Exhibit 10.1


==============================================================================







                     STOCK PURCHASE AND SALE AGREEMENT


                         dated as of March 16, 1998


                                   among


                            COMSAT CORPORATION,
                    a District of Columbia corporation,

                            TBG INDUSTRIES, INC.
                          a Delaware corporation,

                                    and

                       PRODELIN HOLDING CORPORATION,
                          a Delaware corporation,
                                  as Buyer







==============================================================================

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<S>                 <C>                                                                                          <C>

                             TABLE OF CONTENTS


        ARTICLE I    DEFINITIONS..................................................................................1
              1.1    DEFINITIONS..................................................................................1

       ARTICLE II    PURCHASE AND SALE OF SHARES; CLOSING........................................................11
              2.1    CERTAIN ASSETS AND LIABILITIES..............................................................11
              2.2    PURCHASE AND SALE...........................................................................12
              2.3    CLOSING.....................................................................................12
              2.4    PURCHASE PRICE..............................................................................12
                     2.4.1      JUNE STATEMENTS..................................................................12
                     2.4.2      PRE-CLOSING STATEMENT............................................................13
              2.5    CLOSING DELIVERIES..........................................................................14
                     2.5.1      PURCHASE PRICE...................................................................14
                     2.5.2      SHARE CERTIFICATES...............................................................14
                     2.5.3      CORPORATE RECORDS................................................................14
                     2.5.4      ANCILLARY AGREEMENTS.............................................................14
                     2.5.5      CLOSING DOCUMENTS TO BE DELIVERED BY SELLER......................................15
                     2.5.6      CLOSING DOCUMENTS TO BE DELIVERED BY BUYER.......................................15
              2.6    PURCHASE PRICE ADJUSTMENT...................................................................15
                     2.6.1      CLOSING STATEMENT................................................................15
                     2.6.2      OBJECTIONS; RESOLUTIONS..........................................................15
                     2.6.3      WORKPAPERS.......................................................................16
                     2.6.4      FINAL ADJUSTMENTS................................................................16
                     2.6.5      FEES AND EXPENSES................................................................19

      ARTICLE III    REPRESENTATIONS AND WARRANTIES OF SELLER....................................................19
              3.1    CORPORATE STATUS AND AUTHORITY OF SELLER....................................................19
              3.2    NO CONFLICTS, ETC...........................................................................20
                     3.2.1      NO CONFLICTS.....................................................................20
                     3.2.2      CONSENTS AND APPROVALS...........................................................20
              3.3    CORPORATE STATUS AND AUTHORITY OF CRSI AND THE SUBSIDIARIES.................................20
              3.4    OWNERSHIP OF CRSI AND THE SUBSIDIARIES......................................................21
              3.5    TRANSFER OF SHARES..........................................................................22
              3.6    FINANCIAL STATEMENTS, ETC...................................................................22
                     3.6.1      SCHEDULES........................................................................22
                     3.6.2      ACCURACY.........................................................................23
                     3.6.3      NO UNDISCLOSED LIABILITIES.......................................................23
                     3.6.4      ABSENCE OF CHANGES...............................................................23
              3.7    PROPERTIES; LEASES; TANGIBLE ASSETS.........................................................25
                     3.7.1      TITLE............................................................................25
                     3.7.2      LEASES...........................................................................26
                     3.7.3      DOCUMENTS........................................................................26


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              3.8    ACCOUNTS RECEIVABLE.........................................................................26
              3.9    INVENTORY...................................................................................27
              3.10   INTELLECTUAL PROPERTY.......................................................................27
                     3.10.1     PATENTS AND KNOW-HOW.............................................................27
                     3.10.2     TRADEMARKS AND COPYRIGHTS........................................................28
                     3.10.3     COMPUTER SOFTWARE................................................................29
              3.11   MATERIAL CONTRACTS..........................................................................30
                     3.11.1     IDENTIFICATION...................................................................30
                     3.11.2     FULL FORCE AND EFFECT............................................................31
              3.12   LITIGATION AND INVESTIGATION................................................................31
              3.13   TAXES.......................................................................................32
              3.14   EMPLOYEES; COMPENSATION; LABOR..............................................................34
                     3.14.1     EMPLOYEES AND COMPENSATION.......................................................34
                     3.14.2     CERTAIN LABOR MATTERS............................................................34
                     3.14.3     EMPLOYEE BENEFIT PLANS; ERISA....................................................35
              3.15   ENVIRONMENTAL MATTERS.......................................................................36
                     3.15.1     ENVIRONMENTAL PERMITS............................................................36
                     3.15.2     NO VIOLATION.....................................................................36
                     3.15.3     NO NOTICE........................................................................36
                     3.15.4     NO BASIS FOR LIABILITY...........................................................36
                     3.15.5     UNDERGROUND IMPROVEMENTS.........................................................37
                     3.15.6     RECORDS..........................................................................37
                     3.15.7     LIENS............................................................................37
               3.16  GOVERNMENT CONTRACTS........................................................................37
                     3.16.1     COMPLIANCE.......................................................................37
                     3.16.2     INVESTIGATIONS...................................................................38
                     3.16.3     ABSENCE OF CLAIMS................................................................39
                     3.16.4     ELIGIBILITY......................................................................39
              3.17   COMPLIANCE WITH LAWS........................................................................39
                     3.17.1     GENERAL..........................................................................39
                     3.17.2     EXPORT CONTROL...................................................................39
                     3.17.3     SECURITY CLEARANCES..............................................................40
              3.18   INSURANCE...................................................................................40
              3.19   BROKERS.....................................................................................40
              3.20   DISCLOSURE..................................................................................40
              3.21   RELATED PARTY TRANSACTIONS..................................................................41
              3.22   BANK ACCOUNTS...............................................................................41
              3.23   CONFLICTS OF INTEREST.......................................................................41

       ARTICLE IV           REPRESENTATIONS AND WARRANTIES OF TBG AND BUYER......................................41
              4.1    CORPORATE STATUS AND AUTHORITY OF TBG AND BUYER.............................................41
              4.2    NO CONFLICTS, ETC...........................................................................42
                     4.2.1      NO CONFLICTS.....................................................................42
                     4.2.2      CONSENTS AND APPROVALS...........................................................42

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              4.3    SUFFICIENT FUNDS............................................................................43
              4.4    BROKERS.....................................................................................43
              4.5    PURCHASE FOR INVESTMENT.....................................................................43

        ARTICLE V    COVENANTS...................................................................................43
              5.1    CONDUCT OF THE BUSINESS.....................................................................43
                     5.1.1      ORDINARY COURSE..................................................................43
                     5.1.2      CASH MANAGEMENT..................................................................45
              5.2    ACCESS TO INFORMATION.......................................................................46
                     5.2.1      ACCESS...........................................................................46
                     5.2.2      CONFIDENTIALITY..................................................................46
                     5.2.3      NOTICE TO SELLER.................................................................46
              5.3    FILINGS AND AUTHORIZATIONS..................................................................47
              5.4    TAX MATTERS.................................................................................47
                     5.4.1      TAX RETURNS......................................................................47
                     5.4.2      INDEMNITY........................................................................48
                     5.4.3      TAX LIABILITY....................................................................49
                     5.4.4      TAX CONTESTS.....................................................................49
                     5.4.5      COOPERATION......................................................................51
              5.5    PURCHASE SUPPORT AGREEMENT..................................................................51
              5.6    NAME AND MARKS..............................................................................52
                     5.6.1      BUYER'S OBLIGATIONS..............................................................52
                     5.6.2      SELLER'S OBLIGATIONS.............................................................52
              5.7    NOTICE TO BUYER.............................................................................52
              5.8    FURTHER ASSURANCES..........................................................................52
              5.9    PUBLIC ANNOUNCEMENTS........................................................................52
              5.10   COMPANY RECORDS.............................................................................53
                     5.10.1     RETENTION........................................................................53
                     5.10.2     COOPERATION WITH RESPECT TO EXAMINATIONS AND
                                CONTROVERSIES....................................................................53
                     5.10.3     REMEDY FOR FAILURE TO COMPLY.....................................................53
              5.11   ACCESS TO REAL PROPERTIES...................................................................53
              5.12   COOPERATION OF BUYER........................................................................54
              5.13   DISCLOSURE SCHEDULES........................................................................54
                     5.13.1     DELIVERY. .......................................................................54
                     5.13.2     INTERPRETATION...................................................................54
              5.14   EMPLOYEE BENEFIT MATTERS....................................................................54
                     5.14.1     EMPLOYEE BENEFIT DEFINITIONS.....................................................54
                     5.14.2     WELFARE PLANS FOLLOWING THE CLOSING..............................................55
                     5.14.3     RETENTION AGREEMENTS.............................................................56
                     5.14.4     SAVINGS PROGRAM..................................................................56
                     5.14.5     VACATION AND HOLIDAYS............................................................57
                     5.14.6     WARN ACT COMPLIANCE..............................................................57
                     5.14.7     EXCLUDED EMPLOYEES...............................................................57
              5.15   ADMINISTRATION OF ACCOUNTS..................................................................57


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                     5.15.1     IN TRUST FOR BUYER...............................................................57
                     5.15.2     IN TRUST FOR SELLER..............................................................57
              5.16   NEGOTIATIONS WITH OTHERS....................................................................58
              5.17   EXCHANGE PROCEEDS...........................................................................58
              5.18   NONCOMPETITION AND NONSOLICITATION..........................................................58
                     5.18.1     NONCOMPETITION...................................................................58
                     5.18.2     NONSOLICITATION..................................................................59
                     5.18.3     VALIDITY.........................................................................60
              5.19   EXCLUDED CONTRACTS..........................................................................60
              5.20   FINANCIAL REPORTS...........................................................................60
              5.21   GREENBANK SURETY BOND.......................................................................60

       ARTICLE VI    CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER................................................61
              6.1    CONDITIONS..................................................................................61
                     6.1.1      REPRESENTATIONS AND WARRANTIES ACCURATE..........................................61
                     6.1.2      PERFORMANCE BY SELLER............................................................61
                     6.1.3      GOVERNMENT AUTHORIZATIONS........................................................61
                     6.1.4      OPINION OF COUNSEL...............................................................62
                     6.1.5      SURVEYS..........................................................................62
                     6.1.6      ENVIRONMENTAL....................................................................62
                     6.1.7      ABSENCE OF ADVERSE CHANGE........................................................62
                     6.1.8      SECURITY CLEARANCE...............................................................63
                     6.1.9      COMPLIANCE WITH ISRA.............................................................63
                     6.1.10     GREENBANK NOVATION...............................................................63
                     6.1.11     EXPORT LICENSES..................................................................63
                     6.1.12     ANCILLARY AGREEMENTS.............................................................64
              6.2    WAIVER......................................................................................64

      ARTICLE VII    CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER...............................................64
              7.1    CONDITIONS..................................................................................64
                     7.1.1      REPRESENTATIONS AND WARRANTIES ACCURATE..........................................64
                     7.1.2      PERFORMANCE BY BUYER.............................................................64
                     7.1.3      GOVERNMENT AUTHORIZATIONS........................................................64
                     7.1.4      OPINION OF COUNSEL...............................................................64
                     7.1.5      CHANGE OF NAME...................................................................65
              7.2    WAIVER......................................................................................65

     ARTICLE VIII    INDEMNIFICATION.............................................................................65
              8.1    SURVIVAL OF REPRESENTATIONS AND WARRANTIES..................................................65
                     8.1.1      OF THE SELLER....................................................................65
                     8.1.2      OF THE BUYER.....................................................................65
              8.2    GENERAL INDEMNITY...........................................................................65
                     8.2.1      INDEMNIFICATION BY SELLER........................................................65

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                     8.2.2      INDEMNIFICATION BY BUYER.........................................................66
                     8.2.3      LIMITATIONS......................................................................67
                     8.2.4      IVORY COAST......................................................................68
              8.3    DEFENSE OF THIRD PARTY CLAIMS...............................................................69
                     8.3.1      NOTICE...........................................................................69
                     8.3.2      DEFENSE OF CLAIMS................................................................69
                     8.3.3      SETTLEMENT.......................................................................70
                     8.3.4      COOPERATION......................................................................70
              8.4    SPECIAL INDEMNITY...........................................................................70
              8.5    NO CONTRIBUTION FROM COMPANY................................................................70

       ARTICLE IX    TERMINATION.................................................................................71
              9.1    TERMINATION EVENTS..........................................................................71
              9.2    EFFECT OF TERMINATION.......................................................................71

        ARTICLE X    MISCELLANEOUS...............................................................................72
              10.1   REMEDIES; EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES;
                     RELATIONSHIP BETWEEN THE PARTIES............................................................72
                     10.1.1  REMEDIES............................................................................72
                     10.1.2 EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES; RELATIONSHIP
                            BETWEEN THE PARTIES..................................................................72
              10.2   EXPENSES....................................................................................73
              10.3   AMENDMENT...................................................................................73
              10.4   ENTIRE AGREEMENT............................................................................73
              10.5   NOTICES.....................................................................................73
              10.6   SEVERABILITY................................................................................75
              10.7   WAIVER......................................................................................75
              10.8   BINDING EFFECT; ASSIGNMENT..................................................................75
              10.9   NO THIRD PARTY BENEFICIARIES................................................................75
              10.10  COUNTERPARTS................................................................................76
              10.11  GOVERNING LAW...............................................................................76
              10.12  CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL...............................................76
                     10.12.1    CONSENT TO JURISDICTION..........................................................76
                     10.12.2    WAIVER OF JURY TRIAL.............................................................77
              10.13  CONSTRUCTION................................................................................77
                     10.13.1    WORDS............................................................................77
                     10.13.2    CROSS REFERENCES.................................................................77
                     10.13.3    NO PRESUMPTION...................................................................77
                     10.13.4    EXHIBITS AND SCHEDULES...........................................................77
              10.14  INDEPENDENCE OF COVENANTS AND REPRESENTATIONS AND
                     WARRANTIES..................................................................................77


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EXHIBITS
--------

Exhibit A-1                         Form of Asset Distribution and Assumption Agreement
Exhibit A-2                         Form of Assignment and Assumption Agreement
Exhibit B                           Form of Promissory Note
Exhibit C                           Form of Technology License Agreement
Exhibit D                           Form of Transition Services Agreement
Exhibit E                           Form of Sublease Agreement
Exhibit F                           Form of Guarantee Assumption Agreement
Exhibit G                           Form of Post Closing Note
Exhibit H                           Form of Greenbank Novation Agreement
Exhibit I                           Form of Greenbank Subcontract

DISCLOSURE SCHEDULES
--------------------

I                                   Knowledge of Seller
II                                  Distributed Assets and Liabilities
III                                 Excluded Contracts
2.4.1                               June Statements
2.6.1                               Intercompany Loans and Advances Principles and
                                    Methods
3.2.1                               Conflicts as to Material Contracts
3.2.2                               Consents and Approvals
3.3                                 Subsidiaries of CRSI; Stockholders and Capital Stock;
                                    Jurisdictions Where CRSI and the Subsidiaries are
                                    Qualified
3.4                                 Existing Options, Warrants, Calls, Rights, Arrangements,
                                    etc. Unissued Capital Stock of CRSI and the Subsidiaries
3.6.1                               Financial Statements
3.6.4                               Absence of Changes
3.7.1                               Real Property
3.7.2                               Leases of Real Property and Certain Equipment
3.7.3(b)                            Pending Condemnation Proceedings or Proceedings in
                                    Relation to Real Property
3.7.3(c)                            Agreements Granting Right of Use of Occupancy of Real
                                    Properties
3.8                                 Delinquent Accounts Receivable
3.10.1                              Patents and Licenses
3.10.2                              Trademarks, Copyrights and Licenses
3.10.3                              Computer Software
3.11.1                              Material Contracts
3.11.2                              Material Contract Exceptions
3.12                                Litigation and Investigation
3.13                                Taxes

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3.14.1                              Employees; Benefit Plans; Employment Policies
3.14.2                              Certain Labor Matters
3.14.3                              Employee Benefit Plans; ERISA
3.15.1                              Environment Permits
3.15.2                              Violation of Environmental Laws
3.15.3                              Notice of Violation of Environmental Laws
3.15.4                              Basis for Liability
3.15.5                              Underground Improvements, Dumps and Land Fills
                                    Subject to Environmental Laws
3.16.1                              Noncompliance with Government Contracts
3.16.2                              Investigations with respect to Government Contracts
3.16.3                              Outstanding Claims with respect to Government
                                    Contracts
3.16.4                              Non-Eligibility with respect to Government Contracts
3.17.2                              Noncompliance with Export Control
3.17.3                              Facility Security Clearances
3.18                                Insurance Policies
4.2.2                               Consents and Approvals
4.2.2(ii)                           Filings Required by the Department of Defense Industrial
                                    Security Regulation or Department of Defense Industrial
                                    Security Manual
5.1(m)                              1997 or 1998 Fiscal Year Capital Expenditures
5.5                                 Goods and Services to be Supplied by CRSI and
                                    Subsidiaries subject to the "Purchase Support Agreement"
5.14.1                              Excluded Employees
5.14.3                              Employee Retention Agreements


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                     STOCK PURCHASE AND SALE AGREEMENT

     This STOCK PURCHASE AND SALE AGREEMENT, dated as of March 16, 1998, is
made by and between COMSAT Corporation,  a District of Columbia corporation
("Seller"),  TBG  Industries,  Inc., a Delaware  corporation  ("TBG"),  and
Prodelin  Holding  Corporation,  a Delaware  corporation and a wholly owned
subsidiary of TBG ("Buyer").

                            W I T N E S S E T H:
                            - - - - - - - - - -

     WHEREAS,  Seller  owns all of the  issued  and  outstanding  shares of
capital stock of COMSAT RSI, Inc., a Delaware corporation ("CRSI");

     WHEREAS,  CRSI  and  the  Subsidiaries  (as  defined  herein)  design,
manufacture,  install  and  support  systems and  products  for  satellite,
terrestrial and wireless  communications,  as well as antennas and products
for air traffic control, radar and specialized applications (the "Business"
(PROVIDED THAT, for all purposes of this  Agreement,  Business shall not be
deemed to include any of the Excluded Assets and Liabilities));

     WHEREAS,  upon the  terms  and  subject  to the  conditions  contained
herein,  Seller desires to sell, and Buyer desires to purchase,  all of the
issued and outstanding  capital stock of CRSI consisting of 1,000 shares of
common stock, par value $1.00 per share (the "Shares"); and

     WHEREAS,  immediately  prior to the  Closing,  and upon the  terms and
subject to the conditions  contained herein,  Seller shall cause certain of
CRSI's assets and liabilities to be distributed to Seller or a wholly owned
subsidiary thereof;

     NOW,  THEREFORE,  in  consideration  of the  premises  and the  mutual
representations, warranties, covenants and agreements contained herein, the
parties hereto hereby agree as follows:


                                 ARTICLE I

                                DEFINITIONS

     SECTION 1.1 DEFINITIONS.  Unless the context otherwise  requires,  the
following terms shall have the following  meanings for all purposes of this
Agreement  and shall be equally  applicable  to both the  singular  and the
plural forms of the terms herein defined:

          "ADJUSTED  DECEMBER  STATEMENTS" shall have the meaning specified
     in Section 3.6.1(d) hereof.


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          "ADJUSTED JUNE BALANCE SHEET" shall have the meaning specified in
     Section 2.4.1 hereof.

