and PRB have , or will prior
       to Closing, make available to CRI, a copy of a complete and
       accurate list of the following information for each employee
       of PRB, 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 January 1,
       1996; vacation accrued; and service credited for purposes of
       vesting and eligibility to participate under PRB's pension,
       retirement, profit-sharing, thrift-savings, deferred
       compensation, stock bonus, stock option, cash bonus, employee
       stock ownership (including investment credit or payroll stock
       ownership), severance pay, insurance, medical, welfare, or
       vacation plan, other Employee Pension Benefit Plan or Employee
       Welfare Benefit Plan, or any other employee benefit plan.
  
       (b)  To the Knowledge of the PRINCIPAL SHAREHOLDERS, no
       employee of PRB 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 PRB, or
       (ii) the ability of PRB to conduct its business, including any
       Proprietary Rights Agreement with PRINCIPAL  SHAREHOLDERS or
       PRB by any  such employee. To PRINCIPAL  SHAREHOLDERS'
       Knowledge except as has been, or will be prior to Closing,
       disclosed to CRI, no officer, or other key employee of PRB
       intends to terminate his employment with PRB.
  
       (c)  PRB has, or will prior to Closing, provide a complete and
       accurate list of the following information for each retired
       employee or director of PRB, 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.
  
  3.21 LABOR RELATIONS; COMPLIANCE
  
  PRB has not been and is not currently a party to any collective
  bargaining or other labor Contract. There has not been, and to the
  Knowledge of the PRINCIPAL SHAREHOLDERS 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 or affecting PRB 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 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 or affecting any of PRB or
  their premises, or (c) any application for certification of a
  collective bargaining agent. To PRB and the PRINCIPAL
  SHAREHOLDERS' Knowledge, 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 PRB, and no
  such action is contemplated by PRB. PRB 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. PRB 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.
  
  3.22 INTELLECTUAL PROPERTY
  
       (a)  Intellectual Property Assets--The term "Intellectual
       Property Assets" includes:
  
            (i)  the name "PRB Associates, 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 PRB as licensee or licensor.
       
       (b)  Agreements-PRB has, or will prior to Closing, provide a
       complete and accurate list of any material Intellectual
       Property Assets owned or used by PRB 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 PRB is the licensee. There are no
       outstanding and, to PRB and the PRINCIPAL  SHAREHOLDERS'
       Knowledge, no Threatened disputes or disagreements with
       respect to any such agreement.
  
       (c)  Know-How Necessary for the Business
  
            (i)  To the Knowledge of the PRINCIPAL SHAREHOLDERS, the
            Intellectual Property Assets , which have been or will be
            disclosed to CRI prior to Closing, are all those
            necessary for the operation of PRB's businesses as they
            are currently conducted.  PRB is the owner or lawful user
            of each of the Intellectual Property Assets,  subject to
            any limitations set forth in the PRB Disclosure Letter.
  
            (ii) All key former and current employees of PRB have
            executed written Contracts with PRB that assign to PRB
            all rights to any inventions, improvements, discoveries,
            or information relating to the business of PRB to the
            Knowledge of the PRINCIPAL SHAREHOLDERS.  No key employee
            of PRB 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 one or more of PRB.
  
       (d)  Patents
  
            (i)  The PRINCIPAL  SHAREHOLDERS and PRB have provided,
            or will provide prior to Closing, a complete and accurate
            list and summary description of all patents issued to
            PBB.  PRB 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, PRB 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 PRB has been or is now
            involved in any interference, reissue, reexamination, or
            opposition proceeding. To PRB and the PRINCIPAL
            SHAREHOLDERS' Knowledge, there is no potentially
            interfering patent or patent application of any third
            party.
  
            (iv) To the PRINCIPAL SHAREHOLDER's Knowledge, no Patent
            issued to PRB is infringed or, to PRB and the PRINCIPAL
            SHAREHOLDERS' Knowledge, has been challenged or
            threatened in any way.  To the PRINCIPAL SHAREHOLDERS
            Knowledge, none of the products manufactured and sold,
            nor any process or know-how used, by PRB 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 PRB have been marked with the proper patent
            notice.
  
       (e)  Trademarks
  
            (i)  The trade name "PRB Associates" is the only Mark
            used by PRB.
  
            (ii) No Marks  have been registered by PRB with the
            United States Patent and Trademark Office.
  
       (f)  Copyrights
       
            PRB has all copyrights granted by law with respect
            original works created by PRB.
  
       (g)  Trade Secrets
  
            (i)  PRB has taken commercially reasonable precautions to
            protect the secrecy, confidentiality, and value of its
            material Trade Secrets.
  
            (iii)     PRB has good title and right to use the Trade
            Secrets. The material Trade Secrets owned by PRB are not
            part of the public knowledge or literature.  To the
            Knowledge of the PRINCIPAL SHAREHOLDERS, no material
            Trade Secret owned by PRB is subject to any adverse claim
            or has been challenged or threatened in any way.
  
  3.23 CERTAIN PAYMENTS
  
  Neither PRB or any director, officer, agent, or employee of PRB, or
  to PRB and the PRINCIPAL SHAREHOLDERS' Knowledge, any other Person
  associated with or acting for or on behalf of PRB, 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 PRB.
  
  3.24 DISCLOSURE
  
       (a)  No representation or warranty of PRB and the PRINCIPAL
       SHAREHOLDERS in this Agreement omits to state a material fact
       necessary to make the statements herein or therein, in light
       of the circumstances in which they were made, not materially
       misleading.
  
       (b)  No notice given pursuant to Section 5.5 will contain any
       untrue statement or omit to state a material fact necessary to
       make the statements therein or in this Agreement, in light of
       the circumstances in which they were made, not materially
       misleading.
  
  3.25 RELATIONSHIPS WITH RELATED PERSONS
  
  Except for the lease of PRB's headquarters and related premises
  (the "PRB Lease"), no PRINCIPAL SHAREHOLDER or any Related Person
  of a PRINCIPAL SHAREHOLDER or of PRB has, or has had, any interest
  in any property (whether real, personal, or mixed and whether
  tangible or intangible), used in or pertaining to PRB's businesses.
  Except for the PRB Lease, neither PRB nor any Related Person of a
  PRINCIPAL SHAREHOLDER or of PRB 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 PRB, or (ii)
  engaged in competition with PRB with respect to any line of the
  products or services of PRB (a "Competing Business") in any market
  presently served by PRB 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.
  
  3.26 BROKERS OR FINDERS
  
  The PRINCIPAL  SHAREHOLDERS, PRB 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.
  
                             ARTICLE IV
               REPRESENTATIONS AND WARRANTIES OF CRI
  
  CRI represents and warrants to the PRINCIPAL  SHAREHOLDERS 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 and corporate
  certifications (collectively, the "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 the CRI's
  Closing Documents and to perform its obligations under this
  Agreement and the CRI's Closing Documents.
  
  4.3    TRANSACTION FINANCING
  
  CRI will use Commercially Reasonable Efforts to obtain a
  satisfactory financing commitment with an institutional lender
  within thirty (30) days after the signing of this Agreement.  The
  obligation of CRI to complete the acquisition is subject to its
  obtaining asset-based financing in the amount of at least twenty
  million and 00/100 dollars ($20,000,000) bearing an interest rate
  of not greater than eight and one-half percent (8.5%) fixed, or a
  variable rate tied to prime plus one-half percent (prime +.5%), and
  a repayment term of not less than seven (7) years.  At the present
  time, CRI is in receipt of a written proposal from its existing
  institutional lender which nominally meets the above-mentioned
  criteria, however, this proposal does not constitute a financing
  commitment by this institutional lender.  If CRI has not been able
  to obtain such financing commitment within thirty (30) days and has
  not waived such condition, the PRINCIPAL SHAREHOLDERS may terminate
  this Agreement on written notice.
  
  4.4    INVESTMENT INTENT
  
  CRI is acquiring the Shares for its own account and not with a view
  to their distribution within the meaning of Section 2(11) of the
  Securities Act.
  