          "ADJUSTED JUNE  STATEMENTS"  shall have the meaning  specified in
     Section 3.6.1(b) hereof.

          "AFFILIATE"  means,  with respect to any  specified  Person,  any
     Person which, directly or indirectly,  is in control of, is controlled
     by, or is under common control with, such specified Person.

          "AGREEMENT", "THIS AGREEMENT",  "HEREIN", "HEREUNDER",  "HEREOF",
     "HEREBY"  or other like words mean this Stock  Purchase  Agreement  as
     originally  executed  or  as  modified  or  amended  pursuant  to  the
     applicable provisions hereof.

          "ANCILLARY  AGREEMENTS"  means,  collectively,  the  Distribution
     Agreement,  the Technology License Agreement,  the Transition Services
     Agreement,  the Guarantee Assumption Agreement, the Sublease Agreement
     and the Assignment and Assumption Agreements.

          "ARBITER"  shall have the  meaning  specified  in  Section  2.6.2
     hereof.

          "ASSIGNMENT AND ASSUMPTION  AGREEMENT(S)"  shall have the meaning
     specified in Section 2.1(b) hereof.

          "BUSINESS" shall have the meaning specified in the second Whereas
     clause hereof.

          "BUYER" shall have the meaning specified in the preamble hereof.

          "BUYER  INDEMNITEE"  shall have the meaning  specified in Section
     8.2.1 hereof.

          "CLAIM" shall have the meaning specified in Section 8.3.1 hereof.

          "CLAIM NOTICE" shall have the meaning  specified in Section 8.3.1
     hereof.

          "CLOSING" shall have the meaning specified in Section 2.3 hereof.

          "CLOSING  DATE" shall have the meaning  specified  in Section 2.3
     hereof.

          "CODE" means the Internal Revenue Code of 1986, as amended.

          "COMPETING  BUSINESS" shall have the meaning specified in Section
     5.18 hereof.


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          "COMPUTER  SOFTWARE" shall have the meaning  specified in Section
     3.10.3 hereof.

          "COMSAT" shall have the meaning specified in the preamble hereof.

          "CONFIDENTIALITY  AGREEMENT" shall have the meaning  specified in
     Section 5.2.2 hereof.

          "CONSENTS"  shall have the meaning  specified in Section 6.1.3(b)
     hereof.

          "CRSI"  shall have the  meaning  specified  in the first  Whereas
     clause hereof, except that CRSI shall not refer to any of the Excluded
     Assets and Liabilities.

          "CRSI ACQUISITION DATE" means June 3, 1994.

          "CRSI  TECHNOLOGY"  shall have the meaning  specified  in Section
     3.10.1 hereof.

          "DECREASED  ADJUSTED  NOTE" shall have the meaning  specified  in
     Section 2.6.4(a)(iv).

          "DECREASED  ADJUSTED  PRINCIPAL" shall have the meaning specified
     in Section 2.6.4(a)(iv).

          "DISTRIBUTED  ASSETS" shall have the meaning specified in Section
     2.1 hereof.

          "DISTRIBUTED  ASSETS  AND  LIABILITIES"  shall  have the  meaning
     specified in Section 2.1 hereof.

          "DISTRIBUTED  LIABILITIES"  shall have the meaning  specified  in
     Section 2.1 hereof.

          "DISTRIBUTION  AGREEMENT"  shall have the  meaning  specified  in
     Section 2.1 hereof.

          "EMPLOYEES"  shall have the meaning  specified in Section  3.14.1
     hereof.

          "EMPLOYEE  PLANS"  shall have the  meaning  specified  in Section
     5.14.1 hereof.

          "ENVIRONMENTAL LAWS" means any Laws (including without limitation
     the Comprehensive  Environmental Response,  Compensation and Liability
     Act),  including  any  plan,  judgment,  injunction,  notice or demand
     letter issued,

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     entered, promulgated or approved by any Governmental Authority, now or
     hereafter   in  effect   relating  to  the   generation,   production,
     installation,  use,  storage,  treatment,   transportation,   release,
     threatened release or disposal of Hazardous Materials,  noise control,
     or the protection of natural resources or the environment.

          "ERISA"  shall  have the  meaning  specified  in  Section  3.14.3
     hereof.

          "ERISA PLAN" shall have the meaning  specified in Section  3.14.3
     hereof.

          "EXCHANGE  ACT" means the  Securities  Exchange  Act of 1934,  as
     amended.

          "EXCLUDED  ASSETS"  shall  mean,  collectively,  the  Distributed
     Assets and Excluded Contracts.

          "EXCLUDED ASSETS AND LIABILITIES" shall mean,  collectively,  the
     Excluded Assets and the Excluded Liabilities.

          "EXCLUDED CONTRACTS LIABILITIES" shall have the meaning specified
     in Section 2.1(b) hereof.

          "EXCLUDED  CONTRACTS  AND  LIABILITIES"  shall  have the  meaning
     specified in Section 2.1(b) hereof.

          "EXCLUDED  EMPLOYEES" shall have the meaning specified in Section
     5.14.1 hereof.

          "EXCLUDED  GOVERNMENT  CONTRACT" shall have the meaning specified
     in Section 5.20 hereof.

          "EXCLUDED LIABILITIES" shall mean, collectively,  the Distributed
     Liabilities and the Excluded Contracts Liabilities.

          "EXCLUDED  SUBSIDIARIES"  means CRSI Acquisition Inc., a Delaware
     corporation,  Plexsys  International  Corp.,  a Delaware  corporation,
     Plexsys  International  FSC Corp., a U.S. Virgin Islands  corporation,
     and  Radiation  Systems  Electromechanical  Systems,  Incorporated,  a
     Florida corporation.

          "EXON-FLORIO  AMENDMENT"  means  Section  721(a)  of the  Defense
     Production Act of 1950, as amended.

          "FINAL  CLOSING  NET  INTERCOMPANY  LOAN  AMOUNT"  shall have the
     meaning specified in Section 2.6.2 hereof.


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                                     4

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          "FINANCIAL  STATEMENTS"  shall  have  the  meaning  specified  in
     Section 3.6.1 hereof.

          "GAAP" shall have the meaning specified in Section 3.6.2 hereof.

          "GOVERNMENTAL  AUTHORITY"  means  any  federal,  state,  local or
     foreign court,  tribunal,  legislative,  administrative  or regulatory
     authority or agency.

          "GOVERNMENT  BID" means any bid or  proposal  made by CRSI or any
     Subsidiary which, if accepted,  would result in a Government Contract,
     but excluding,  for all purposes of this definition of Government Bid,
     any such bid or proposal  included  among or relating to the  Excluded
     Assets and Liabilities.

          "GOVERNMENT   CONTRACT"  means  any  contract,   subcontract  and
     agreement and other arrangement between CRSI or any Subsidiary and (i)
     the United States government,  (ii) any prime contractor of the United
     States government or other Person acting on its behalf,  but solely to
     the  extent  that  the  contract,  subcontract,   agreement  or  other
     arrangement  between CRSI or such Subsidiary and such prime contractor
     or Person  relates  to a  contract,  subcontract,  agreement  or other
     arrangement  between  such prime  contractor  or Person and the United
     States  government,  and (iii) any  subcontractor  with respect to any
     contract,  subcontract,  agreement or other  arrangement  described in
     clause (i) or (ii)  hereof,  but  excluding,  for all purposes of this
     definition of Government  Contract,  any such  contract,  subcontract,
     agreement or other arrangement  included among the Excluded Assets and
     Liabilities.

          "GREENBANK  CONTRACT" shall mean that certain  contract,  bearing
     number AUI-1059,  between CRSI and Associated  Universities,  Inc., as
     amended.

          "GREENBANK  SUBCONTRACT"  shall  mean  that  certain  subcontract
     between  Seller  and CRSI  entered  into at or prior  to  closing  and
     relating to the completion of the Greenbank Contract, substantially in
     the form of Exhibit I attached hereto.

          "GUARANTEE ASSUMPTION AGREEMENT" shall have the meaning specified
     in Section 2.5.4(d) hereof.

          "HAZARDOUS MATERIALS" mean any wastes,  substances,  radiation or
     materials (whether solids,  liquids or gases) (i) which are hazardous,
     toxic, infectious, explosive, radioactive,  carcinogenic or mutagenic;
     (ii) which are or become  defined as a  "pollutants",  "contaminants",
     "hazardous  materials",  "hazardous wastes",  "hazardous  substances",
     "toxic substances",  "radioactive materials",  "solid wastes" or other
     similar designations in, or otherwise subject to regulation under, any
     Environmental  Laws;  (iii) the presence of which on the Real Property
     cause or threaten to cause a nuisance pursuant to applicable

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<PAGE>



     statutory  or  common  law  upon  the  Real  Property  or to  adjacent
     properties;  (iv) without  limitation,  which contain  polychlorinated
     biphenyls   (PCBs),   asbestos  and   asbestos-containing   materials,
     lead-based paints, urea-formaldehyde foam insulation, and petroleum or
     petroleum products  (including,  without limitation,  crude oil or any
     fraction  thereof)  or (v) which pose a hazard to  natural  resources,
     industrial hygiene or the environment.

          "HSR ACT" means the Hart-Scott-Rodino  Antitrust Improvements Act
     of  1976  (including  the  regulations  promulgated  thereunder),   as
     amended.

          "INCREASED  ADJUSTED  NOTE" shall have the meaning  specified  in
     Section 2.6.4(a)(ii).

          "INDEMNIFIED  PARTY" shall have the meaning  specified in Section
     8.3.1 hereof.

          "INDEMNITOR"  shall have the meaning  specified in Section  8.3.1
     hereof.

          "INDEMNITY  CAP"  shall  have the  meaning  specified  in Section
     8.2.3(a) hereof.

          "INDEMNITY THRESHOLD" shall have the meaning specified in Section
     8.2.3(a) hereof.

          "INTEREST  RATE"  shall be the per annum  rate  equal to the rate
     announced by Chase Manhattan Bank, N.A. in the City of New York as its
     base or prime rate in effect on the close of  business  on the Closing
     Date, plus 250 basis points.

          "INVENTORY"  shall have the  meaning  specified  in  Section  3.9
     hereof.

          "IVORY COAST  COMMISSION  LITIGATION"  shall have the meaning set
     forth in Section 8.2.4(a).

          "JUNE  NET  INTERCOMPANY  LOAN  AMOUNT"  shall  have the  meaning
     specified in Section 2.4.1 hereof.

          "JUNE RECONCILIATION  STATEMENT" shall have the meaning specified
     in Section 2.4.1 hereof.

          "KNOWLEDGE  OF  SELLER"  or  "SELLER'S  KNOWLEDGE"  means (i) the
     actual  knowledge of the persons  listed on Schedule I hereto and (ii)
     that knowledge  which should have been obtained by such person,  after
     making  such due  inquiry  and  exercising  the due  diligence  that a
     prudent business person in a

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                                     6

<PAGE>



     similar circumstance should have made or exercised, as applicable with
     respect thereto.

          "LAWS"  means  any  law,  statute,  treaty,  rule,  directive  or
     regulation, decree or order of any Governmental Authority.

          "LIABILITY"  means any liability or obligation,  whether known or
     unknown,  asserted or unasserted,  absolute or contingent,  accrued or
     unaccrued,  liquidated  or  unliquidated  and whether due or to become
     due, regardless of when asserted.

          "LIENS" means all liens, claims, charges,  restrictions,  pledges
     and other security interests, mortgages and encumbrances.

          "LOSSES" means all losses, damages, liabilities, claims, demands,
     judgments,  settlements,  actual  costs and  expenses,  penalties  and
     interest  (including  reasonable  attorneys',  accountants'  and other
     professional  fees and expenses but excluding lost profits,  exemplary
     damages  or  opportunity   costs),  and  Taxes  actually  incurred  in
     connection with the receipt of  indemnification  payments,  whether or
     not arising out of third party  claims;  PROVIDED  HOWEVER that Losses
     shall be net of any (i) insurance  proceeds received by an Indemnified
     Party from an  insurance  company on  account of such  Losses  (net of
     deductibles  and any costs incurred in obtaining such proceeds and any
     increase in insurance  premiums as a result of a claim with respect to
     such proceeds),  and (ii) reductions in Taxes actually  realized by an
     Indemnified Party as a result of the event or circumstance giving rise
     to such Loss.

          "MATERIAL  ADVERSE EFFECT" means,  with respect to any Person,  a
     material adverse effect upon the business, assets, financial condition
     or results of operations of such Person,  except that where  reference
     is made to Persons taken as a whole,  such reference  means a material
     adverse  effect upon the  business,  assets,  financial  condition  or
     results of all such Persons on a consolidated basis.

          "MATERIAL  LEASES"  shall have the meaning  specified  in Section
     3.7.2 hereof.

          "NON-COMPETE  PERIOD" shall have the meaning specified in Section
     5.18 hereof.

          "NOTE"  shall have the  meaning  specified  in  Section  2.4.2(a)
     hereof.

          "NOTE  PRINCIPAL  AMOUNT"  shall have the  meaning  specified  in
     Section 2.4.2(a) hereof.


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<PAGE>



          "NOTICE  PERIOD"  with respect to  indemnification  for any third
     party claim  described  in Section  8.3.1 herein shall mean the period
     ending on the earlier of:

          (i) 30 days after the time at which such  third  party  claim has
     become the subject of  proceedings  before any court or  tribunal,  or
     such shorter  time as would allow the  Indemnitor  sufficient  time to
     contest such proceeding prior to any judgment or decision thereon; and

          (ii) 30 days  after the time at which the  Indemnified  Party has
     either (X) received  written  notice from the claimant  asserting such
     third  party  claim  or  (Y)  commenced  an  active  investigation  of
     circumstances  likely to give rise to such third party claim,  or such
     longer time as would not  prejudice,  adversely  affect or  materially
     interfere with the ability of the Indemnitor to investigate and defend
     against such third party claim.

          "PATENTS  AND  LICENSES"  shall  have the  meaning  specified  in
     Section 3.10.1 hereof.

          "PERMITTED  LIENS"  shall have the meaning  specified  in Section
     3.7.1 hereof.

          "PERSON" means any  corporation,  partnership  (whether  general,
     limited or otherwise),  limited liability company, trust, association,
     unincorporated organization,  governmental entity, agency or branch or
     department thereof, or any other legal entity, or any natural person.

          "POSITIVE  BALANCE"  shall have the meaning  specified in Section
     2.4.2(a).

          "POST CLOSING  NOTE" shall have the meaning  specified in Section
     2.6.4(b)(i).

          "PRE-CLOSING  NET  INTERCOMPANY  AMOUNT"  shall have the  meaning
     specified in Section 2.4.2 hereof.

          "PRE-CLOSING  INTERCOMPANY  STATEMENT"  shall  have  the  meaning
     specified in Section 2.4.2 hereof.

          "PRELIMINARY CLOSING NET INTERCOMPANY LOAN AMOUNT" shall have the
     meaning specified in Section 2.6.1 hereof.

          "PRELIMINARY  CLOSING STATEMENT" shall have the meaning specified
     in Section 2.6.1 hereof.


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                                     8

<PAGE>



          "PROCEEDING" shall mean any action, suit, claim, investigation or
     proceeding,  whether involving a court of law,  administrative body or
     arbitrator.

          "PURCHASE PRICE" shall have the meaning  specified in Section 2.3
     hereof.

          "PURCHASE SUPPORT  AGREEMENT" shall have the meaning specified in
     Section 5.5 hereof.

          "REAL PROPERTY" means the real property owned, leased or operated
     or  purported  to be  owned,  leased  or  operated,  by  CRSI  or  the
     Subsidiaries  as of June 30, 1997, any additional real property owned,
     leased or operated or purported to be owned,  leased or operated since
     that date and, for purposes of Sections 3.15 and 8.2.1(c) hereof,  any
     real property  formerly  owned,  leased or operated or purported to be
     owned, leased or operated by CRSI or the Subsidiaries.

          "RELEASE"  means any  emission,  spill,  seepage,  leak,  escape,
     leaching,  discharge,  injection, pumping, pouring, emptying, dumping,
     disposal or release of Hazardous Materials from any source (including,
     without  limitation,  the Real  Property and property  adjacent to the
     Real Property) into or upon the environment,  including the air, soil,
     improvements,  surface water,  groundwater,  the sewer, septic system,
     storm drain,  publicly  owned  treatment  works,  or waste  treatment,
     storage or  disposal  systems  at, on,  from,  above or under the Real
     Property  or  any  other   property  at  which   Hazardous   Materials
     originating  on or from the Real Property or the  businesses or assets
     of CRSI or any Subsidiary have been stored, treated or disposed.

          "SECURITIES ACT" means the Securities Act of 1933, as amended.

          "SELLER" shall have the meaning specified in the preamble hereof.

          "SELLER  CONSOLIDATED  GROUP" shall have the meaning specified in
     Section 5.4.1 hereof.

          "SELLER  INDEMNITEE"  shall have the meaning specified in Section
     8.2.2 hereof.

          "SELLER'S FIRM" shall have the meaning specified in Section 2.6.1
     hereof.

          "SHARES"  shall have the meaning  specified in the third  Whereas
     clause hereof.

          "SUBLEASE  AGREEMENT" shall have the meaning specified in Section
     2.5.4(c) hereof.


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<PAGE>



          "SUBSIDIARIES"    means   any   corporation,    business   trust,
     partnership,  limited  liability  company,  joint venture or any other
     entity in which CRSI holds a direct,  indirect  or  beneficial  equity
     interest.

          "SUBSIDIARIES"  shall have the meaning  specified  in Section 3.3
     hereof.

          "TAX  CONTEST"  shall  have  the  meaning  specified  in  Section
     5.4.4(a) hereof.

          "TAX INDEMNIFICATION  LIABILITY" shall have the meaning specified
     in Section 5.4.4(a) hereof.

          "TAX  INDEMNIFIED  PARTY"  shall have the  meaning  specified  in
     Section 5.4.4(b) hereof.

          "TAX  INDEMNITOR"  shall have the  meaning  specified  in Section
     5.4.4(a) hereof.

          "TAX RETURNS"  means all federal,  state,  local,  provincial and
     foreign returns,  declarations,  statements,  reports,  schedules, and
     information  returns (including,  without  limitation,  any related or
     supporting  information or Schedule  attached  thereto) required to be
     filed with any Taxing authority in connection with any Tax or Taxes.

          "TAXES" or "TAX" (and, with  correlative  meanings,  "TAXABLE" or
     TAXING") means,  with respect to any Person,  (A) any federal,  state,
     local, provincial or foreign income, gross receipts, license, payroll,
     employment, excise, severance, stamp, business,  occupation,  premium,
     windfall  profits,  environmental,  customs,  duties,  capital  stock,
     franchise,  profits,   withholding,   social  security  (or  similar),
     unemployment,  disability,  real property,  personal property,  sales,
     use,  AD  VALOREM,  transfer,   registration,   value  added,  advance
     corporation, alternative or add-on minimum, estimated, or other tax of
     any kind  whatsoever,  including  any interest,  penalty,  or addition
     thereto with respect to which such Person could be held liable and (B)
     any liability  for the payment of any amount of the type  described in
     the  immediately  preceding  clause  (A) as a  result  of (i)  being a
     transferee (within the meaning of section 6901 of the Code) of another
     Person, or (ii) being a member of an affiliated or combined group.