  4.5    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.
  
  4.6    BROKERS OR FINDERS
  
  CRI has utilized the services of the investment banking firm of
  Houlihan Lokey Howard & Zukin in relation to the transaction
  contemplated by this Agreement.  CRI, not PRB or the PRINCIPAL
  SHAREHOLDERS, shall be solely responsible for any brokerage or
  finders' fees or agents' commissions charged by Houlihan Lokey
  Howard & Zukin relative hereto.
  
  4.7  HART-SCOTT REPRESENTATIONS
  
  Immediately prior to the Closing Date, the "total assets" and the
  "annual net sales" of CRI (as those terms are used in the Hart-
  Scott-Rodino Antitrust Improvements Act of 1976, as amended) will
  not equal or exceed one hundred million dollars ($100,000,000).
  
                             ARTICLE V
   COVENANTS OF THE PRINCIPAL  SHAREHOLDERS PRIOR TO CLOSING DATE
  
  5.1    ACCESS AND INVESTIGATION
  
  Between the date of this Agreement and the Closing Date, the
  PRINCIPAL  SHAREHOLDERS will, and will cause PRB and its
  Representatives to, (a) afford CRI and its Representatives and
  prospective lenders and their Representatives (collectively, "CRI's
  Advisors") full and free access to PRB's personnel, 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 as access
  imposed by governmental security regulations.  All CRI advisors
  shall agree to be subject to reasonable confidentiality agreements.
  
  5.2    OPERATION OF THE BUSINESSES OF PRB
  
  Between the date of this Agreement and the Closing Date, the
  PRINCIPAL  SHAREHOLDERS and PRB will, and will cause PRB to:
  
         (a)     conduct the business of PRB 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;
  
         (b)     use their Commercially Reasonable Efforts to
         preserve intact the current business organization of PRB,
         keep available the services of the current officers,
         employees, and agents of PRB, and maintain the relations and
         good will with suppliers, customers, landlords, creditors,
         employees, agents, and others having business relationships
         with PRB;
  
         (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 PRB.
  
  5.3    NEGATIVE COVENANT
  
  Except as otherwise expressly permitted by this Agreement, between
  the date of this Agreement and the Closing Date, PRB and the
  PRINCIPAL  SHAREHOLDERS will not, and will cause PRB 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
  3.16 is likely to occur.
  
  5.4    REQUIRED APPROVALS
  
  As promptly as practicable after the date of this Agreement, the
  PRINCIPAL  SHAREHOLDERS will, and will cause PRB to, obtain
  approval of PRB'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. Between the date of this Agreement and
  the Closing Date, PRB and the PRINCIPAL  SHAREHOLDERS will, and
  will cause PRB 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.
  
  5.5  NOTIFICATION
  
       (a)  Between the date of this Agreement and the Closing
       Date, PRB and each PRINCIPAL  SHAREHOLDER will
       promptly notify CRI in writing if such PRINCIPAL
       SHAREHOLDER or PRB becomes aware of any fact or
       condition that causes or constitutes a Breach of any
       of PRB and/or the PRINCIPAL  SHAREHOLDERS'
       representations and warranties as of the date of
       this Agreement, or if  PRB 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 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, PRB and/or each
       PRINCIPAL SHAREHOLDER will promptly notify CRI of
       the occurrence of any Breach of any covenant of PRB
       and/or the PRINCIPAL  SHAREHOLDERS in this Section 5
       or of the occurrence of any event that may make the
       satisfaction of the conditions in Section 7
       impossible or unlikely.
  
       (b)  CRI shall promptly notify PRB and the PRINCIPAL SHAREHOLDERS
       if it becomes aware form any source other than disclosure by PRB or
       the PRINCIPAL SHAREHOLDERS or a Breach by PRB or any of the
       PRINCIPAL SHAREHOLDERS of any of their representations and
       warranties.  If CRI shall Close with Knowledge of such a Breach, it
       shall be deemed to have waived the Breach.
            