          "TBG" shall have the meaning specified in the preamble hereof.

          "TECHNOLOGY  LICENSE  AGREEMENT" shall have the meaning specified
     in Section 2.5.4(a) hereof.

          "TITLE  DOCUMENTS"  shall have the meaning  specified  in Section
     3.7.3(a) hereof.

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                                     10

<PAGE>



          "TRADEMARKS  AND LICENSES:"  shall have the meaning  specified in
     Section 3.10.2 hereof.

          "TRANSITION  SERVICES AGREEMENT" shall have the meaning specified
     in Section 2.5.4(b) hereof.

          "UNADJUSTED DECEMBER STATEMENTS" shall have the meaning specified
     in Section 3.6.1(c) hereof.

          "UNADJUSTED JUNE BALANCE SHEET" shall have the meaning  specified
     in Section 2.4.1 hereof.

          "UNADJUSTED JUNE STATEMENTS"  shall have the meaning specified in
     Section 3.6.1(a) hereof.

          "WARN   ACT"   means  the  Worker   Adjustment   and   Retraining
     Notification  Act of 1968,  19  U.S.C.  ss.ss.  2101 ET  SEQ.,  or any
     similar state or local law or regulation.

          "WELFARE  PLANS"  shall  have the  meaning  specified  in Section
     5.14.1(c) hereof.


                                 ARTICLE II

                    PURCHASE AND SALE OF SHARES; CLOSING


     SECTION 2.1 CERTAIN ASSETS AND LIABILITIES.  Immediately  prior to the
Closing  and  consummation  of  the   transactions   contemplated  by  this
Agreement,  and subject to the terms and conditions of this Agreement,  (a)
CRSI shall  distribute,  and Seller or a wholly  owned  subsidiary  thereof
shall accept and assume,  pursuant to an Asset  Distribution and Assumption
Agreement  substantially  in the form of Exhibit A-1  attached  hereto (the
"Distribution Agreement"), the assets and liabilities listed on Schedule II
attached  hereto  (such  assets,   the  "Distributed   Assets",   and  such
liabilities,   the  "Distributed  Liabilities";   and,  collectively,   the
"Distributed Assets and Liabilities"),  and (b) CRSI shall sell,  transfer,
set over and assign to Seller or a wholly owned  subsidiary of Seller,  and
Seller or such wholly owned subsidiary  shall purchase,  accept and assume,
pursuant to one or more Assignment and Assumption Agreements  substantially
in the form of Exhibit  A-2  attached  hereto  (each,  an  "Assignment  and
Assumption  Agreement"  and,  collectively,  the "Assignment and Assumption
Agreements"),  the Excluded Contracts listed on Schedule III hereto and all
Liabilities  relating thereto (such  Liabilities,  the "Excluded  Contracts
Liabilities"  and,  together  with the Excluded  Contracts,  the  "Excluded
Contracts and Liabilities").  For purposes of clarity,  and as reflected on
Schedules II and III, the Excluded Assets

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<PAGE>



and Liabilities include all of the Excluded Contracts referenced in Section
5.19,  and  all  of the  issued  and  outstanding  shares  of the  Excluded
Subsidiaries,  and any Liabilities  associated with the Excluded  Contracts
and  the  Excluded  Subsidiaries.  Seller  shall  pay  and  discharge,  and
indemnify  Buyer and hold Buyer harmless from and against,  all transfer or
stamp  duty  taxes,  if  any,  due  and  payable  in  connection  with  the
distribution  or transfer,  as the case may be, of the Excluded  Assets and
Liabilities.

     SECTION 2.2 PURCHASE AND SALE. At the Closing  contemplated hereby and
upon the terms and subject to the conditions contained herein, Buyer agrees
to purchase  and accept from  Seller,  and Seller  agrees to sell,  assign,
transfer and deliver or cause to be delivered to Buyer,  all of the Shares,
free and  clear of any and all  Liens or any  restrictions,  agreements  or
commitments  of any kind (other than in respect of this  Agreement),  other
than restrictions  related to transfer or stamp duty taxes, if any, arising
from the transfer of the Shares as contemplated hereby, which Seller agrees
to pay and to release and discharge Buyer from any obligations with respect
thereto,  and such other  restrictions  on any  subsequent  transfer of the
Shares that may arise under applicable federal or state securities laws.

     SECTION 2.3  CLOSING.  The  Closing  (the  "Closing")  of the sale and
purchase of the Shares  shall take place at the offices of Buyer's  outside
counsel,  O'Sullivan Graev & Karabell, LLP, 30 Rockefeller Plaza, New York,
New York 10112, at 10:00 a.m.,  local time, on the third business day after
satisfaction  or waiver of the  conditions set forth in Articles VI and VII
herein, or at such other place, date and time as the parties may agree (the
"Closing Date"), but in no event later than June 30, 1998.

     SECTION 2.4  PURCHASE  PRICE.  The  aggregate  purchase  price for the
Shares shall be  $116,500,000  (the "Purchase  Price").  The Purchase Price
shall be subject  to  adjustments  as  provided  below and in  Section  2.6
herein.

          2.4.1 JUNE  STATEMENTS.  Schedule 2.4.1 delivered  hereunder sets
forth (i) the report of  Deloitte & Touche  LLP,  independent  auditors  of
Seller and CRSI ("Seller's Firm"), which includes a consolidated  statement
of net assets held for sale at June 30, 1997 (the  "Unadjusted June Balance
Sheet"),  (ii) a pro forma  balance  sheet at June 30, 1997 (the  "Adjusted
June Balance  Sheet")  based upon the  Unadjusted  June Balance Sheet after
excluding,  to the extent  reflected on the Unadjusted  June Balance Sheet,
all  of  the  Excluded  Assets  and  Liabilities,  (iii)  a  reconciliation
statement (the "June  Reconciliation  Statement")  showing the  adjustments
from the Unadjusted  June Balance Sheet to the Adjusted June Balance Sheet,
and (iv) a statement  based upon the  Unadjusted  June Balance  Sheet after
excluding,  to the extent  reflected on the Unadjusted  June Balance Sheet,
all  intercompany  loans and advances in respect of the Excluded Assets and
Liabilities,  of the net intercompany loans and advances between Seller and
CRSI and the Subsidiaries (the "June Intercompany Statement"). The Adjusted
June Balance

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                                     12

<PAGE>



Sheet,  the  June  Reconciliation   Statement  and  the  June  Intercompany
Statement  have  been  certified  by the  Controller  of  Seller.  The  net
intercompany   loans  and  advances   between   Seller  and  CRSI  and  the
Subsidiaries   as   reflected  on  the  June   Intercompany   Statement  is
($53,500,000)  (the "June Net  Intercompany  Loan Amount").  The Unadjusted
June  Balance  Sheet  and the  Adjusted  June  Balance  Sheet (a) have been
prepared in all  material  respects in  accordance  with GAAP except as set
forth on Schedule 2.4.1 and except that such  statements do not include all
requisite financial footnotes or normal year end adjustments, (b) have been
prepared on a basis consistent with the accounting  principles,  practices,
classifications,  estimates,  assumptions  and  methodologies  of CRSI, the
Subsidiaries, and where applicable the Excluded Subsidiaries, (c) take into
account all accruals and other adjustments required to present CRSI and the
Subsidiaries,  and where applicable the Excluded Subsidiaries,  as entities
separate  and apart  from  Seller  and (d) fairly  presents  the  financial
condition of CRSI and the  Subsidiaries,  and where applicable the Excluded
Subsidiaries, as of the date indicated therein.

          2.4.2 PRE-CLOSING  STATEMENT.  At least three business days prior
to the Closing Date,  Seller shall prepare and deliver to Buyer a statement
showing the intercompany loans and advances between Seller and CRSI and the
Subsidiaries  after excluding all  intercompany  loans and advances between
Seller and CRSI and the  Subsidiaries in respect of the Excluded Assets and
Liabilities,  as of the most recent  month end for which  Seller has closed
its   intercompany   account   balances  (the   "Pre-Closing   Intercompany
Statement").  The Pre-Closing Intercompany Statement shall be prepared on a
basis  consistent  with  the  June  Intercompany  Statement,  and  shall be
certified  by the  Controller  of Seller.  The net  intercompany  loans and
advances  between Seller and CRSI and the  Subsidiaries as reflected on the
Pre-Closing  Intercompany  Statement  is  hereinafter  referred  to as  the
"Pre-Closing Net Intercompany Loan Amount."  Seller's  determination of the
Pre-Closing Net Intercompany  Loan Amount shall be binding upon the parties
at Closing absent manifest error, PROVIDED THAT the Purchase Price shall be
subject to a post-Closing adjustment as provided in Section 2.6 herein.

          (a) If the  Pre-Closing Net  Intercompany  Loan Amount is greater
     than  the  June  Net  Intercompany  Loan  Amount,  then  the  absolute
     difference  between such amounts shall  hereinafter  be referred to as
     the "Positive Balance." At the Closing, in addition to delivery of the
     Purchase Price,  Buyer shall make,  execute and deliver to Seller, and
     TBG shall  co-make  with  Buyer,  execute  and  deliver to Seller,  an
     unconditional  promissory  note  in  the  form  of  Exhibit  B  hereto
     containing or subject to intercreditor  and  subordination  provisions
     customary  for a  transaction  of the  type  contemplated  hereby  and
     reasonably   acceptable  to  the  parties  hereto  and  the  financial
     institutions  providing  financing  to  Buyer in  connection  with the
     transactions  contemplated hereby (the "Note") in the principal amount
     of the Positive  Balance,  PROVIDED  THAT if the  Positive  Balance is
     greater than  $5,000,000,  then the principal amount of the Note shall
     be $5,000,000 (in either case, the "Note Principal

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<PAGE>



     Amount"),   AND   PROVIDED   FURTHER  THAT  such   intercreditor   and
     subordination  provisions  shall in no way limit or restrict  Seller's
     rights of set-off contained in the Note.

          (b) If the Pre-Closing Net  Intercompany  Loan Amount is equal to
     or less than the June Net  Intercompany  Loan Amount,  no additions or
     subtractions  shall be made to the  Purchase  Price to be delivered at
     Closing.

     SECTION 2.5 CLOSING DELIVERIES. At the Closing, Seller and Buyer shall
deliver  or  cause  to  be  delivered  the  following  funds,   agreements,
instruments or items:

          2.5.1  PURCHASE  PRICE.  Buyer  shall  cause to be  delivered  to
Seller,  by wire transfer of  immediately  available  funds,  to an account
designated  in  writing  by Seller to Buyer at least two days  prior to the
Closing, an amount equal to the Purchase Price, and if required pursuant to
Section  2.4.2(a),  Buyer and TBG shall  deliver  to Seller the Note in the
Note Principal Amount;

          2.5.2 SHARE CERTIFICATES. Against delivery of the Purchase Price,
and if  applicable  the Note,  Seller shall sell,  deliver and transfer the
Shares to Buyer, together with a certificate  evidencing each of the Shares
duly endorsed in blank by an  authorized  officer of Seller or with a stock
transfer  power duly endorsed in blank by an  authorized  officer of Seller
and affixed thereto;

          2.5.3  CORPORATE  RECORDS.  Seller  shall  deliver or cause to be
delivered  to Buyer all  extant  corporate  minute  books,  stock  transfer
records and the corporate seal of CRSI and of each of the Subsidiaries;

          2.5.4 ANCILLARY AGREEMENTS.  Seller and Buyer (or, in the case of
the  Technology  License  Agreement,   Transition  Services  Agreement  and
Sublease  Agreement  referenced below, CRSI) shall enter into the following
agreements:

          (a) TECHNOLOGY LICENSE AGREEMENT. A Technology License Agreement,
     substantially   in  the  form  of  Exhibit  C  attached   hereto  (the
     "Technology License Agreement");

          (b)  TRANSITION   SERVICES   AGREEMENT.   A  Transition  Services
     Agreement, substantially in the form of Exhibit D attached hereto (the
     "Transition  Services  Agreement"),  pursuant  to which  Seller  shall
     provide to CRSI, and CRSI shall provide to Seller,  for a transitional
     period following the Closing the services specified therein;

          (c) OFFICE  SUBLEASE  AGREEMENT.  An Office  Sublease  Agreement,
     substantially in the form of Exhibit E attached hereto (the "Sublease

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                                     14

<PAGE>



     Agreement"),  pursuant to which  Seller shall lease to CRSI office and
     manufacturing  space in  Seller's  facilities  located in  Clarksburg,
     Maryland;

          (d) GUARANTEE  ASSUMPTION  AGREEMENT.  A Guarantee Assumption and
     Reimbursement  Agreement,  substantially  in the  form  of  Exhibit  F
     attached hereto (the "Guarantee Assumption Agreement"); and

          (e) GREENBANK SUBCONTRACT. The Greenbank Subcontract;

          2.5.5 CLOSING  DOCUMENTS TO BE DELIVERED BY SELLER.  Seller shall
deliver  or  cause  to  be  delivered  to  TBG  and  Buyer  the   opinions,
certificates  and  other  documents  required  to be  delivered  by  Seller
pursuant to Article VI herein,  and such other documents and instruments as
may be reasonably  requested by TBG and Buyer to more fully  consummate the
transactions contemplated hereby; and

          2.5.6 CLOSING  DOCUMENTS TO BE DELIVERED BY BUYER.  TBG and Buyer
shall deliver or cause to be delivered to Seller the opinions, certificates
and other  documents  required to be delivered by TBG and Buyer pursuant to
Article VII herein,  and such other  documents  and  instruments  as may be
reasonably  requested by Seller to more fully  consummate the  transactions
contemplated hereby.

     SECTION 2.6 PURCHASE PRICE ADJUSTMENT.

          2.6.1 CLOSING  STATEMENT.  Within 30 days after the Closing Date,
Seller shall prepare as at the Closing Date and make available to Buyer (i)
a statement  (the  "Preliminary  Closing  Statement")  using those methods,
principles and procedures set forth on Schedule  2.6.1,  and based upon the
June Intercompany  Statement,  showing the intercompany  loans and advances
between Seller and CRSI and the  Subsidiaries,  but excluding any loans and
advances in respect of the Excluded Assets and  Liabilities,  together with
the net amount  thereof (the  "Preliminary  Closing Net  Intercompany  Loan
Amount"),  and (ii) a  line-item  reconciliation  spread  sheet of the June
Intercompany  Statement,  the  Pre-Closing  Intercompany  Statement and the
Preliminary Closing Statement,  in each case certified by the Controller of
Seller.  The  Preliminary  Closing  Statement  shall be prepared on a basis
consistent with the June Intercompany  Statement and in accordance with the
methods, principles and procedures set forth on Schedule 2.6.1.

          2.6.2 OBJECTIONS;  RESOLUTIONS.  Within 30 days after the receipt
of the Preliminary Closing Statement,  Buyer will deliver written notice to
Seller of any objections  thereto which  objections may relate to loans and
advances reflected on the Pre-Closing Intercompany Statement (as well as on
the Preliminary Closing Statement, if applicable), and will attempt in good
faith  (without an  obligation to reach an agreement) to reach an agreement
with Seller as to any matters in dispute; PROVIDED HOWEVER that Buyer shall
have no right to object  to  methods,  principles  and  procedures  used by
Seller in determining or recording the intercompany loans and

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advances  between Seller and CRSI and the  Subsidiaries as reflected on the
Preliminary Closing Statement (or the Pre-Closing  Intercompany  Statement,
if  applicable)  so long as such methods,  principles  and  procedures  are
consistent with those used to prepare the June  Intercompany  Statement and
those  described on Schedule  2.6.1.  If Buyer and Seller,  notwithstanding
such good faith  effort,  fail to resolve all matters in dispute  within 20
days after  Buyer  advises  Seller of its  objections,  then any  remaining
disputed  matters  will  be  finally  and  conclusively  determined  by  an
independent  auditing firm of recognized  national standing (the "Arbiter")
selected  in good  faith by Buyer and  Seller,  which  firm will not be the
regular auditing firm of Buyer or Seller.  Promptly,  but not later than 10
days  after its  acceptance  of its  engagement  by Buyer and  Seller,  the
Arbiter will determine  (based solely on  presentations by Seller and Buyer
and not by  independent  review)  only those  matters  in dispute  and will
prepare  and  deliver to the  parties  for CRSI and the  Subsidiaries  on a
consolidated  basis (but excluding the Excluded Assets and  Liabilities) at
the Closing Date a final statement (the "Final Closing  Statement") showing
the  intercompany  loans  and  advances  between  Seller  and  CRSI and the
Subsidiaries,  but  excluding  any loans and  advances  in  respect  of the
Excluded Assets and Liabilities,  together with the net amount thereof (the
"Final Closing Net Intercompany Loan Amount"),  and a reconciliation of the
disputed   matters  from  the  Preliminary   Closing   Statement  (and,  if
applicable,  the Pre-Closing  Intercompany  Statement) to the Final Closing
Statement,  which Final Closing  Statement  shall be conclusive and binding
upon the parties. Buyer's failure to timely notify Seller in writing of any
objections  pursuant  to this  Subsection  2.6.2  shall be  deemed  for all
purposes  to  constitute  Buyer's  acceptance  of the  Preliminary  Closing
Statement,  and the Preliminary Closing Net Intercompany Loan Amount shall,
in such  circumstances,  be deemed the Final Closing Net Intercompany  Loan
Amount.

          2.6.3  WORKPAPERS.  For purposes of complying  with the terms set
forth  herein,  each party will  cooperate  with and make  available to the
other party and its auditors and representatives all information,  records,
data and auditors' working papers, and will permit access to its facilities
and  personnel,  as may be  reasonably  required  in  connection  with  the
preparation  and analysis of the  Preliminary  Closing  Statement  (and the
Pre-Closing  Intercompany Statement,  if requested),  and the resolution of
any disputes thereunder.  Without limiting the generality of the foregoing,
Seller  will cause  Seller's  Firm to make  available  to Buyer and Buyer's
outside  accountants  within  three  business  days after  delivery  of the
Preliminary  Closing  Statement  pursuant to Subsection 2.6.2 copies of the
workpapers therefor.