       (c)  Between the date of this Agreement and the Closing Date, CRI
       will promptly notify PRB and each PRINCIPAL SHAREHOLDER in writing
       if any executive officers of CRI become aware of any fact or
       condition that causes or constitutes a 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 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 PRB and each PRINCIPAL SHAREHOLDER of the
       occurrence of any Breach of and covenant of  Section 4 of this
       Agreement or of the occurrence of any event that may make the
       satisfaction of the conditions in Section 6 impossible or unlikely.
       
  5.6    PAYMENT OF INDEBTEDNESS BY RELATED PERSONS
  
  Except as expressly provided in this Agreement, the PRINCIPAL
  SHAREHOLDERS will cause all indebtedness owed to PRB by either any
  PRINCIPAL  SHAREHOLDER or any Related Person of any PRINCIPAL
  SHAREHOLDER 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 9,  PRB and/or the PRINCIPAL  SHAREHOLDERS will not, and
  will cause PRB 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 PRB, or any of the
  capital stock of PRB, or any merger, consolidation, business
  combination, or similar transaction involving PRB.
  
  5.8    COMMERCIALLY REASONABLE EFFORTS
  
  Between the date of this Agreement and the Closing Date, PRB and
  the PRINCIPAL  SHAREHOLDERS will use  Commercially Reasonable
  Efforts to cause the conditions in Sections 7 and 8 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. Between the date of this
  Agreement and the Closing Date, CRI will, and will cause each
  Related Person to, cooperate with the PRINCIPAL  SHAREHOLDERS with
  respect to all filings that the PRINCIPAL  SHAREHOLDERS are
  required by Legal Requirements to make in connection with the
  Contemplated Transactions, and (ii) cooperate with PRINCIPAL
  SHAREHOLDERS 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.  Notwithstanding the foregoing terms
  of this Section 6.1, neither PRB nor the PRINCIPAL SHAREHOLDERs
  shall have any obligation to obtain a novation of any government
  contract.
  
  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 Sections 7 and 8 to
  be satisfied.
  
                            ARTICLE VII
         CONDITIONS PRECEDENT TO CRI'S OBLIGATION TO CLOSE
  
  CRI's obligation to purchase the Shares and to take the other
  actions required to be taken by CRI 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 CRI, in whole
  or in part):
  
  7.1    ACCURACY OF REPRESENTATIONS
  
         (a)     All of PRB's and the PRINCIPAL  SHAREHOLDERS'
         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.  An
         inaccuracy as to a representation or warranty (considered
         either individually or collectively) will be deemed to be
         material if such inaccuracy will, or could reasonably be
         expected to, have an adverse effect on the business,
         operations, or financial condition of PRB in amount of
         $10,000 or more.
  
         (b)     Each of PRB's and the PRINCIPAL  SHAREHOLDERS'
         representations and warranties in Sections 3.3, 3.4, 3.12,
         and 3.24 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    PRB AND THE PRINCIPAL SHAREHOLDERS' PERFORMANCE
  
         (a)     All of the covenants and obligations that PRB and
         the PRINCIPAL  SHAREHOLDERS are 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 duly performed and complied with in all material
         respects.
  
         (b)     Each document required to be delivered pursuant to
         Section 2.4 must have been delivered, and each of the other
         covenants and obligations in Sections 5.4 and 5.8 must have
         been performed and complied with in all respects.
  
  7.3    CONSENTS
  
  Each of the Consents identified in  Section 4.2, must have been
  obtained and must be in full force and effect.
  
  7.4    ADDITIONAL DOCUMENTS
  
  Each of the following documents must have been delivered to CRI:
  
         (a)     an opinion of Counsel to the PRINCIPAL  SHAREHOLDERS
         and PRB, dated the Closing Date, which is reasonably
         acceptable to CRI and its legal counsel;
  
         (b)     such other documents as CRI may reasonably request
         for the purpose of (i) enabling its counsel to provide the
         opinion referred to in Section 8.4(a), (ii) evidencing the
         accuracy of any of PRB and/or the PRINCIPAL  SHAREHOLDERS'
         representations and warranties, (iii) evidencing the
         performance by either PRB, or the compliance by any
         PRINCIPAL  SHAREHOLDER with, any covenant or obligation
         required to be performed or complied with by PRB and/or such
         PRINCIPAL  SHAREHOLDER, (iv) evidencing the satisfaction of
         any condition referred to in this Section 7, or
         (v) otherwise facilitating the consummation or performance
         of any of the Contemplated Transactions.
  