          2.6.4 FINAL ADJUSTMENTS.

          (a) If the Pre-Closing Net  Intercompany  Loan Amount was greater
     than the June Net Intercompany Loan Amount, and:

               (i) The  Final  Closing  Net  Intercompany  Loan  Amount  is
          greater than the Pre-Closing Net  Intercompany  Loan Amount,  and
          the

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          Principal   Amount  on  the  Note  is   $5,000,000,   no  further
          adjustments shall be made in respect of the Purchase Price or the
          Note;

               (ii) The  Final  Closing  Net  Intercompany  Loan  Amount is
          greater than the Pre-Closing Net  Intercompany  Loan Amount,  and
          the Principal  Amount on the Note is less than  $5,000,000,  then
          Seller shall return the Note to Buyer and TBG against delivery by
          Buyer  and  TBG  of a  new  unconditional  promissory  note  (the
          "Increased Adjusted Note") in form and substance identical to the
          Note except that the principal  amount on the Increased  Adjusted
          Note shall be the absolute  difference  between the Final Closing
          Net Intercompany  Loan Amount and the June Net Intercompany  Loan
          Amount, PROVIDED THAT if such absolute difference is greater than
          $5,000,000,  the principal amount on the Increased  Adjusted Note
          shall be $5,000,000;

               (iii) The Final  Closing  Net  Intercompany  Loan  Amount is
          equal to the Pre-Closing Net Intercompany Loan Amount, no further
          adjustment  will be made in respect of the Purchase  Price or the
          Note;

               (iv) The Final Closing Net Intercompany  Loan Amount is less
          than the Pre-Closing Net Intercompany Loan Amount, but is greater
          than the June Net  Intercompany  Loan  Amount,  and the  absolute
          difference between the Final Closing Net Intercompany Loan Amount
          and  the  June  Net   Intercompany   Loan  Amount  is  less  than
          $5,000,000,  then Seller  shall  return the Note to Buyer and TBG
          against  delivery  by  Buyer  and  TBG  of  a  new  unconditional
          promissory  note  (the  "Decreased  Adjusted  Note")  in form and
          substance  identical to the Note except that the principal amount
          on the Decreased  Adjusted Note shall be the absolute  difference
          between the Final  Closing Net  Intercompany  Loan Amount and the
          June  Net  Intercompany  Loan  Amount  (the  "Decreased  Adjusted
          Principal");

               (v) The Final Closing Net  Intercompany  Loan Amount is less
          than the Pre-Closing Net Intercompany Loan Amount and is equal to
          the June Net Intercompany  Loan Amount,  then Seller shall return
          the Note to Buyer and TBG; or

               (vi) The Final Closing Net Intercompany  Loan Amount is less
          than the June Net  Intercompany  Loan  Amount,  then Seller shall
          return the Note to Buyer and TBG,  and Seller  shall pay to Buyer
          by wire transfer of immediately  available  funds,  to an account
          designated in writing by Buyer to Seller,  an amount equal to the
          absolute difference between the June Net Intercompany Loan Amount
          and the Final Closing Net Intercompany Loan Amount, PROVIDED THAT
          if such absolute  difference is greater than $10,000,000,  Seller
          shall pay to Buyer only

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<PAGE>



          $10,000,000 and no greater  amount.  Any amount paid by Seller to
          Buyer  pursuant to this  Subsection  2.6.4(a)(vi)  shall  include
          simple  interest  at the  Interest  Rate on such  amount from and
          including  the  Closing  Date to but not  including  the  date of
          payment  (computed on a per annum basis,  365 or 366 day year, as
          the case may be).

          (b) If the Pre-Closing Net Intercompany Loan Amount was less than
     or equal to the June Net Intercompany Loan Amount, and:

               (i) The  Final  Closing  Net  Intercompany  Loan  Amount  is
          greater than the June Net  Intercompany  Loan Amount,  then Buyer
          shall make,  execute and deliver to Seller, and TBG shall co-make
          with  Buyer,  execute  and  deliver to Seller,  an  unconditional
          promissory  note in the form of  Exhibit G hereto  containing  or
          subject to intercreditor and subordination  provisions  customary
          for a transaction of the type contemplated  hereby and reasonably
          acceptable to the parties  hereto and the financial  institutions
          providing  financing to Buyer in connection with the transactions
          contemplated  hereby (the  "Post-Closing  Note") in the principal
          amount of the absolute  difference  between the Final Closing Net
          Intercompany  Loan  Amount  and the  June Net  Intercompany  Loan
          Amount, PROVIDED THAT if such absolute difference is greater than
          $5,000,000,  the principal amount on the Post-Closing  Note shall
          be $5,000,000,  AND PROVIDED FURTHER THAT such  intercreditor and
          subordination  provisions  shall  in no  way  limit  or  restrict
          Seller's rights of set-off contained in the Post-Closing Note;

               (ii) The Final Closing Net Intercompany Loan Amount is equal
          to the June Net Intercompany Loan Amount,  no further  adjustment
          shall be made in respect of the Purchase Price; or

               (iii) The Final Closing Net Intercompany Loan Amount is less
          than the June Net Intercompany Loan Amount, then Seller shall pay
          to Buyer by wire transfer of immediately  available  funds, to an
          account designated in writing by Buyer to Seller, an amount equal
          to  the  absolute   difference  between  the  Final  Closing  Net
          Intercompany  Loan  Amount  and the  June Net  Intercompany  Loan
          Amount, PROVIDED THAT if such absolute difference is greater than
          $10,000,000,  Seller shall pay to Buyer only  $10,000,000  and no
          greater  amount.  Any amount paid by Seller to Buyer  pursuant to
          this  Subsection  2.6.4(b)(iii)  shall include simple interest at
          the Interest  Rate on such amount from and  including the Closing
          Date to but not including the date of payment  (computed on a per
          annum basis, 365 or 366 day year, as the case may be).

          (c) Any  exchange or delivery of any  promissory  notes,  and any
     payments of funds pursuant to this Section 2.6.4, shall be made within
     five

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<PAGE>



     business days following the final  determination  of the Final Closing
     Net Intercompany Loan Amount pursuant to Section 2.6.2.

          (d) The parties hereto agree that if the principal  amount of the
     Post-Closing  Note is equal to  $5,000,000,  and the Final Closing Net
     Intercompany Loan Amount exceeds the June Net Intercompany Loan Amount
     by more  than  $5,000,000,  then the  amount of such  excess  shall be
     extinguished and Seller shall forgo the right to collect from CRSI and
     the Subsidiaries the amount of such excess.

          2.6.5 FEES AND EXPENSES. All fees and expenses of the Arbiter (if
any),  shall be borne  equally  between  Buyer and Seller.  If Buyer or TBG
engages any outside auditing firm or consultant to assist in its review and
analysis  of  the   Preliminary   Closing   Statement  or  the  Pre-Closing
Intercompany  Statement, or to certify any financial statements of CRSI and
the Subsidiaries at the Closing Date in connection with any filing required
under the Securities Act or the Exchange Act and the  regulations and Forms
adopted  pursuant  to either  Act,  the fees and  expenses  of such firm or
consultant shall be borne by Buyer and TBG at their sole expense.


                                ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF SELLER


     Seller hereby  represents and warrants to TBG and to Buyer,  as of the
date hereof and as of the Closing Date, as follows:

     SECTION 3.1  CORPORATE  STATUS AND  AUTHORITY  OF SELLER.  Seller is a
corporation duly incorporated,  validly existing and in good standing under
the laws of the District of Columbia, and has the requisite corporate power
and authority to own,  lease and operate its properties and to carry on its
business as currently  conducted in all material respects and to enter into
and perform this  Agreement and the Ancillary  Agreements and to consummate
the transactions  contemplated hereby and thereby. The execution,  delivery
and  performance by Seller of this  Agreement and the Ancillary  Agreements
have been duly authorized by all requisite  corporate action on the part of
Seller. This Agreement is and, when executed at the Closing, each Ancillary
Agreement  will be a valid and binding  obligation  of Seller,  enforceable
against Seller in accordance with its respective  terms,  except as limited
by applicable bankruptcy, insolvency,  reorganization,  moratorium or other
laws of general  application  referring to or affecting the  enforcement of
creditors' rights, or by general equitable principles.


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<PAGE>



     SECTION 3.2 NO CONFLICTS, ETC.

          3.2.1 NO CONFLICTS.  The execution,  delivery and  performance of
this  Agreement  and the  Ancillary  Agreements  by Seller and CRSI and the
consummation of the transactions contemplated hereby and thereby will not:

          (a) conflict  with or result in a breach of any  provision of the
     Articles of  Incorporation or by-laws of Seller or the Certificates of
     Incorporation or by-laws of CRSI or any Subsidiary;

          (b) except as set forth on  Schedule  3.2.1,  result in a default
     (or  give  rise  to  any  right  to   termination,   cancellation   or
     acceleration  after  lapse of time or the giving of notice or both) or
     result in the creation of any Liens under any of the terms, conditions
     or provisions of any (i) loan agreement, note, bond, mortgage, deed of
     trust or indenture to which Seller, CRSI or any Subsidiary is a party,
     (ii) Material Lease or (iii) any contract  listed on Schedule  3.11.1;
     and

          (c) violate any Laws  applicable to or binding upon Seller,  CRSI
     or any Subsidiary or their respective properties or assets.

          3.2.2  CONSENTS  AND  APPROVALS.  Except as set forth on Schedule
3.2.2 delivered hereunder,  no material consent,  approval or authorization
of or filing with any Governmental Authority or other Person is required on
the part of Seller,  CRSI or any of the Subsidiaries in connection with the
execution and delivery of this  Agreement  and the Ancillary  Agreements by
Seller and CRSI or the  consummation by Seller and CRSI of the transactions
contemplated hereby or thereby, except for:

          (a) the pre-merger  notification  filings  required to be made by
     Seller and Buyer under the HSR Act; and

          (b) the joint  notification  required pursuant to the Exon-Florio
     Amendment.

     SECTION  3.3   CORPORATE   STATUS  AND   AUTHORITY  OF  CRSI  AND  THE
SUBSIDIARIES.  Each  of  CRSI  and  each  of  the  Subsidiaries  (i)  is  a
corporation duly incorporated,  validly existing and in good standing under
the laws of the jurisdiction of its  incorporation,  (ii) has the requisite
corporate  power and authority to own, lease and operate its properties and
to carry on its business as currently conducted and (iii) is duly qualified
to  transact  business  in each  jurisdiction  in which  the  nature of its
business  or the  location of its assets  requires  it to be so  qualified,
other than those  jurisdictions  in which the failure to be so qualified is
not,  individually  or in the  aggregate,  reasonably  expected  to  have a
Material  Adverse Effect on CRSI or any of the  Subsidiaries.  Schedule 3.3
delivered  hereunder  contains a list of each subsidiary,  its stockholders
and the capital stock owned by them and such subsidiary's

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<PAGE>



jurisdiction  of  incorporation,  whether  direct or  indirect or wholly or
partially  owned, of CRSI (other than such  subsidiaries  that are included
among the Excluded Assets) (collectively, the "Subsidiaries"). None of CRSI
or any Subsidiary has any equity interest or investment in any corporation,
partnership, joint venture, limited liability company, association or other
business  organization  other than as set forth on Schedule  3.3  delivered
hereunder.  Schedule 3.3 contains a list of each jurisdiction in which CRSI
and the  Subsidiaries  are qualified to transact  business.  The Seller has
made  available  to  Buyer  true,   complete  and  correct  copies  of  the
Certificate or Articles of Incorporation and all amendments thereto of CRSI
and each  Subsidiary  and the  by-laws  of CRSI and each  Subsidiary  as in
effect on the date hereof.  The minute and stock transfer books of CRSI and
each Subsidiary have been made available to Buyer and TBG.

     SECTION 3.4 OWNERSHIP OF CRSI AND THE SUBSIDIARIES. The Shares consist
of all of the  issued  and  outstanding  shares of  capital  stock of CRSI.
Seller owns  beneficially and of record all of the Shares free and clear of
any Lien other than Liens for taxes and assessments and other  governmental
charges  not yet due or which  are  being  contested  in good  faith and by
appropriate  proceedings.  CRSI or a Subsidiary  owns  beneficially  and of
record all of the issued and outstanding shares of capital stock of each of
the  Subsidiaries  listed  as  being  owned by CRSI or such  Subsidiary  on
Schedule  3.3 free and  clear of any Lien  other  than  Liens for taxes and
assessments and other  governmental  charges not yet due or which are being
contested in good faith and by appropriate  proceedings.  All of the Shares
and the  shares  of  capital  stock  of the  Subsidiaries  have  been  duly
authorized,  validly issued and are fully paid and nonassessable,  and (ii)
except as  contemplated  by this  Agreement  or as  otherwise  set forth on
Schedule  3.4,  there are no existing  options,  warrants,  calls,  rights,
arrangements or commitments of any character relating to the authorized and
unissued capital stock of CRSI and the Subsidiaries or to any securities or
obligations  convertible into or exchangeable for, or giving any person any
right to subscribe  for or acquire from Seller,  CRSI or the  Subsidiaries,
any  shares  of  capital  stock  of  CRSI  or any  Subsidiary,  and no such
convertible  or  exchangeable  securities or obligations  are  outstanding.
There are no voting trusts or other agreements or  understandings  to which
the Seller or CRSI or any of the  Subsidiaries is bound with respect to the
voting of the capital stock of CRSI or any of the  Subsidiaries.  There are
no stock  appreciation  rights,  phantom stock rights or similar  rights or
arrangements outstanding.  With respect to the period existing prior to the
CRSI  Acquisition  Date, all securities  issued by CRSI or the Subsidiaries
were, to the Knowledge of Seller,  acquired in transactions  complying with
the  Securities  Act and all  applicable  laws.  With respect to the period
existing from and after the CRSI Acquisition Date, all securities issued by
CRSI or the Subsidiaries  were acquired in transactions  complying with the
Securities Act and all applicable laws.


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<PAGE>



     SECTION 3.5  TRANSFER OF SHARES.  Upon  delivery of the Shares and the
payment of the Purchase Price therefor as  contemplated  by this Agreement,
Buyer  will  receive  at the  Closing  good and valid  title to the  Shares
purchased  by it,  free and clear of any Lien  except for any Lien that may
arise  from acts or  omissions  of Buyer and  except  for  restrictions  on
transfer  under  the  Securities  Act,  any  state  "Blue  Sky" law and any
applicable foreign law or regulation.

     SECTION 3.6 FINANCIAL STATEMENTS, ETC.

          3.6.1  SCHEDULES.  Schedule 3.6.1  delivered  hereunder  contains
true, correct and complete copies of:

          (a) the Unadjusted June Balance Sheet certified by Seller's Firm,
     and the related  statement of income for CRSI and its subsidiaries for
     the period  January 1, 1997 through  June 30,  1997,  certified by the
     Controller of Seller (collectively, the "Unadjusted June Statements");

          (b) the Adjusted June Balance Sheet and the related  statement of
     income for CRSI and the  Subsidiaries  for the period  January 1, 1997
     through  June 30,  1997  (excluding,  for  purposes  of  clarity,  the
     Excluded Assets and Liabilities),  each certified by the Controller of
     Seller   (collectively,   the  "Adjusted  June  Statements"),   and  a
     reconciliation  statement  showing the adjustments from the Unadjusted
     June  Statements  to the Adjusted  June  Statements,  certified by the
     Controller of Seller;

          (c) the  consolidated  balance sheet of CRSI and its subsidiaries
     as of December 31, 1997, and the related  statement of income for CRSI
     and its  subsidiaries  for the  year  then  ended  (collectively,  the
     "Unadjusted December Statements"), each certified by the Controller of
     Seller and each of which have been prepared on a basis consistent with
     the  accounting  principles,  practices,  classifications,  estimates,
     assumptions  and   methodologies   used  in  the  preparation  of  the
     Unadjusted June Statements; and

          (d) the  consolidated  balance sheet of CRSI and the Subsidiaries
     as of December 31, 1997 and the related  statements of income and cash
     flows  for  CRSI  and  the   Subsidiaries  for  the  year  then  ended
     (collectively  the "Adjusted  December  Statements")  (excluding,  for
     purposes  of  clarity,  the  Excluded  Assets and  Liabilities),  each
     certified  by the  Controller  of Seller  and each of which  have been
     prepared  on  a  basis  consistent  with  the  accounting  principles,
     practices,  classifications,  estimates, assumptions and methodologies
     used  in  the  preparation  of the  Adjusted  June  Statements,  and a
     reconciliation  statement  showing the adjustments from the Unadjusted
     December Statements to the Adjusted December Statements,  certified by
     the Controller of Seller.


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<PAGE>



The  Unadjusted  June  Statements,   the  Adjusted  June  Statements,   the
Unadjusted  December  Statements,  the Adjusted December Statements and the
related   reconciliation   statements   referenced  above  are  hereinafter
collectively referred to as the "Financial Statements."

          3.6.2  ACCURACY.  The data set  forth in  Schedule  3.6.1  are in
accordance  with the books and  records of CRSI and the  Subsidiaries,  and
when applicable the Excluded Subsidiaries, and fairly present the financial
condition, the results of the operations,  retained earnings and cash flows
for  CRSI  and  the   Subsidiaries,   and  when   applicable  the  Excluded
Subsidiaries,  for the dates or periods  therein  indicated.  The Financial
Statements were prepared in accordance with generally  accepted  accounting
principles  consistently  applied  ("GAAP") with such  deviations as may be
referred to in the notes thereto or in Schedule  3.6.1,  and subject,  with
respect to the Unadjusted June Statements and the Adjusted June Statements,
to normal year-end adjustments.

          3.6.3 NO UNDISCLOSED LIABILITIES. Except as set forth on Schedule
3.6.1,   neither  CRSI  or  any  of  the   Subsidiaries  has  any  material
Liabilities,  except for (i) Liabilities  reflected or reserved  against in
the Financial Statements, (ii) Liabilities under contracts,  agreements and
arrangements  to  which  they  are a  party  or  bound,  including  without
limitation those that are set forth in Schedule 3.11.1,  which  Liabilities
have arisen in the ordinary course of business,  and (iii) Liabilities that
have arisen  since the date of the  Financial  Statements  in the  ordinary
course of business, (none of which relates to breach of contract, breach of
warranty,  tort,  infringement,  violation  of Law or any  action,  suit or
Proceeding  (including any Liability under any Environmental  Laws)). There
were no material loss  contingencies (as such term is used in the Statement
of Financial  Accounting Standards No. 5 issued by the Financial Accounting
Standards Board in March 1975) that were not adequately provided for in the
Financial Statements as of the dates therein indicated.

          3.6.4  ABSENCE OF  CHANGES.  Other than as set forth in  Schedule
3.6.4  delivered  hereunder,  since June 30,  1997,  the  Business has been
operated in the ordinary course and consistent with past practice and there
has not been:

          (a) Any increase in the rate or terms of compensation  payable to
     any  of  the   directors,   officers  or  employees  of  CRSI  or  the
     Subsidiaries,  except  increases  occurring in the ordinary  course of
     business in accordance  with their  customary  practices  (which shall
     include normal periodic  performance reviews and related  compensation
     and benefit increases);

          (b) Any  material  increase  in the rate or  terms of any  bonus,
     insurance,   pension  or  other  employee  benefit  plan,  payment  or
     arrangement  made to, for or with any of the  officers or employees of
     CRSI or the Subsidiaries,  except increases  occurring in the ordinary
     course of business in

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<PAGE>



     accordance with their customary  practices (which shall include normal
     periodic  performance  reviews  and related  compensation  and benefit
     increases);

          (c) Any  loan  to,  or  guarantee  or  assumption  of any loan or
     obligation  by  Seller,  CRSI or the  Subsidiaries  on behalf  of, any
     officer  or  employee  of CRSI  or the  Subsidiaries  except  advances
     occurring  in the  ordinary  course of  business  in  accordance  with
     customary practices;

          (d) Any entry  into any  agreement,  commitment,  or  transaction
     (including  without limitation any borrowing,  capital  expenditure or
     capital  financing) by Seller,  CRSI or the Subsidiaries in respect of
     CRSI  or  the   Subsidiaries   except   agreements,   commitments   or
     transactions  contemplated  by this  Agreement  or entered into in the
     ordinary course of business;

          (e) Any  material  change  by CRSI or the  Subsidiaries  in their
     accounting methods, practices, or principles not otherwise required by
     GAAP;

          (f) Except as otherwise  provided by the Distribution  Agreement,
     any declaration or payment of any dividend or other distribution on or
     with respect to the shares of capital stock of CRSI or any  Subsidiary
     or securities  exercisable or exchangeable  for, or convertible  into,
     capital  stock of CRSI or any  Subsidiary,  or any direct or  indirect
     redemption,  purchase  or other  acquisition  of any shares of capital
     stock or other securities of CRSI or any Subsidiary;

          (g) Any waiver or release of any  material  rights of CRSI or any
     of the Subsidiaries, except in the ordinary course of business and for
     fair value,  or any lapse or other loss of a material right of CRSI or
     any of the  Subsidiaries  to use its  assets or conduct  the  Business
     (except as otherwise  contemplated by the  Distribution  Agreement and
     the Assignment and Assumption Agreements);

          (h) Any sale, assignment, transfer or lease of any assets of CRSI
     or any Subsidiary,  tangible or intangible, except (i) in the ordinary
     course of business,  (ii) in an amount not in excess of  $100,000,  or
     (iii) as  effected  pursuant  to the  Distribution  Agreement  and the
     Assignment and Assumption Agreements;

          (i) Any  subjection  of any  assets  of  CRSI or any  Subsidiary,
     tangible or intangible,  to any Lien,  other than  Permitted  Liens or
     Liens not in excess of $100,000;

          (j) Any acceleration,  termination,  modification or cancellation
     of any contract, agreement or instrument listed on Schedule 3.11.1, or
     any contract, agreement or instrument related thereto to which CRSI or
     any  Subsidiary  is a party  and to the  Seller's  Knowledge  no party
     intends to take such action;

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<PAGE>



          (k) Any change in the Business,  financial  condition,  assets or
     liabilities  of CRSI and the  Subsidiaries  which  has had a  Material
     Adverse Effect upon CRSI and the Subsidiaries, taken as a whole; or

          (l) Any  material  change in the  policies  of CRSI or any of the
     Subsidiaries  with respect to the payment of accounts payable or other
     current   Liabilities  or  the  posting  and  collection  of  accounts
     receivable,  including  any  deferral  of the  payment or posting  and
     collection thereof,  as applicable,  PROVIDED THAT the foregoing shall
     not  preclude  CRSI  and  the  Subsidiaries  from  attempting  to  and
     collecting  all  outstanding  receivables  prior to  Closing,  or from
     adopting and  following  other cash  management  actions  permitted by
     Section 5.1.2.

     SECTION 3.7 PROPERTIES; LEASES; TANGIBLE ASSETS.

          3.7.1 TITLE.  Schedule  3.7.1  delivered  hereunder  sets forth a
complete list of all Real  Property.  The Real Property  listed on Schedule
3.7.1 hereof and owned,  operated or used by CRSI or the Subsidiaries as of
the date hereof  constitute  all real  property  necessary for CRSI and the
Subsidiaries  to carry on the Business as  presently  conducted by CRSI and
the Subsidiaries.  CRSI and the Subsidiaries have good and marketable title
to all Real  Properties  and  tangible  assets  which they  purport to own,
including all Real Properties and tangible assets reflected in the Adjusted
December  Statements,  except those real  properties  and  tangible  assets
disposed of in the  ordinary  course of business  since  December 31, 1997.
Except  as set  forth  on  Schedule  3.7.1,  neither  CRSI  nor  any of the
Subsidiaries has received notice of any increase in the assessed  valuation
of the Real Property and no notice of any contemplated  special  assessment
of the Real Property has been received by CRSI or any of the  Subsidiaries,
and, to the Seller's Knowledge, there is no threatened increase in assessed
valuation or threatened  special  assessment  pertaining to any of the Real
Property.  The title to each such Real Property and tangible  asset is free
and  clear  of  all  Liens,   except  as  follows  (such  permitted  liens,
collectively, the "Permitted Liens"):

          (a) The Lien of  current  Taxes  not yet due and  payable,  or of
     Taxes  the  validity  of  which is being  contested  in good  faith by
     appropriate proceedings;

          (b) Any Lien  reflected on the  Financial  Statements,  with such
     changes in the amount  thereof as may have  occurred  in the  ordinary
     course of business prior to the Closing Date;

          (c) Such other  imperfections  of title or Liens which, as of the
     Closing  Date,  will not  diminish  in any  material  way the value or
     diminish in any way the current use of the specific  property affected
     thereby; and


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          (d) Any Lien identified on Schedule 3.7.1 delivered hereunder.

          3.7.2 LEASES.  Schedule 3.7.2 delivered hereunder  identifies all
leases by which  CRSI and the  Subsidiaries  lease (a) Real  Property  as a
lessee and (b) equipment,  wherein,  with respect to such equipment leases,
CRSI or any  Subsidiary  is  obligated  to  make  payments  of One  Hundred
Thousand  Dollars  ($100,000)  or more  per  year  (clauses  (a)  and  (b),
collectively, the "Material Leases" and, individually, a "Material Lease").
With respect to such Material  Leases,  there exist no defaults by CRSI and
the  Subsidiaries,  as the  case may be,  or to the  Knowledge  of  Seller,
defaults  by  any  third  party,  that  adversely  affect  the  rights  and
privileges  under such lease of CRSI and the  Subsidiaries  in any material
respects.

          3.7.3 DOCUMENTS.

          (a) True,  complete and correct copies of (i) all Material Leases
     and (ii) all deeds,  title  insurance  policies,  surveys,  mortgages,
     agreements   and   other   documents,   instruments,   agreements   or
     understandings  granting to CRSI or any of the Subsidiaries  title to,
     or an interest in, or otherwise  affecting or evidencing  the state of
     title to any Real  Property  owned or purported to be owned by CRSI or
     any  Subsidiary,  together  with  all  amendments,  modifications  and
     supplements thereto (collectively,  the "Title Documents"),  have been
     delivered or made available to the Buyer.

          (b) Except as set forth on Schedule 3.7.3(b), with respect to any
     Real  Property  owned  or  purported  to  be  owned  by  CRSI  or  any
     Subsidiary,  no portion thereof is subject to any pending condemnation
     proceeding or proceeding  by any public or  quasi-public  authority of
     which CRSI or any of the Subsidiaries has received written notice and,
     to  Seller's  Knowledge,   there  is  no  threatened  condemnation  or
     proceeding with respect  thereto.  The physical  condition of the Real
     Property, to Seller's Knowledge,  is sufficient for the conduct of the
     Business as presently  conducted subject to the provision of usual and
     customary maintenance and repair performed in the ordinary course with
     respect to similar properties of like age and construction.

          (c)  Except  as set  forth on  Schedule  3.7.3(c),  there  are no
     contracts,  written or oral, to which CRSI or any of the  Subsidiaries
     is a party,  granting to any party or parties  (other than CRSI or any
     Subsidiary) the right of use or occupancy of any portion of any of the
     Real Properties.

     SECTION 3.8  ACCOUNTS  RECEIVABLE.  The billed and  unbilled  accounts
receivable of CRSI and the Subsidiaries as of December 31, 1997, statements
of which  have  been  separately  furnished  or made  available  to  Buyer,
accurately  reflect,  in accordance  with GAAP, the accounts  receivable of
CRSI and the  Subsidiaries  as of such date,  and such billed and  unbilled
accounts receivable arose from bona fide transactions which occurred in the
ordinary course of business, except as disclosed

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in Schedule 3.6.1. Except as set forth on Schedule 3.8 delivered hereunder,
as of the  month  ended  December  31,  1997 with  respect  to CRSI and the
Subsidiaries,  there is (i) no account debtor or note debtor  delinquent in
its  payment by more than 90 days,  (ii) no account  debtor or note  debtor
that has refused or overtly threatened to refuse to pay its obligations for
any reason,  (iii) to the  Knowledge of Seller,  no account  debtor or note
debtor that is insolvent or bankrupt and (iv) no account receivable or note
receivable is pledged to any third party by CRSI or any Subsidiary.

     SECTION 3.9 INVENTORY. The inventory,  work in process and spare parts
of CRSI and the  Subsidiaries  (the  "Inventory") at December 31, 1997 have
been  acquired or  manufactured  in the ordinary  course of business and in
accordance with CRSI's and the  Subsidiaries'  normal inventory  practices.
Since  December  31,  1997,  CRSI and the  Subsidiaries  have  continued to
replenish their Inventory in a normal and customary manner  consistent with
past practices.

     SECTION 3.10 INTELLECTUAL PROPERTY.

          3.10.1 PATENTS AND KNOW-HOW.  Schedule 3.10.1 delivered hereunder
sets forth a complete and accurate list of each patent,  patent application
and  docketed  invention,  by date and  germane  case or docket  number and
country of origin, and each license or licensing  agreement,  by date, term
and the parties thereto,  for each patent,  patent  application or docketed
invention,  held or used by CRSI or any of the Subsidiaries and relevant to
the Business (each such patent,  patent  application,  license or licensing
agreement  listed thereon  hereinafter  termed the "Patents and Licenses").
With  respect to the Patents and  Licenses,  and with  respect to all other
technology held or used by CRSI or any of the  Subsidiaries,  including but
not  limited  to  research  and  development  results,  computer  programs,
processes,  trade secrets,  know-how,  formulae,  chip designs, mask works,
inventions  and  manufacturing,   engineering,  quality  control,  testing,
operational,  logistical,  maintenance and other technical  information and
technology   held  or  employed  by  CRSI  and  the   Subsidiaries   ("CRSI
Technology"),  and  except  as  set  forth  on  Schedule  3.10.1  delivered
hereunder:

          (a) Each of CRSI and the  Subsidiaries  has all right,  title and
     interest  in, or a valid  license to use, the Patents and Licenses and
     the CRSI  Technology  owned or  licensed  by it, free and clear of all
     Liens (other than Permitted  Liens and, in the case of the Patents and
     Licenses and the CRSI  Technology  licensed to CRSI or any Subsidiary,
     the rights of any licensor) with all rights to make, use, and sell the
     property  embodied in or  described in the Patents and Licenses and in
     the CRSI  Technology.  The use of the Patents and Licenses or the CRSI
     Technology  does not  conflict  with,  infringe  upon or  violate  any
     patent,  patent license,  patent application,  trademark,  trade name,
     trademark   or   trade   name   registration,   copyright,   copyright
     registration,  service  mark,  brand mark or brand name or any pending
     application relating thereto, or any trade secret, know-how,  programs
     or processes of any third Person;

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          (b) There are no  outstanding  or, to the  Knowledge  of  Seller,
     threatened governmental,  judicial or adversary proceedings, hearings,
     arbitrations,  disputes or other  disagreements and no notice or other
     written  assertion  of  infringement  has been served upon CRSI or the
     Subsidiaries or otherwise come to the Knowledge of Seller with respect
     to, any of the Patents and Licenses or the CRSI Technology; and

          (c)  Neither the Seller nor CRSI or any of the  Subsidiaries  has
     communicated  to any Person any notice or assertion of infringement or
     misappropriation  by any Person of, or has any Knowledge of threatened
     infringement  or  misappropriation  by any Person of, the  Patents and
     Licenses or CRSI Technology.

          3.10.2  TRADEMARKS  AND  COPYRIGHTS.  Schedule  3.10.2  delivered
hereunder sets forth a complete and accurate list of each trademark,  trade
name,  and  trademark  and trade  name  registration  or  application,  and
copyright registration and application for copyright registration,  by date
and germane case or docket  number and country of origin,  and each license
or licensing agreement, by date and the parties thereto, for each trademark
and copyright  license or license of application,  held or employed by CRSI
or any of the  Subsidiaries  (other  than the  name  "COMSAT")  (each  such
trademark,  trade name,  copyright,  application,  and license or licensing
agreement hereafter termed the "Trademarks and Licenses").  With respect to
the Trademarks and Licenses, and except as set forth on Schedule 3.10.2:

          (a) Each of CRSI and the  Subsidiaries  has all right,  title and
     interest in, or a valid  license to use, the  Trademarks  and Licenses
     owned or  licensed  by it,  free and  clear of all Liens  (other  than
     Permitted  Liens  and,  in the  case of the  Trademarks  and  Licenses
     licensed to CRSI or any Subsidiary,  the rights of any licensor).  The
     use by CRSI and the  Subsidiaries  of the Trademarks and Licenses does
     not  conflict  with,  infringe  upon or  violate  any  patent,  patent
     license,  patent application,  trademark,  trade name, registration or
     application, copyright, copyright registration or application relating
     thereto, of any third Person;

          (b) There are no  outstanding  or, to the  Knowledge  of  Seller,
     threatened governmental,  judicial or adversary proceedings, hearings,
     arbitrations,  disputes or other disagreements, and no notice or other
     assertion  of  infringement  has been  served  upon CRSI or any of the
     Subsidiaries  or  otherwise  come to the  Knowledge  of  Seller,  with
     respect to any of the Trademarks and Licenses; and

          (c)  Neither the Seller nor CRSI or any of the  Subsidiaries  has
     communicated  to any Person any notice or assertion of infringement or
     misappropriation by any Person of, or has any Knowledge of threatened

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     infringement or  misappropriation by any Person of, the Trademarks and
     Licenses.

          3.10.3 COMPUTER  SOFTWARE.  Schedule 3.10.3  delivered  hereunder
contains  a list of all  computer  software  programs,  computer  data base
programs and related documentation and materials which are used by CRSI and
the Subsidiaries other than any computer software  programs,  computer data
base  programs  and  related   documentation   and  materials   subject  to
"shrink-wrap"  licenses (such software,  data bases, and related materials,
the  "Computer  Software").  With respect to such  Computer  Software,  and
except as set forth in Schedule 3.10.3:

          (a) Each of CRSI and the  Subsidiaries  has all right,  title and
     interest  in or a  license  to use  the  Computer  Software  (and  any
     materials  subject to a shrink-wrap  license)  owned by or licensed to
     it, free and clear of all Liens  (other than  Permitted  Liens and, in
     the  case  of  Computer  Software  (and  any  materials  subject  to a
     shrink-wrap  license)  licensed to it, the rights of any  licensor) or
     otherwise  has all rights  necessary to license  customers of CRSI and
     the Subsidiaries to use the Computer Software. The use of the Computer
     Software by CRSI and the Subsidiaries does not conflict with, infringe
     upon or  violate  any  patent,  patent  license,  patent  application,
     copyright, copyright registration or application, of any third Person;

          (b)  There  are no  pending  or,  to  the  Knowledge  of  Seller,
     threatened governmental,  judicial or adversary proceedings, hearings,
     arbitrations,  disputes or other  disagreements and no notice or other
     assertion  of  infringement  has been  served  upon CRSI or any of the
     Subsidiaries  or  otherwise  come to the  Knowledge  of  Seller,  with
     respect to any of the Computer Software; and

          (c)  Neither the Seller nor CRSI or any of the  Subsidiaries  has
     communicated  to any Person any notice or assertion of infringement or
     misappropriation  by any Person of, or has any Knowledge of threatened
     infringement  or  misappropriation  by any  Person  of,  the  Computer
     Software.

     SECTION 3.11 MATERIAL CONTRACTS.

          3.11.1  IDENTIFICATION.  Schedule 3.11.1 delivered hereunder sets
forth a list, as of the date hereof, of the following matters pertaining to
certain contracts and obligations to which CRSI and any of the Subsidiaries
are a party (other than such contracts and obligations relating exclusively
to the Excluded Assets and Liabilities):

          (a) All contracts,  subcontracts,  agreements  (including teaming
     agreements) and other arrangements  having a total value of $1,000,000
     or greater  (but without  duplication  of any  contract,  subcontract,
     agreement

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     (including  any teaming  agreement) or other  arrangement  of the type
     described in clauses (b) through (i) of this Subsection 3.11.1);

          (b) All loan,  bond,  surety or debt agreements  (including notes
     and  reimbursement  agreements  relating  to  letters  of  credit  and
     guarantees);

          (c) All  agreements  providing for the guarantee by Seller of the
     obligations  of  CRSI  or  any  of  the  Subsidiaries,  including  all
     reimbursement  agreements  relating  to  letters  of credit  issued on
     behalf of CRSI or any Subsidiary;

          (d)  All   distributorship,   commission   agent  or   consulting
     agreements  providing for the marketing and/or sale of the products or
     services of CRSI or any Subsidiary;

          (e)  All  partnership,   limited  liability  company,   strategic
     partnership and joint venture agreements;

          (f) All  individualized  employment  or  consulting  contracts or
     similar arrangements obligating CRSI or any of the Subsidiaries to pay
     more than $100,000 per year;

          (g) All  contracts  or licenses  pursuant to which CRSI or any of
     the Subsidiaries has acquired a license in, or has licensed to others,
     intellectual  property  material to the Business or which requires the
     payment by CRSI or such  Subsidiary  of a fee of  $100,000 or more per
     year;

          (h) All contracts,  agreements,  instruments or arrangements that
     prohibit  CRSI or any  Subsidiary  from  freely  engaging  in business
     anywhere in the world; and

          (i)  All  contracts,  agreements,   instruments  or  arrangements
     pursuant to which CRSI or any of the Subsidiaries purchases equipment,
     parts,  raw  materials  or other  items  from a Person who is the sole
     supplier  thereof in the United  States to the extent such  equipment,
     parts,  raw  materials or other items would,  if  unavailable,  have a
     Material  Adverse  Effect  on  the  Business  or  CRSI  or  any of the
     Subsidiaries.

          3.11.2  FULL  FORCE  AND  EFFECT.  Except  as may be  limited  by
applicable bankruptcy, insolvency, reorganization, moratorium or other laws
of general application  referring to or affecting enforcement of creditors'
rights,  and by  general  equitable  principles  and except as set forth on
Schedule  3.11.2  delivered  hereunder,   all  agreements,   contracts  and
obligations  identified  on Schedule  3.11.1 are valid and binding  against
CRSI or the Subsidiary a party thereto and, to the Knowledge of Seller, any
other party thereto except to the extent that enforceability

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of a Government Contract may be limited by (i) the unfunded support of such
Government  Contract or program to which such Government  Contract relates,
and (ii) the right of the customer to terminate any Government Contract for
convenience.  Except as set forth on Schedule 3.11.2, each of CRSI and each
of the  Subsidiaries  have  in all  material  respects  performed  all  the
obligations  required to be performed by it to date,  and is not in default
or alleged to be in default in any material  respect,  under any agreement,
contract or obligation  specified on Schedule  3.11.1,  and there exists no
event,  condition or  occurrence  which,  after notice or lapse of time, or
both, would constitute such a default by CRSI or any of the Subsidiaries of
any such agreement, contract or obligation. To the Knowledge of Seller, and
except as set forth on Schedule 3.11.2, the parties (other than CRSI or any
Subsidiary)  to the  agreements,  contracts  or  obligations  specified  on
Schedule  3.11.1  are not in  default  in any  material  respect  of  their
respective  obligations  under such  agreements,  contracts or obligations.
CRSI has furnished or made  available to Buyer true and complete  copies of
all documents  listed on Schedule  3.11.1 or complete  descriptions  of all
material  terms of any oral  contract  or  arrangement  listed on  Schedule
3.11.1.