  7.5    NO PROCEEDINGS
  
  Since the date of this Agreement, there must not have been
  commenced or threatened against CRI, or against any Person
  affiliated with CRI, any Proceeding (a) involving any challenge to,
  or seeking damages or other relief in connection with, any of the
  Contemplated Transactions, or (b) that may have the effect of
  preventing, delaying, making illegal, or otherwise interfering with
  any of the Contemplated Transactions.
  
  7.6    NO CLAIM REGARDING STOCK OWNERSHIP OR SALE PROCEEDS
  
  Except as disclosed in the PRB Disclosure Letter, there must not
  have been made or Threatened by any Person any claim asserting that
  such Person (a) is the holder or the beneficial owner of, or has
  the right to acquire or to obtain beneficial ownership of, any
  stock of, or any other voting, equity, or ownership interest in,
  any of PRB, or (b) is entitled to all or any portion of the
  Purchase Price payable for the Shares.
  
  7.7    NO PROHIBITION
  
  Neither the consummation nor the performance of any of the
  Contemplated Transactions will, directly or indirectly (with or
  without notice or lapse of time), materially contravene, or
  conflict with, or result in a material violation of, or cause CRI
  or any Person affiliated with CRI to suffer any material adverse
  consequence under, (a) any applicable Legal Requirement or Order,
  or (b) any Legal Requirement or Order that has been published,
  introduced, or otherwise proposed by or before any Governmental
  Body.
  
  7.8    FINANCING
  
  CRI's obligation to complete the Acquisition would be subject to
  its obtaining asset-based financing in the amount of at least $20
  million bearing an interest rate of not greater than 8.5% fixed, or
  a variable rate tied to prime at prime plus 1/2%, and a repayment
  term of not less than 7 years.  Currently, CRI is in receipt of a
  written proposal from its existing institutional lender which
  nominally meets the criteria set forth in this Section 7.8,
  however, this proposal does not constitute a financing commitment.
  CRI will use Commercially Reasonable Efforts to obtain a commitment
  of satisfactory financing within thirty (30) days of the date of
  signing of this Agreement.  If such commitment in a form reasonably
  satisfactory to CRI is not obtained or waived by CRI within such
  thirty (30) day period, the PRINCIPAL SHAREHOLDERS may terminate
  this Agreement.
  
                            ARTICLE VIII
         CONDITIONS PRECEDENT TO PRINCIPAL SHAREHOLDERS'
                          OBLIGATION TO CLOSE
  
  The PRINCIPAL  SHAREHOLDERS' obligation to sell, or to cause the
  sale of, the Shares and to take the other actions required to be
  taken by PRB and/or the PRINCIPAL  SHAREHOLDERS 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 PRB and the
  PRINCIPAL  SHAREHOLDERS, 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.  An inaccuracy as to a representation or
  warranty (considered either individually or collectively) will be
  deemed to be material if such inaccuracy will, or could reasonably
  be expected to, have an adverse effect on the business, operations,
  or financial condition of CRI in the amount of $10,000 or more.
  
  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 2.4 and
         must have made the cash payments required to be made by CRI
         pursuant to Sections 2.4(b)(i) and 2.4(b)(ii).
  
         (c)     PRB currently leases its principal office located at
         43865 Airport View Drive, Hollywood, MD 20636 from Southern
         Maryland Property Management Associates (?SMPMA?), an entity
         controlled by the PRINCIPAL  SHAREHOLDERS under a lease
         agreement dated 1 March 1997.  At Closing, CRI shall cause
         PRB to enter into a new lease agreement with SMPMA on
         substantially the same provisions as the current lease
         except that the term of the new lease shall be three years
         and the  "triple net" annual rent shall be fixed at $15.90
         per square foot, per year, for the term of the lease.  The
         new lease agreement shall be substantially in the form of
         Exhibit 8.2(c) hereto.
  
  8.3    CONSENTS
  
  Each of the Consents identified in Sections 6.1 and 6.2 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    ADDITIONAL DOCUMENTS
  
  CRI must have caused the following documents to be delivered to the
  PRINCIPAL  SHAREHOLDERS:
  
         (a)     an opinion of Counsel to CRI, dated the Closing
         Date, which is reasonably satisfactory to the PRINCIPAL
         SHAREHOLDERS and their legal counsel; and
  
         (b)     such other documents as PRINCIPAL  SHAREHOLDERS may
         reasonably request for the purpose of (i) enabling their
         counsel to provide the opinion referred to in
         Section 7.4(a), (ii) evidencing the accuracy of any
         representation or warranty of CRI, (iii) evidencing the
         performance by CRI of, or the compliance by CRI with, any
         covenant or obligation required to be performed or complied
         with by CRI, (ii) evidencing the satisfaction of any
         condition referred to in this Section 8, or (v) otherwise
         facilitating the consummation of any of the Contemplated
         Transactions.
  
  8.5    NO INJUNCTION
  
  There must not be in effect any Legal Requirement or any injunction
  or other Order that (a) prohibits the sale of the Shares by the
  PRINCIPAL  SHAREHOLDERS and other PRB shareholders to CRI, and
  (b) has been adopted or issued, or has otherwise become effective,
  since the date of this Agreement.
  
                             ARTICLE IX
                            TERMINATION
  
  9.1    TERMINATION EVENTS
  
  This Agreement may, by notice given prior to or at the Closing, be
  terminated:
  
         (a)     by either CRI, PRB or the PRINCIPAL  SHAREHOLDERS if
         a material Breach of any provision of this Agreement has
         been committed by the other party and such Breach has not
         been waived;
  
         (b)     (i) by CRI if any of the conditions in Section 7 has
         not been satisfied as of the Closing Date 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 PRB and/or the
         PRINCIPAL  SHAREHOLDERS, if any of the conditions in Section
         8 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 PRB and/or the PRINCIPAL
         SHAREHOLDERS to comply with their obligations under this
         Agreement) and PRB and the PRINCIPAL  SHAREHOLDERS have not
         waived such condition on or before the Closing Date;
  
         (c)     by mutual consent of CRI, PRB and the PRINCIPAL
         SHAREHOLDERS; or
  
         (d)     by either CRI, PRB or the PRINCIPAL  SHAREHOLDERS 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 May 15, 1998, 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 certificate delivered pursuant to Section 2.4(a)(v),
  and any other certificate or document delivered pursuant to this
  Agreement will survive the Closing. The right to indemnification,
  payment of Damages or other remedy based on such representations,
  warranties, covenants, and obligations will  be affected by any
  investigation conducted with respect to, or any Knowledge acquired
  at any time, whether before or after the execution and delivery of
  this Agreement and prior to the Closing Date, with respect to the
  accuracy or inaccuracy of or compliance with, any such
  representation, warranty, covenant, or obligation.
  
  10.2   INDEMNIFICATION AND PAYMENT OF DAMAGES BY PRINICPAL
         SHAREHOLDERS
  
  The PRINCIPAL  SHAREHOLDERS, jointly and severally, will indemnify
  and hold harmless CRI, PRB, and their respective Representatives,
  stockholders, controlling persons, and affiliates (collectively,
  the "Indemnified Persons") for, and will pay to the 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) 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
         the PRINCIPAL  SHAREHOLDERS in this Agreement, or any other
         certificate or document delivered by the PRINCIPAL
         SHAREHOLDERS pursuant to this Agreement;
  
         (b)     any Breach of any representation or warranty made by
         the PRINCIPAL  SHAREHOLDERS in this Agreement as if such
         representation or warranty were made on and as of the
         Closing Date without, other than any such Breach that is
         disclosed and is expressly identified in the certificate
         delivered pursuant to Section 2.4(a)(v) as having caused the
         condition specified in Section 7.1 not to be satisfied;
  
         (c)     any Breach by the PRINCIPAL  SHAREHOLDER of any
         covenant or obligation of such the PRINCIPAL  SHAREHOLDER in
         this Agreement;
  
         (d)     any product shipped or manufactured by PRB prior to
         the Closing Date; 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 any
         such Person with the PRINCIPAL  SHAREHOLDER or PRB (or any
         Person acting on their behalf) in connection with any of the
         Contemplated Transactions.
  