     SECTION  3.12  LITIGATION  AND  INVESTIGATION.  Except as set forth on
Schedule 3.12 delivered hereunder, neither CRSI nor any of the Subsidiaries
have been served as a party in, or have become or been made a party to, any
pending suits,  actions or  proceedings,  or to the Knowledge of Seller any
investigations by a Governmental Authority, which, if adversely determined,
would result in liability in excess of $25,000, and neither CRSI nor any of
the Subsidiaries  have, to the Knowledge of Seller,  received notice of any
threatened suits, actions or proceedings,  or any threatened investigations
which,  if  adversely  determined,  would  result in liability in excess of
$25,000,  nor any which seek to enjoin this Agreement.  Except as set forth
on Schedule 3.12,  neither  Seller,  CRSI nor any of the  Subsidiaries  has
received any written  opinion or  memorandum  or other written legal advice
from legal  counsel to the effect that CRSI or any  Subsidiary  is exposed,
from a legal  standpoint,  to any  liability or  disadvantage  which may be
material to the Business or to CRSI's or any of the Subsidiaries' financial
condition, operations, property or affairs.

     SECTION  3.13 TAXES.  Except as set forth on Schedule  3.13  delivered
hereunder:

          (a) CRSI and the  Subsidiaries  have to the  date  hereof  timely
     filed and shall prior to the Closing Date timely file all material Tax
     Returns  which  have been or shall be  required  to have been filed by
     them on or before the Closing Date, including, without limitation, the
     Tax Returns of any  consolidated,  combined or unitary  group of which
     CRSI or the  Subsidiaries  is or has been a member and with respect to
     which CRSI or any of the  Subsidiaries  is required to file a material
     Tax  Return,  and have paid all  material  Taxes due to any  authority
     required to have been paid by them on or prior to the date hereof. The
     Tax Returns filed and to be filed on or before the Closing Date with

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     respect to CRSI and the  Subsidiaries  are and shall be true,  correct
     and complete in all material respects;

          (b) None of Seller,  CRSI or the Subsidiaries has received notice
     that any Taxing  authority has asserted against CRSI or any Subsidiary
     any  deficiency or claim for Taxes and no issue has been raised in any
     audit  by any  Taxing  authority  which,  by  application  of  similar
     principles,  reasonably  could be  expected  to result  in a  proposed
     deficiency for any period not so examined;

          (c) All Tax deficiencies  asserted or assessments against CRSI or
     any of the  Subsidiaries  have been paid or  finally  settled  with no
     remaining amounts owed (including interest and penalties);

          (d)  There  is  no  pending  or,  to  the  Knowledge  of  Seller,
     threatened action, audit,  proceeding or investigation with respect to
     CRSI  or any of the  Subsidiaries  involving  (i)  the  assessment  or
     collection  of Taxes or (ii) a claim  for  refund  made by any of them
     with respect to Taxes previously paid;

          (e) All  material  amounts  that are  required to be collected or
     withheld  by CRSI and the  Subsidiaries,  or with  respect to Taxes of
     CRSI and the Subsidiaries,  have been duly collected or withheld,  and
     all such  material  amounts  that are  required  to be remitted to any
     Taxing authority have been duly remitted;

          (f)  There  are  no   outstanding   waivers  of  any  statute  of
     limitations  with respect to the assessment of any Tax against CRSI or
     any Subsidiary;

          (g) Neither CRSI nor any  Subsidiary  has taken action that would
     have the effect of  deferring  any  material  Tax  liability  from any
     period ending on or before the Closing Date to any period ending after
     such  date,  including  any change in the  method of  accounting,  but
     excluding  any election or method of  accounting  that it would not be
     unusual for a taxpayer in the business of CRSI or any  Subsidiary,  as
     the case may be, to make or employ in the ordinary course of business;

          (h)  Neither  CRSI nor any  Subsidiary  has taken any  action the
     income  with  respect to which will be taken  into  account  under the
     installment method in a taxable period ending after the Closing Date;

          (i) There are no material  Liens for Taxes due and  payable  upon
     the assets of CRSI or any  Subsidiary,  and no action to the Knowledge
     of the Seller has been instituted  against CRSI or any Subsidiary that
     would reasonably result in any such Lien;


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          (j)  Neither  CRSI  nor any of the  Subsidiaries  (i) has made an
     election to be treated as a  "consenting  corporation"  under  Section
     341(f) of the Code or (ii) is a "personal  holding company" within the
     meaning  of  Section  542 of the  Code.  Neither  CRSI  nor any of the
     Subsidiaries has agreed, nor is required, to make any adjustment under
     Section 481(a) of the Code by reason of a change in accounting  method
     or otherwise.  Neither CRSI nor any of the  Subsidiaries  will incur a
     Tax Liability  resulting from ceasing to be a member of a consolidated
     or combined group that had previously filed consolidated,  combined or
     unitary Tax returns;

          (k)  Neither  CRSI  nor any of the  Subsidiaries  is  party  to a
     tax-sharing  agreement,  allocation  agreement  or  other  contractual
     obligation  to pay the tax  obligations  of, or  indemnify,  any other
     Person with respect to any Tax;

          (l) There is no Contract covering any Person that individually or
     collectively  could,  as a  result  of the  transactions  contemplated
     hereby, or otherwise, give rise to the payment of an amount by CRSI or
     any of the  Subsidiaries  which  would be  nondeductible  by reason of
     Section 280G of the Code;

          (m) No power of attorney has been  executed by CRSI or any of the
     Subsidiaries  with respect to any matter  relating to Taxes which will
     remain in force after the Closing Date;

          (n)  There  are  no   outstanding   requests   for   rulings   or
     determinations  in respect of any Tax pending (i) between  CRSI or any
     of the Subsidiaries and any Taxing authority or (ii) between Seller or
     any member of Seller's consolidated, combined or unitary group and any
     Taxing authority that would affect CRSI or any of the Subsidiaries;

          (o) CRSI and the  Subsidiaries  are  registered to do business in
     the states and  localities  set forth in Schedule 3.3 and CRSI and the
     Subsidiaries  file Tax Returns in the states and  localities set forth
     in Schedule 3.3; and

          (p) Seller has  delivered  or made  available  to Buyer  complete
     copies of all CRSI and  Subsidiary  Tax Returns (or relevant  extracts
     thereof in the case of consolidated,  combined or unitary Tax Returns)
     for all Tax periods ending on or after December 31, 1994.


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     SECTION 3.14 EMPLOYEES; COMPENSATION; LABOR.

          3.14.1 EMPLOYEES AND  COMPENSATION.  Seller has delivered or made
available to Buyer prior to the date of this Agreement complete and correct
copies of all written employment  agreements of individuals employed in the
Business  which call for annual  compensation  (together  with  bonuses) of
$100,000 or greater.  Schedule 3.14.1(a)  delivered hereunder lists (i) all
executive  compensation plans, bonus plans,  incentive  compensation plans,
deferred  compensation  agreements,  employee  pension  plans or retirement
plans,  employee profit sharing plans, employee stock purchase plans, group
life  insurance,  hospitalization  insurance or other plans  providing  for
benefits  for the  employees of the Business  (the  "Employees");  (ii) all
individuals  employed in the Business  (other than the Excluded  Employees)
who receive  annual  compensation  (together  with  bonuses) of $100,000 or
greater,  and such  individual's  current  salary;  and (iii) all  material
employment  policies,   procedures,   manuals,  and  other  similar  rules,
regulations and by-laws regarding the general conduct, compensation,  labor
relations and employment of the Employees.

          3.14.2  CERTAIN  LABOR  MATTERS.  Except as set forth on Schedule
3.14.2 delivered hereunder:

          (a) There is no union  representing  the  interests of any of the
     Employees,  and to the Knowledge of Seller there are no such Employees
     seeking or attempting to organize other union representation;

          (b) There are neither  pending  nor, to the  Knowledge of Seller,
     threatened any strikes, work stoppages, work disruptions or employment
     disruptions by any of the Employees;

          (c) There are neither  pending  nor, to the  Knowledge of Seller,
     threatened any suits, actions,  administrative proceedings,  hearings,
     arbitrations  or  other  proceedings  between  Seller  or  CRSI or any
     Subsidiary and any of the Employees or former Employees;

          (d) Neither CRSI nor any of the  Subsidiaries  is  delinquent  in
     payments to any of its Employees for any wages, salaries, commissions,
     bonuses or other direct  compensation  for any  services  performed by
     them to date or amounts required to be reimbursed to such Employees;

          (e) To the  Knowledge  of  Seller,  no  employee  of  CRSI or any
     Subsidiary  listed on  Schedule  I  intends  to  terminate  his or her
     employment  or engagement  with CRSI or any  Subsidiary as a result of
     the  transaction  contemplated  by  this  Agreement,  and no  regional
     manager or facility  manager or officer of CRSI or any  Subsidiary has
     terminated such  employment or engagement  during the six month period
     prior to the date hereof; and


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          (f)  Each  welfare  benefit  plan  covering   present  or  former
     Employees of CRSI and the Subsidiaries which is a "group health plan,"
     within the meaning of Section 5000 of the Code, has been maintained in
     compliance  with  Section  4980B of the Code and Title I,  Subtitle B,
     part 6 of ERISA and no Tax payable on account of Section  4980B of the
     Code has been or is expected to be incurred.

          3.14.3 EMPLOYEE BENEFIT PLANS;  ERISA.  Schedule 3.14.3 delivered
hereunder  lists each employee  benefit plan or  arrangement  maintained or
contributed  to by  CRSI or any  Subsidiary  that is  either  an  "employee
pension benefit plan," or "employee welfare benefit plan" as such terms are
defined in Section 3 of the  Employee  Retirement  Income  Security  Act of
1974,  as amended,  and the rules and  regulations  promulgated  thereunder
("ERISA"),  which  covers any  current or former  employee  of CRSI and the
Subsidiaries  (each  such  plan is  hereinafter  referred  to as an  "ERISA
Plan").  Buyer  has been  provided  with  copies  of each  bonus,  deferred
compensation,  incentive compensation,  stock purchase or stock option plan
maintained or contributed to by CRSI or any Subsidiary. Except as set forth
on Schedule 3.14.3:

          (a) Neither CRSI nor any  Subsidiary  has ever  contributed  to a
     multi-employer plan, as defined in Section 3(37) of ERISA, which could
     result in any liability after Closing to the Buyer;

          (b) To the  Knowledge of Seller,  no fiduciary of any  retirement
     plan covering present or former employees of CRSI and the Subsidiaries
     has engaged in a "prohibited  transaction" (as that term is defined in
     Section 4975 of the Code and Section 406 of ERISA) which could subject
     CRSI or any Subsidiary to a penalty tax imposed by Section 4975 of the
     Code or Section 402(i) of ERISA;

          (c) All contributions to the retirement plans covering present or
     former employees of CRSI and the  Subsidiaries  have been timely made,
     and no retirement plan has an "accumulated  funding deficiency" within
     the meaning of Section 412 of the Code;

          (d) No retirement  plan covering  present or former  employees of
     CRSI and the  Subsidiaries  subject to Title IV of ERISA has  incurred
     any liability  under such title other than for the payment of premiums
     to the Pension Benefit  Guaranty  Corporation  ("PBGC"),  all of which
     have been paid when due; and

          (e) No retirement  plan covering  present or former  employees of
     CRSI and the Subsidiaries has been terminated within the last 5 years,
     nor have there been any  "reportable  events" (as that term is defined
     in Section 4043 of

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     ERISA and the  regulations  thereunder)  within the last 5 years which
     would  present  a  risk  that  any  such   retirement  plan  would  be
     terminated.

     SECTION 3.15 ENVIRONMENTAL MATTERS.

          3.15.1  ENVIRONMENTAL  PERMITS.  Except as set forth in  Schedule
3.15.1 delivered hereunder,  each of CRSI and the Subsidiaries has obtained
all permits, licenses and other authorizations relating to its business and
operations and which are required under the  Environmental  Laws.  Schedule
3.15.1 sets forth (i) all such permits,  licenses and other  authorizations
issued under the Environmental  Laws obtained by CRSI and the Subsidiaries,
and (ii) a  description  and good faith  estimate  by Seller of the cost of
capital  expenditures (if any) that may be necessary to maintain or qualify
for each such permit, license or other authorization.

          3.15.2  NO  VIOLATION.  Except as set  forth in  Schedule  3.15.2
delivered  hereunder,  and with respect to their  business and  operations,
CRSI and the  Subsidiaries  are in compliance with all terms and conditions
of the required permits,  licenses and authorizations (except to the extent
any such failure to be in compliance  would not lead to a Liability or Loss
in excess of $10,000), and CRSI and the Subsidiaries are also in compliance
with  all  Environmental  Laws  and all  other  limitations,  restrictions,
conditions,  standards,  requirements,  schedules and timetables  contained
therein  (except to the extent any such failure to be in  compliance  would
not lead to a Liability or Loss in excess of $10,000).

          3.15.3  NO  NOTICE.  Except  as  set  forth  in  Schedule  3.15.3
delivered  hereunder,  there is no pending or overtly  threatened  civil or
criminal  litigation,  notice of  violation  or of  potential  liability or
administrative action or other Proceeding against CRSI or any Subsidiary or
involving any Real  Property  that relates in any way to the  Environmental
Laws that, if determined  adversely  against CRSI or any Subsidiary,  would
lead to a liability or Loss in excess of $10,000.

          3.15.4 NO BASIS FOR  LIABILITY.  Except as set forth in  Schedule
3.15.4 delivered hereunder, with respect to the current or past business or
operations of CRSI, the  Subsidiaries  or the Real  Property,  there are no
events,  conditions,   circumstances,   activities,  practices,  incidents,
actions or plans which may interfere with or prevent  continued  compliance
with the  Environmental  Laws,  or which may give rise to any common law or
other liability under the  Environmental  Laws, or otherwise form the basis
of any material claim, action, demand, suit, proceeding, hearing, study, or
investigation  by a  Governmental  Authority  or other  Person which may be
brought under the Environmental Laws or which is based on or related to the
manufacture,  processing,  distribution, use, treatment, storage, disposal,
transport or handling,  or the emission,  discharge,  release or threatened
release into the environment, of any Hazardous Materials.


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          3.15.5 UNDERGROUND IMPROVEMENTS.  Except as set forth in Schedule
3.15.5 delivered hereunder:

          (a) no  Real  Property  contains  any  underground  improvements,
     including  underground storage tanks or underground piping attached to
     such storage  tanks,  used currently or in the past for the management
     of Hazardous Materials, and no portion of such Real Property is or has
     been used as a dump or landfill  or consists of or contains  filled in
     land; and

          (b) no Real  Property  sold or otherwise  transferred  by CRSI or
     such Subsidiary  prior to the CRSI Acquisition Date contained prior to
     the CRSI  Acquisition  Date any  underground  improvements,  including
     underground  storage  tanks or  underground  piping  attached  to such
     storage  tanks,  used in the  past  for the  management  of  Hazardous
     Materials,  and no portion of such Real  Property  was, on or prior to
     the CRSI Acquisition  Date, used as a dump or landfill or consisted of
     or contained filled in land.

          3.15.6  RECORDS.  Seller  has  furnished  to Buyer  accurate  and
complete  information  pertaining to the environmental  history of the Real
Property  to  the  extent  such  Real  Property  is or was  related  to the
operation of CRSI and the Subsidiaries. To the extent such Real Property is
not or was not so related,  Seller has  furnished  Buyer with  accurate and
complete  information  pertaining to the environmental  history of the Real
Property to the best of the Seller's Knowledge.

          3.15.7  LIENS.  No Lien in favor of any Person  relating to or in
connection  with any claim  under any  Environmental  Law has been filed or
attached  to the Real  Property  currently  owned,  operated  or  leased or
purported  to  be  owned,  operated  or  leased  by  CRSI  or  any  of  the
Subsidiaries.

     SECTION 3.16 GOVERNMENT CONTRACTS.

          3.16.1  COMPLIANCE.  Except  as  set  forth  in  Schedule  3.16.1
delivered hereunder,  with respect to each and every Government Contract or
Government Bid: (i) Seller,  CRSI and the  Subsidiaries  have complied with
all material terms and conditions of such Government Contract or Government
Bid; (ii) CRSI and the Subsidiaries  have complied in all material respects
with  all  requirements  of all  Laws  or  agreements  pertaining  to  such
Government  Contract  or  Government  Bid;  (iii) all  representations  and
certifications executed, acknowledged or set forth in or pertaining to such
Government  Contract or  Government  Bid were  complete  and correct in all
material respects as of their effective date, and CRSI and the Subsidiaries
have complied in all material  respects with all such  representations  and
certifications;  (iv) neither the United  States  government  nor any prime
contractor,  subcontractor  or  other  Person  has  notified  CRSI  or  any
Subsidiary,  either in writing or, to the Knowledge of Seller, orally, that
CRSI or any  Subsidiary  has breached or violated any statute,  regulation,
certification, representation, clause,

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provision  or  requirement   pertaining  to  such  Government  Contract  or
Government  Bid;  (v)  no  termination  for  convenience,  termination  for
default, cure notice or show cause notice is currently in effect pertaining
to such  Government  Contract or  Government  Bid;  (vi) no  material  cost
incurred by CRSI or the Subsidiaries pertaining to such Government Contract
or  Government  Bid has been formally  questioned or challenged  or, to the
Knowledge  of  Seller,  is the  subject  of any  investigation  or has been
disallowed by the United States  government;  (vii) no money due to CRSI or
the Subsidiaries  pertaining to such Government  Contract or Government Bid
has been withheld or set off nor has any claim been made to withhold or set
off  money  and CRSI and the  Subsidiaries  are  entitled  to all  progress
payments received with respect thereto; and (viii) each Government Contract
is valid and subsisting  (except to the extent such validity or subsistence
may be limited by (i) the unfunded  support of such Government  Contract or
program to which such Government  Contract  relates,  and (ii) the right of
the customer to terminate any Government Contract for convenience).  To the
extent that any clause in the  previous  sentence is  qualified by the word
"material," the representation contained in such clause is deemed qualified
only to the extent that if the representation were subsequently  determined
to be inaccurate or false,  that such inaccuracy or misstatement  would not
lead to a liability or Loss in excess of $10,000.

          3.16.2  INVESTIGATIONS.  Except as set forth in  Schedule  3.16.2
delivered hereunder: (i) neither Seller in respect of the Business nor CRSI
or any  Subsidiary  or any  of  their  respective  directors,  officers  or
employees are subject to any  indictment  by any United  States  government
entity or under  investigation by Seller,  CRSI or any Subsidiary,  nor are
any of them, to the Knowledge of Seller, under any administrative, civil or
criminal  investigation,  and none of CRSI or any  Subsidiary  nor,  to the
Knowledge  of  Seller,  any of  their  respective  directors,  officers  or
employees  has  received  notice of any  administrative,  civil or criminal
investigation,  in  each  case  in  respect  of any  alleged  irregularity,
misstatement  or  omission  arising  under or  relating  to any  Government
Contract or Government  Bid; and (ii) during the last three years,  neither
Seller nor CRSI or any Subsidiary  have conducted or initiated any internal
investigation  or  made  a  voluntary   disclosure  to  the  United  States
government,  with  respect to any  alleged  irregularity,  misstatement  or
omission  arising under or relating to a Government  Contract or Government
Bid. Except as set forth in Schedule 3.16.2,  there exists no irregularity,
misstatement  or  omission  arising  under or  relating  to any  Government
Contract  or  Government  Bid that has led to any of the  consequences  set
forth in clause (i) or (ii) of the  immediately  preceding  sentence or any
other damage, penalty assessment,  recoupment of payment or disallowance of
cost that would lead to a liability or Loss in excess of $10,000.