  Excluding any claims for fraud, unpaid taxes, ERISA issues and
  environmental issues as set forth herein ("Excluded Matters") with
  respect to which no limit shall apply, the liability of the
  PRINCIPAL SHAREHOLDERS under this Agreement shall be limited  soley
  to a right of set off by CRI against the Promissory 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 the Promissory Notes and before any claims are made against
  the PRINCIPAL SHAREHOLDERS with respect to the Excluded Matters.
  
  The remedies provided in this Section 10.2 are exclusive  and limit
  any other remedies that may be available to CRI or the other
  Indemnified Persons.
  
  10.3   INDEMNIFICATION AND PAYMENT OF DAMAGES BY CRI
  
  CRI will indemnify and hold harmless PRB and the PRINCIPAL
  SHAREHOLDERS, and will pay to the PRINCIPAL  SHAREHOLDERS 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, or (c) 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.
  
                             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.  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.  In the event of Closing
         under this Agreement reasonable expenses of the PRINCIPAL
         SHAREHOLDERS related to the transactions contemplated by the
         Agreement shall be paid by PRB and properly recorded on the
         financial statement of PRB as of the Closing.
  
         (b)     CRI, PRB and the PRINCIPAL  SHAREHOLDERS 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.   The
         PRINCIPAL  SHAREHOLDERS shall be solely responsible for any
         personal income taxes resulting from this Agreement and the
         Contemplated Transactions.
  
  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 PRB and the PRINCIPAL  SHAREHOLDERS shall, and
  shall cause PRB to, keep this Agreement strictly confidential and
  may not make any disclosure of this Agreement to any Person.  The
  PRINCIPAL  SHAREHOLDERS and CRI will consult with each other
  concerning the means by which PRB's employees, customers, and
  suppliers and others having dealings with PRB 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, PRB
  and the PRINCIPAL  SHAREHOLDERS will maintain in confidence, and
  will cause the directors, officers, employees, agents, and advisors
  of CRI and PRB to maintain in confidence, any written, oral, or
  other information obtained in confidence from another party or PRB
  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):
  
  PRB Associates, Inc.
  43865 Airport View Drive
  Hollywood, MD 20636
  Attention:  Lawrence M. Schadegg
  Facsimile No.:  (301) 373-3421
  
  Roger A Klein, Esq.
  Howrey & Simon
  1299 Pennsylvania Avenue, NW
  Washington, DC 20004
  Facsimile No.:  (202) 383-6610
  
  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:  Randy C. Fahs
  Facsimile No.:  (716) 677-0014
  
  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   FURTHER ASSURANCES
  
  The parties agree:
  
         (a)     to furnish upon request to each other such further
         information,
  
         (b)     to execute and deliver to each other such other
         documents, and
  
         (c)     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.
  
  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
  between CRI, PRB and the PRINCIPAL  SHAREHOLDERS dated March 17,
  1998) and constitutes (along with the documents referred to in this
  Agreement) a complete and exclusive statement of the terms of the
  agreement between 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
  
  Neither party 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. 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.                 PRB ASSOCIATES, INC.
  
  By: ______________________             By:_____________________
  
  Title:_____________________            Title:____________________
  
  Date:_____________________             Date:____________________
  
  THE PRINCIPAL SHAREHOLDERS
  
  __________________     ______  ___________________     ______
  Lawrence M. Schadegg   Date    Richard A. Bos          Date
  
  __________________     ______  ___________________     ______
  James N. Agamaite      Date    Allan D. Crane          Date
  
  __________________     ______
  Daniel T. Doherty      Date