          3.16.3 ABSENCE OF CLAIMS.  Except as set forth in Schedule 3.16.3
delivered  hereunder,  there exist no outstanding  claims asserted  against
CRSI or any  Subsidiary,  either by the United States  government or by any
prime contractor,  subcontractor,  vendor or other Person, arising under or
relating to any Government  Contract or Government Bid. Except as set forth
in Schedule 3.16.3, CRSI and the

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Subsidiaries  have no interest  in any  pending or, to Seller's  Knowledge,
potential  claim  against  the  United  States   government  or  any  prime
contractor,  subcontractor  or  vendor  arising  under or  relating  to any
Government   Contract  or  Government  Bid.   Schedule  3.16.3  lists  each
Government  Contract which to Seller's  Knowledge is currently  under audit
(other than routine audits conducted in the ordinary course of business) by
the United  States  government  or any other Person that is a party to such
Government Contract.

          3.16.4  ELIGIBILITY.  Except  as set  forth  in  Schedule  3.16.4
delivered hereunder,  (i) neither CRSI nor any Subsidiary has been debarred
or suspended from  participation  in the award of contracts with the United
States  Department of Defense or any other United States  government entity
(excluding for this purpose  ineligibility to bid on certain  contracts due
to generally applicable bidding requirements), (ii) there exist no facts or
circumstances that would warrant the institution of suspension or debarment
proceedings or the finding of  nonresponsibility  or  ineligibility  on the
part of CRSI or any  Subsidiary  or any director or officer of any thereof,
(iii) no payment has been made by CRSI or any Subsidiary,  or by any person
on  behalf  of  CRSI or any  Subsidiary,  in  violation  of,  or  requiring
disclosure  pursuant to, the Foreign Corrupt Practices Act, and (iv) CRSI's
and the  Subsidiaries'  cost  accounting  and  procurement  systems and the
associated entries reflected in their financial  statements with respect to
the  Government  Contracts are in compliance in all material  respects with
all Laws.

     SECTION 3.17  COMPLIANCE WITH LAWS.

          3.17.1 GENERAL.  CRSI and the  Subsidiaries  are in compliance in
all material respects with all applicable Laws relating to the operation of
the Business,  except in respect of those Laws  pertaining  to  contracting
with and procurement by the U.S. Government or any prime contractor thereof
or other  Person  acting  on  behalf  of the  U.S.  Government,  which  are
addressed specifically in Section 3.16 herein.

          3.17.2 EXPORT  CONTROL.  Except as set forth on Schedule  3.17.2,
each of CRSI and the  Subsidiaries  has in respect of the  Business (a) all
licenses for any pending  export  transactions  in connection  with past or
current  contracts  to which  CRSI or any  Subsidiary  is a party,  (b) all
licenses  and  clearances  for the  disclosure  of  information  to foreign
persons and (c) all registrations with United States governmental  entities
with authority to implement applicable export control Laws. Neither Seller,
CRSI nor any  Subsidiary  has  participated  directly or  indirectly in any
boycotts or other similar  practices in violation of the regulations of the
United  States  Department  of  Commerce  or Section 999 of the Code or any
export control Laws.

          3.17.3 SECURITY  CLEARANCES.  Except to the extent  prohibited by
the  National  Industrial  Security  Program  Operating  Manual of the U.S.
Department of

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Defense, Schedule 3.17.3 sets forth all facility clearances held by CRSI or
any Subsidiary, or by Seller in connection with the Business.

     SECTION  3.18  INSURANCE.  Schedule  3.18  sets  forth a  correct  and
complete  list of all  policies  of  insurance  (other  than any  surety or
performance bond policy,  which are specifically  listed on Schedule 3.11.1
pursuant to Section  3.11.1(b))  maintained by CRSI or any  Subsidiary  and
applicable to the Business other than workers' compensation policies.  Each
of CRSI and each Subsidiary is in compliance with the terms of all policies
and  instruments  listed on Schedule  3.18.  No insurance  company or other
Person has  mandated in an  agreement  binding on CRSI or any  Subsidiary a
requirement  of continued  insurance  coverage  that has not been  complied
with.  Also  included on Schedule 3.18 is a list of all claims in excess of
$50,000  currently  pending under any of the policies set forth on Schedule
3.18.  Neither CRSI nor any  Subsidiary  has received any  notification  of
cancellation of any of such insurance policies and has no claim outstanding
which  could be  expected  to cause a material  increase  in the  insurance
rates. To Seller's  Knowledge,  no facts or circumstances  exist that would
relieve any insurer under any such policies of their obligations to satisfy
in full any claim of CRSI or any  Subsidiary  thereunder.  Neither CRSI nor
any  Subsidiary  has received any notice that (i) any of such  policies has
been or  will  be  cancelled  or  terminated  or  will  not be  renewed  on
substantially  the same  terms as are now in effect or (ii) the  premium on
any of such policies will be materially increased on the renewal thereof.

     SECTION 3.19 BROKERS.  Seller has not paid or become  obligated to pay
any fee or commission  to any broker,  finder,  investment  banker or other
intermediary  in  connection  with the  transactions  contemplated  by this
Agreement, other than Morgan Stanley & Co. Incorporated.

     SECTION 3.20 DISCLOSURE. To the Knowledge of Seller, no representation
or  warranty  of Seller  contained  in this  Agreement  and no  Schedule or
Exhibit delivered  hereunder contains any untrue statement of material fact
or  omits  to  state a  material  fact  necessary  to make  the  statements
contained herein or therein, in light of the circumstances under which they
were made, not  misleading.  To the Knowledge of Seller,  there is no fact,
circumstance or condition which has had or could  reasonably be expected to
have a  Material  Adverse  Effect on CRSI and the  Subsidiaries  taken as a
whole, which has not been set forth in this Agreement, the Schedules or the
Exhibits.

     SECTION  3.21  RELATED  PARTY  TRANSACTIONS.  Except  as set  forth on
Schedule  3.21,  and except for  compensation  to  employees of CRSI or any
Subsidiary  for services  rendered in the ordinary  course of business,  no
current or former  Affiliate of CRSI or any  "Associate" (as defined in the
rules and  regulations  promulgated  under the Exchange  Act)  thereof,  is
presently,  or during the last three  fiscal  years has been (i) a party to
any  agreement  or  transaction  with  CRSI  or  any  of  the  Subsidiaries
(including, but not limited to, any contract or agreement providing for

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the furnishing of services by, or rental of real or personal property from,
or otherwise  requiring  payments to, any such Affiliate or Associate);  or
(ii) the direct or indirect  owner of an interest in any Person  which is a
present or potential competitor, supplier or customer of CRSI or any of the
Subsidiaries   (other  than   non-affiliated   holdings  in  publicly  held
companies),  nor does any such Person  receive income from any source other
than CRSI or any  Subsidiary  which  relates to the  business of, or should
properly accrue to, CRSI or any Subsidiary. Except as set forth on Schedule
3.21,  neither CRSI nor any of the  Subsidiaries has provided a Guaranty of
any of its Affiliates' obligations.

     SECTION  3.22 BANK  ACCOUNTS.  Schedule  3.22  contains a correct  and
complete list of the names of each bank or other  financial  institution in
which CRSI or any of the  Subsidiaries  has an account or safe deposit box,
and the names of all Persons  authorized  to draw thereon or to have access
thereto.

     SECTION 3.23  CONFLICTS OF INTEREST.  Neither  CRSI,  the Seller,  the
Subsidiaries  nor any officer,  employee,  agent or other Person  acting on
behalf of CRSI, the Seller,  or any of the  Subsidiaries  has,  directly or
indirectly,  given or agreed to give any money,  gift or similar benefit to
be paid or  conferred  by CRSI or any  Subsidiary  (other  than legal price
concessions and lawful business  entertainment  to customers and vendors in
the ordinary  course of business) to any  customer,  supplier,  employee or
agent  of  a  customer  or  supplier,   or  official  or  employee  of  any
Governmental Authority or other Person who was, is, or may be in a position
to help or  hinder  the  business  of CRSI or any of the  Subsidiaries  (or
assist in  connection  with any actual or  proposed  transaction)  that (i)
might subject CRSI or any of the  Subsidiaries  to any damage or penalty in
any  Proceeding,  (ii) if not given in the past,  would have  resulted in a
Material Adverse Effect on CRSI or any of the Subsidiaries, or (iii) if not
continued in the future,  could  reasonably  be expected to have a Material
Adverse Effect on CRSI or any of the Affiliates.


                                 ARTICLE IV

              REPRESENTATIONS AND WARRANTIES OF TBG AND BUYER


     Each of TBG and Buyer  hereby  jointly and  severally  represents  and
warrants to Seller,  as of the date hereof and as of the Closing  Date,  as
follows:

     SECTION 4.1 CORPORATE  STATUS AND AUTHORITY OF TBG AND BUYER.  Each of
TBG and Buyer is a corporation duly  incorporated,  validly existing and in
good standing under the laws of its jurisdiction of incorporation,  and has
the requisite  corporate  power and authority to own, lease and operate its
properties and to carry on its business as currently conducted and to enter
into and perform this Agreement and the Ancillary Agreements to which it is
a party and to consummate the

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transactions  contemplated hereby and thereby. The execution,  delivery and
performance  by each of TBG and Buyer of this  Agreement  and the Ancillary
Agreements  to  which  it is a  party  have  been  duly  authorized  by all
requisite  corporate action on the part of TBG and Buyer. This Agreement is
and, when executed at the Closing,  each Ancillary Agreement to which it is
a party will be a valid and  binding  obligation  of each of TBG and Buyer,
enforceable  against each of them in accordance with its respective  terms,
except as limited by  applicable  bankruptcy,  insolvency,  reorganization,
moratorium or other laws of general  application  referring to or affecting
the enforcement of creditors' rights, or by general equitable principles.

     SECTION 4.2 NO CONFLICTS, ETC.

          4.2.1 NO CONFLICTS.  The execution,  delivery and  performance by
each of TBG and Buyer of this  Agreement  and the  Ancillary  Agreements to
which each is a party and the consummation of the transactions contemplated
hereby and thereby will not:

          (a) conflict with or result in a breach of any provision of their
     respective charter documents or by-laws;

          (b)  result  in  a  default   (or  give  rise  to  any  right  to
     termination,  cancellation or acceleration  after lapse of time or the
     giving of  notice  or both)  under  any of the  terms,  conditions  or
     provisions of any loan agreement,  note, bond, mortgage, deed of trust
     or indenture to which each of them is a party; and

          (c) violate any Laws  applicable  to or binding upon TBG or Buyer
     or their respective properties or assets.

          4.2.2  CONSENTS  AND  APPROVALS.  Except as set forth on Schedule
4.2.2  delivered  hereunder,   no  consent,   approval,   determination  or
authorization of or filing with any  Governmental  Authority is required on
the part of TBG or Buyer in  connection  with the execution and delivery by
TBG or Buyer of this  Agreement and the Ancillary  Agreements to which each
of them is a party or the  consummation by each of them of the transactions
contemplated hereby or thereby, except for:

          (a) the pre-merger  notification  filings  required to be made by
     Seller and Buyer under the HSR Act;

          (b) the filing by Buyer  required  by the  Department  of Defense
     Industrial  Security  Regulation  (DOD 5220.22-R) or the Department of
     Defense Industrial Security Manual (DOD 5220.22-M); and


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<PAGE>



          (c) the joint  notification  required pursuant to the Exon-Florio
     Amendment.

     SECTION 4.3  SUFFICIENT  FUNDS.  Buyer has, or TBG will cause Buyer to
have,  sufficient  funds to  deliver  the  Purchase  Price to Seller at the
Closing and to pay off the Note in accordance with its terms.

     SECTION 4.4 BROKERS. None of TBG or Buyer has paid or become obligated
to pay any fee or commission to any broker,  finder,  investment  banker or
other intermediary in connection with the transactions contemplated by this
Agreement.

     SECTION 4.5 PURCHASE FOR INVESTMENT. Buyer is acquiring the Shares for
its own account for purposes of investment and not with a view or intent to
any distribution thereof. Buyer understands and acknowledges that the offer
and sale of the  Shares as  contemplated  hereby  have not been  registered
under the  Securities  Act,  any state  "Blue Sky" law,  or any  applicable
foreign law or  regulation,  and that any  subsequent  transfer or offer to
transfer by Buyer or any  representative  thereof of the Shares are subject
to registration  requirements or other restrictions arising under such laws
and  regulations in the absence of an available  exemption  therefrom.  The
stock  certificates  representing  the Shares to be delivered at Closing as
contemplated by Section 2.5.2 will carry a legend to such effect.


                                 ARTICLE V

                                 COVENANTS


     SECTION 5.1 CONDUCT OF THE BUSINESS.

          5.1.1 ORDINARY  COURSE.  Except as permitted or  contemplated  by
this  Agreement  or as  otherwise  consented  to by Buyer in writing,  such
consent not to be unreasonably withheld or delayed,  during the period from
the date of this  Agreement to the Closing,  Seller will cause CRSI and the
Subsidiaries  to conduct the Business and their  operations in the ordinary
course  consistent  with past  practices  and shall not permit  CRSI or the
Subsidiaries to:

          (a) make or permit to be made any change in their Certificates of
     Incorporation  or by-laws or issue any stock,  bonds,  other corporate
     securities or rights to acquire any securities;

          (b) classify,  combine,  split,  subdivide or redeem or otherwise
     repurchase  any of their  capital stock or issue,  deliver,  pledge or
     encumber  any  capital  stock or  other  securities  equivalent  to or
     exchangeable for capital stock

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     or, except as contemplated by the Distribution  Agreement,  declare or
     make any dividend or other  distribution with respect to capital stock
     to Seller  or any other of their  shareholders  or  Affiliates  of the
     Seller;

          (c)  mortgage,  pledge or  subject to any other Lien any of their
     assets, tangible or intangible, except for Permitted Liens;

          (d) sell, assign or transfer any material assets of the Business,
     except in the ordinary course of business;

          (e) sell,  assign or transfer  any material  proprietary  rights,
     except in the ordinary course of business;

          (f) enter into any contract or  commitment or submit any proposal
     for a contract or commitment, or engage in any transaction,  involving
     an amount in excess of $500,000  other than in the ordinary  course of
     business  consistent with past practices;  PROVIDED HOWEVER,  that the
     Seller shall provide the Buyer with two days prior  written  notice of
     all contracts or commitments  or proposals for contracts,  commitments
     or potential  transactions involving an amount in excess of $1,000,000
     unless the giving of such notice shall materially and adversely affect
     the  ability  of CRSI or the  Subsidiary  to  secure  or  submit  such
     contract  or  commitment  or  proposal  for  contract,  commitment  or
     potential  transaction  (in which  case  Seller  shall give Buyer oral
     notice thereof as promptly as  practicable  but in no event later than
     one day prior to securing or submitting such contract or commitment or
     proposal for contract, commitment or potential transaction);

          (g) increase compensation for employees except upon normal review
     consistent with past practices;

          (h) make any material  changes in personnel,  except that CRSI or
     any Subsidiary  may discharge any officer or employee  notwithstanding
     that such discharge may result in a material change in personnel;

          (i)  fail  to  maintain  existing  insurance  relating  to  their
     property and assets;

          (j)  acquire  or agree to acquire  by  merger,  consolidation  or
     purchase  of capital  stock or a material  portion of assets or by any
     other manner, any business or any entity;

          (k)  amend in any  material  respect  Welfare  Plans or  Employee
     Plans;


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<PAGE>



          (l) enter into  transactions with Affiliates having a total value
     in excess of $100,000,  except in conjunction  with the procurement or
     provision  of  routine  administrative,   accounting,   payroll,  cash
     management  and legal  services  in the  ordinary  course of  business
     consistent with past custom and practice;

          (m) incur capital  expenditures in excess of amounts set forth in
     the 1998 fiscal year capital  expenditures  budget, a copy of which is
     attached as Schedule 5.1(m);

          (n) delay or postpone  the  payment of accounts  payable or other
     obligations   and   liabilities  or  change  the  current  policy  and
     principles followed in the posting of accounts receivable,  other than
     in the  ordinary  course of business  consistent  with past custom and
     practice; or

          (o) incur any new  indebtedness  for  borrowed  money (other than
     loans and advances from Seller in the ordinary  course and  consistent
     with past custom and practice).

          5.1.2 CASH  MANAGEMENT.  Notwithstanding  any other  provision of
this Agreement,  during the period from the date hereof through the Closing
Date,  Seller  shall be  permitted  to manage  the  intercompany  loans and
advances between Seller and CRSI and the Subsidiaries, including taking the
following  steps,  all of which shall be done in a commercially  reasonable
manner:

          (a) minimize cash balances held by CRSI and the Subsidiaries;

          (b) collect any and all  outstanding  receivables on the books of
     CRSI and the Subsidiaries, including accelerating the billing, posting
     and collecting of such  receivables,  and  accelerating the completion
     and shipment to customers of work-in-progress;

          (c)  offer  incentives  to CRSI and the  Subsidiaries  management
     (which  shall  be at  the  expense  of  Seller)  consistent  with  the
     objectives of clause (b) of this Section 5.1.2;

          (d)  defer  capital  expenditures  which  are  not  contractually
     required;

          (e)  prevent  pre-payment  or  acceleration  of  payment of trade
     payables; and


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<PAGE>



          (f) take other commercially  reasonable cash management  actions,
     so long as such actions do not have a Material  Adverse Effect on CRSI
     or any Subsidiary;  PROVIDED THAT in no event shall this Section 5.1.2
     permit  Seller to draw any  Exchange  Proceeds  from the Business in a
     manner that would be inconsistent with the provisions of Section 5.17.

     SECTION 5.2 ACCESS TO INFORMATION.

          5.2.1 ACCESS.  Between the date of this Agreement and the Closing
Date, Seller shall,  during mutually agreeable hours (I) give Buyer and its
authorized  representatives  upon prior notice  reasonable  access,  during
normal  business  hours, to personnel,  books,  records,  offices and other
facilities  and properties of CRSI or any  Subsidiary,  as the case may be,
(II) permit Buyer to make such inspections  thereof as Buyer may reasonably
request, and (III) furnish Buyer with such financial and operating data and
other  information with respect to the Business,  results of operations and
properties  of CRSI and the  Subsidiaries  as Buyer  may from  time to time
reasonably  request;  PROVIDED  HOWEVER,  that  any such  inquiry  shall be
conducted  in such a  manner  as not to  interfere  unreasonably  with  the
business operations of CRSI or any Subsidiary;  and, PROVIDED FURTHER, that
Seller is under no  obligation  to  disclose  to Buyer any (a)  "Classified
Information" not in compliance with the DIS Industrial Security Regulation,
the DIS  Industrial  Security  Manual and any other  applicable  government
security regulations, (b) information the disclosure of which is restricted
by contract except in strict compliance with the applicable  contract,  (c)
any information regarding contracts,  proposals or bids for which Seller or
CRSI or any Subsidiary and Buyer are competitors or potential  competitors,
or (d) any information  that is subject to the attorney client privilege or
work product doctrine.

          5.2.2  CONFIDENTIALITY.  Any  information  provided  or  obtained
pursuant to this  Section 5.2 herein shall be held by TBG and Buyer and its
representatives in accordance with and shall be subject to the terms of the
Confidentiality  Agreement  between  TBG and  Seller  dated  May 1997  (the
"Confidentiality  Agreement"),  except (X) all obligations of TBG and Buyer
in this regard will  terminate  upon  completion  of the Closing,  (Y) with
respect to financial or other  information  relating  solely to Seller,  in
which case such  Confidentiality  Agreement  shall  continue  with  respect
thereto,  and (Z) that  Buyer's  covenant to refrain  from  purchasing  any
security issued by Seller as provided therein shall continue for the period
stated therein.

          5.2.3 NOTICE TO SELLER.  TBG and Buyer agree to notify  Seller in
writing,   promptly   upon   TBG's   or   Buyer's   or   their   authorized
representatives'  discovery,  of any  information  received by TBG or Buyer
prior  to the  Closing  Date  relating  to the  operations  of  CRSI or any
Subsidiary,  as the  case  may be,  which  to the  belief  of TBG or  Buyer
constitutes (or would constitute) or indicates (or would indicate) a breach
of any representation, warranty or covenant made by Seller herein.


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     SECTION  5.3 FILINGS  AND  AUTHORIZATIONS.  Seller and Buyer (or where
applicable  TBG) shall,  as promptly as practicable  after the date hereof,
file or supply, or cause to be filed or supplied,  or will make or take, or
cause to be made or taken, the following:

          (a) All  notifications  and  information  required to be filed or
     supplied pursuant to the HSR Act (including any request for additional
     information   and   documents   or   production   of   personnel   for
     administrative  interviews  made  pursuant  to the  HSR  Act)  and all
     information,  documents or interviews reasonably requested by state or
     local  officials  in  connection  with the  transactions  contemplated
     hereby;

          (b) All such other filings and submissions  under Laws applicable
     to them, or to their  subsidiaries and affiliates,  as may be required
     for it to consummate the transactions  contemplated by this Agreement,
     including all Laws relating to the Federal  Communications  Commission
     and the  filings  and  notifications  to be  supplied  pursuant to the
     Exon-Florio Amendment; and

          (c) All other actions  necessary,  proper and reasonable for them
     to  fulfill  their   obligations   hereunder  and  to  consummate  the
     transactions contemplated by this Agreement.

     SECTION 5.4 TAX MATTERS.

          5.4.1 TAX RETURNS.

          (a) Seller shall be the sole and exclusive  agent of CRSI and the
     Subsidiaries  in any and all  matters  relating  to the  U.S.  Federal
     income tax liability of the consolidated  group of which Seller is the
     common parent (the "Seller  Consolidated  Group") for all consolidated
     return years. Seller shall, INTER ALIA, have the right with respect to
     any Federal  consolidated  returns which it files (I) to determine (X)
     the  manner  in which  such  returns  shall  be  prepared  and  filed,
     including, without limitation, the manner in which any item of income,
     gain,  loss,  deduction or credit  shall be reported,  (Y) whether any
     extensions  of the due dates  for  filing  of such  returns  or of the
     applicable  statutes  of  limitations  may be  requested  and  (Z) the
     elections  that will be made by any member of the Seller  Consolidated
     Group,  (II) to file and prosecute any claim for refund,  and (III) to
     determine whether any refunds,  to which the Seller Consolidated Group
     may be  entitled,  shall be paid by way of refund or credited  against
     the tax  liability  of the  Seller  Consolidated  Group.  CRSI and the
     Subsidiaries   hereby   irrevocably   appoint   Seller  as  agent  and
     attorney-in-fact  to take such  action  (including  the  execution  of
     documents) as Seller may deem appropriate to effect the foregoing.


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          (b) Subject to Section  5.4.4(d)  hereof,  Seller  shall have the
     sole right,  at its sole expense and for its sole benefit,  to prepare
     and file any Tax Return,  amended Tax Return, or claim for refund, and
     to prosecute  any claim for refund,  with respect to any Taxes paid or
     payable by CRSI and any of the  Subsidiaries  with  respect to periods
     ending on or prior to the Closing Date.

          (c) Buyer shall file or cause to be filed when due all returns in
     respect of Taxes of CRSI and the  Subsidiaries  for  taxable  years or
     periods  ending  after the  Closing  Date and shall pay or cause to be
     paid the Taxes shown to be due on any such return.  Upon  notification
     and satisfactory  documentation from Buyer at least fifteen days prior
     to the due date of such  return,  Seller  shall pay to Buyer the Taxes
     paid with such return  that  Seller is liable for  pursuant to Section
     5.4.2(b)  of this  Agreement;  PROVIDED,  HOWEVER,  that  the  Buyer's
     failure to satisfy the procedure  described in this sentence shall not
     in any way limit its right to indemnification under this Agreement.

          (d) Subject to Section 5.4.4(d) hereof, Buyer shall have the sole
     right,  at its  sole  expense  and for its  sole  benefit  (except  as
     provided  in Section  5.4.2(b)  hereof),  to prepare  and file any Tax
     Return,  amended Tax Return, or claim for refund, and to prosecute any
     claim for  refund,  with  respect to any Taxes paid or payable by CRSI
     and any of the  Subsidiaries  with respect to periods ending after the
     Closing Date.

          (e)  In  the  event  Buyer   causes  or  permits   CRSI  and  the
     Subsidiaries  to sell  assets  on the  Closing  Date or take any other
     actions not in the  ordinary  course of business  that would result in
     the reporting of income on Seller's  consolidated  return  pursuant to
     Treas.  Reg.  ss.  1.1502-76(b)(1)(ii),  Buyer agrees that such income
     should be  reported  on Buyer's  consolidated  return  pursuant to the
     "next day" rule of Treas. Reg. ss.  1.1502-76(b)(1)(ii)(B).  If Seller
     incurs any liability  for Taxes because of such actions,  Buyer agrees
     to indemnify Seller for such liability.

          5.4.2 INDEMNITY.

          (a)  Seller  hereby  agrees  to  indemnify  and hold CRSI and the
     Subsidiaries  harmless with respect to any Tax Liability of the Seller
     Consolidated Group where such Liability arises solely by reason of any
     of CRSI and the  Subsidiaries  being severally liable for any Taxes of
     the Seller  Consolidated Group pursuant to Treas. Reg. ss. 1.1502-6 or
     any similar provision of foreign, state or local law.

          (b)  Seller  shall  indemnify  and hold Buyer  harmless  from and
     against,  and pay and  reimburse  Buyer for,  any and all Taxes of the
     Seller Consolidated Group or any member thereof (other than non-income
     Taxes  of CRSI or any  Subsidiary  reserved  against  on the  Adjusted
     December Statements or accrued

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<PAGE>



     or incurred  consistent  with past practices from December 31, 1997 to
     the Closing  Date which were not due and payable  prior to the Closing
     Date and reflected in the books and records of CRSI or any  Subsidiary
     as of the Closing  Date) for any taxable  year or period  ending on or
     before  the  Closing  Date and the  portion  of any such Taxes for any
     taxable year or period ending  thereafter  that is attributable to the
     portion of such year or period prior to the Closing  Date,  and Seller
     shall be entitled to all refunds of such Taxes.

          (c) Buyer shall  indemnify and hold the Seller  harmless from and
     against,  and pay and  reimburse  Seller for, any and all Taxes due by
     CRSI and the Subsidiaries or any affiliated group of which CRSI or the
     Subsidiaries  become  members  after the Closing  Date for any Taxable
     year or period  beginning on or after the Closing Date and the portion
     of any such Taxes for any period beginning before and ending after the
     Closing  Date  that is  attributable  to the  portion  of such year or
     period  beginning  on or after the  Closing  Date,  and Buyer shall be
     entitled to all refunds of such Taxes.

          (d)  Notwithstanding  anything in this Agreement to the contrary,
     the  Seller's  indemnity  under this  Agreement  shall not include any
     liability for Taxes resulting from Buyer's election,  if any, pursuant
     to Code Section 338.

          5.4.3 TAX  LIABILITY.  Whenever it is  necessary  for purposes of
this  Section  5.4 to  determine  the Tax  Liability  of CRSI or any of the
Subsidiaries for a taxable year or period that begins before and ends after
the Closing  Date,  the  determination  shall be made by assuming  that the
entity  had a Taxable  year that  ended at the close of the  Closing  Date,
except that exemptions,  allowances or deductions that are calculated on an
annual basis, such as the deduction for depreciation,  shall be apportioned
on a time basis.

          5.4.4 TAX CONTESTS.

          (a) The party  obliged  to  provide  indemnification  under  this
     Section 5.4 (the "Tax Indemnitor") shall assume and direct the defense
     or settlement of any hearing,  arbitration,  suit or other  proceeding
     (each a "Tax  Contest")  commenced,  filed or  otherwise  initiated or
     convened  to  investigate  or resolve  the  existence  and extent of a
     liability  with  respect  to which the Tax  Indemnitor  would  have an
     indemnification    obligation    under   this    Section   5.4   ("Tax
     Indemnification  Liability"). The Tax Indemnified Party shall have the
     right to participate,  at its own cost and expense,  in the defense of
     such Tax Contest,  it being  understood that the Tax Indemnitor  shall
     control such Tax Contest.

          (b) The Tax Indemnitor shall pay all  out-of-pocket  expenses and
     other costs related to the Tax  Indemnified  Liability,  including but
     not limited to fees for attorneys,  accountants,  expert  witnesses or
     other  consultants  retained  by the Tax  Indemnitor  and/or the party
     entitled to be indemnified under this

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     Section  5.4  (the  "Tax  Indemnified  Party")  (other  than  fees for
     attorneys, accountants, expert witnesses or other consultants retained
     solely by the Tax Indemnified  Party), and incurred at any time during
     which the Tax Indemnitor is controlling  and directing the Tax Contest
     in  respect of which such fees are  incurred.  To the extent  that any
     such  expenses  and  other  costs  have  been  or  are  paid  by a Tax
     Indemnified Party, the Tax Indemnitor shall promptly reimburse the Tax
     Indemnified Party therefor.

          (c) Any Tax  Indemnified  Party shall give written  notice to the
     Tax Indemnitor of any settlement proposed by the Taxing authority. The
     Tax Indemnitor shall have the right, in its sole discretion, to settle
     any claim for which indemnification has been sought under this Section
     5.4, subject to Section 5.4.4(d) below.

          (d)  Notwithstanding  anything to the contrary  contained herein,
     the Seller shall consult with Buyer and shall not file any amended Tax
     Return or refund  claim or enter into any  settlement  with respect to
     any Tax matter without  Buyer's prior written consent if the effect of
     such action would be to increase  directly or indirectly the liability
     for Taxes of CRSI,  the  Subsidiaries  or Buyer for any Taxable period
     (or portions  thereof)  beginning after the Closing Date. In the event
     that  Buyer  withholds  the  prior  written  consent  required  by the
     preceding  sentence within [ten] days after Seller's request therefor,
     unless the parties otherwise agree in writing,  Buyer shall assume the
     defense and  settlement of the Tax matter at issue at its own cost and
     expense, PROVIDED, HOWEVER, that Seller's indemnification on liability
     under this  Agreement with respect to such Tax matter shall be limited
     to the  indemnification  liability  Seller would have had if Buyer had
     given  Seller  such  written  consent  at the time Buyer  assumed  the
     defense  of the Tax  matter.  If  Buyer so  assumes  the  defense  and
     settlement  of a Tax  matter,  and the Tax  Contest  in which such Tax
     matter arises involves other Tax matters,  the parties shall use their
     best  efforts to cause the Tax matter the  defense and  settlement  of
     which  Buyer  assumed to be the subject of a separate  proceeding.  If
     such severance is not possible,  notwithstanding Buyer's assumption of
     the defense and  settlement of such Tax matter,  Seller shall have the
     right to choose  the forum for the Tax  Contest,  and Buyer  shall not
     enter into any  settlement  with  respect  to such Tax matter  without
     Seller's  prior written  consent if the effect of such action would be
     to increase directly or indirectly Seller's indemnification  liability
     hereunder.  Notwithstanding anything to the contrary contained herein,
     Buyer  shall  consult  with  Seller and shall not file any amended Tax
     Return or refund  claim or enter into any  settlement  with respect to
     any Tax matter without Seller's prior written consent if the effect of
     such action would be to increase  directly or indirectly the liability
     for Taxes of CRSI, the  Subsidiaries  or Seller for any Taxable period
     (or portions thereof) beginning on or before the Closing Date.


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          5.4.5 COOPERATION.

          (a)  Seller  and  Buyer  shall   provide  each  other  with  such
     assistance and documents,  without charge and in a timely fashion,  as
     may be reasonably  requested by either of them in connection  with (i)
     the  preparation  of any  Tax  Return,  (ii)  the  conduct  of any Tax
     Contest,  or  (iii)  any  other  matter  that is the  subject  of this
     Agreement. Such assistance shall include, without limitation:  (i) the
     provision on demand of books,  records, Tax Returns,  documentation or
     other  information  relating  to any  relevant  Tax  Return;  (ii) the
     execution of any document that may be necessary or reasonably  helpful
     in connection with the filing of any Tax Return, or in connection with
     any Tax  Contest,  including,  without  limitation,  the  execution of
     powers  of  attorney  and   extensions  of   applicable   statutes  of
     limitations;  and (iii) the use of  reasonable  efforts  to obtain any
     documentation from any Governmental Authority or other Person that may
     be necessary or reasonably  helpful in connection  with the foregoing.
     Each party shall make its  employees  and  facilities  available  on a
     mutually convenient basis to facilitate such cooperation.

          (b)  Seller  and each  other  member of the  Seller  Consolidated
     Group,  and CRSI and the  Subsidiaries,  shall  retain  or cause to be
     retained all Tax Returns,  schedules and workpapers,  and all material
     records or other documents  relating thereto,  until the expiration of
     the  statute of  limitations  (including  any  waivers  or  extensions
     thereof) with respect to the Taxable periods to which such Tax Returns
     and other  documents  relate or until the expiration of any additional
     period that either Buyer or Seller, as the case may be, may reasonably
     request in writing with respect to  specifically  designated  material
     records  or  documents.  If Seller or any other  member of the  Seller
     Consolidated Group, or Buyer, CRSI or any of the Subsidiaries, intends
     to destroy any material and relevant  records or documents,  Seller or
     Buyer,  as the case may be, shall provide the other party with advance
     notice and the  opportunity to copy or take possession of such records
     or documents.  The parties hereto will notify each other in writing of
     any waivers or extensions  of the  applicable  statute of  limitations
     that may  affect  the  period  for  which  the  foregoing  records  or
     documents must be retained.

     SECTION 5.5 PURCHASE SUPPORT  AGREEMENT.  From and after the execution
hereof  but prior to the  Closing,  CRSI and  Seller  shall  convert  their
existing  intracompany  purchase  support  orders  into a purchase  support
agreement  (the  "Purchase  Support   Agreement")  based  upon  arms-length
commercial  terms  and  conditions  for  the  provision  by  CRSI  and  the
Subsidiaries of the goods and services identified on Schedule 5.5 delivered
hereunder to Seller and its affiliates from and after Closing.


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     SECTION 5.6 NAME AND MARKS.

          5.6.1 BUYER'S OBLIGATIONS.  Buyer acknowledges and agrees that by
this  Agreement it is  obtaining no rights or licenses  with respect to the
names "COMSAT,"  "COMSAT  Corporation" or any derivative  thereof or to the
logo belonging to COMSAT, or to any other names,  trademarks or logos owned
by or associated  with COMSAT or its affiliates  other than those which are
specifically  identified  on  Schedule  3.10.2.  To  that  end,  as soon as
practicable  after  Closing  but no later than 120 days  after the  Closing
Date,  Buyer  shall  remove  and  change  signage,  change  and  substitute
promotional and advertising material in whatever medium,  change stationery
and  packaging  and  take  all  such  other  steps  as may be  required  or
appropriate  to eliminate  reference to COMSAT or otherwise  indicate  that
there no longer exists any  connection or  relationship  between Seller and
their  affiliates  on the one hand,  and CRSI and the  Subsidiaries  on the
other;  PROVIDED THAT nothing herein shall obligate Buyer to change or copy
over any engineering drawings, prints or copies of correspondence, invoices
and other documents prepared prior to the expiration of such 120 day period
or any "COMSAT" logo or name affixed to any inventory or product of CRSI or
any Subsidiary  acquired or manufactured prior to the expiration of 90 days
following the Closing Date, and PROVIDED  FURTHER THAT nothing herein shall
be deemed to preclude  Buyer,  CRSI or any Subsidiary from using the letter
"C" as the initial  letter of a corporate name or a name used for marketing
or communication purposes.

          5.6.2 SELLER'S OBLIGATIONS.  Seller and the Excluded Subsidiaries
shall cease all commercial  use of the names and  trademarks  identified on
Schedule 3.10.2 from and after the Closing Date.

     SECTION 5.7 NOTICE TO BUYER. Throughout the period between the date of
this  Agreement  and the  Closing,  Seller shall  promptly  notify Buyer in
writing of any event or development that comes to Seller's  Knowledge which
is reasonably  expected to have a Material  Adverse Effect upon CRSI or any
of the Subsidiaries.

     SECTION 5.8 FURTHER  ASSURANCES.  From time to time after the Closing,
the parties hereto agree that each shall,  at its own expense,  execute and
deliver,  or  cause  to be  executed  and  delivered,  such  documents  and
instruments  as may be  reasonably  requested  by the  other in order  more
effectively to consummate the transactions contemplated by this Agreement.

     SECTION 5.9 PUBLIC  ANNOUNCEMENTS.  Seller and Buyer will  consult and
agree with each other before issuing any press release or otherwise  making
any public  statement with respect to this  Agreement and the  transactions
contemplated hereby, and shall not issue any such press release or make any
such public statement prior to such  consultation and agreement,  except to
the extent that public disclosure of the transactions  contemplated  hereby
are mandated by applicable Laws, and prior

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consultation  and agreement with respect to such disclosure is not possible
in order to comply therewith.

     SECTION 5.10 COMPANY RECORDS.

          5.10.1  RETENTION.  With respect to the books and records of CRSI
and the  Subsidiaries  relating to matters prior to the Closing Date, Buyer
shall retain copies of all Tax Returns,  related  schedules and workpapers,
and all material  records and other documents  relating thereto existing on
the date  hereof or  created  through or with  respect  to taxable  periods
ending on or before or including the Closing  Date,  until six months after
the expiration of the statute of limitations  (including extensions) of the
taxable years to which such Tax Returns and other documents relate.

          5.10.2    COOPERATION    WITH   RESPECT   TO   EXAMINATIONS   AND
CONTROVERSIES.  Buyer shall use all  reasonable  efforts to cooperate  with
Seller  and  its  representatives,  in  a  prompt  and  timely  manner,  in
conjunction with any inquiry, audit, examination, investigation, dispute or
litigation  involving any Tax Return  relating to CRSI or the  Subsidiaries
filed or  required  to be filed by or for  Seller  for any  taxable  period
beginning  before the Closing Date,  and relating to any federal,  state or
local Taxes. Such cooperation shall include,  but not be limited to, making
available to Seller, during normal business hours, and within ten (10) days
of any reasonable request therefor, all books, records and information, and
the  assistance  of all  officers  and  employees,  necessary  or useful in
connection  with  any  Tax  inquiry,  audit,  examination,   investigation,
dispute, litigation or any other matter.

          5.10.3  REMEDY  FOR  FAILURE  TO  COMPLY.  If  Seller  reasonably
determines  that Buyer is not  fulfilling  its  obligations in a reasonable
manner under Section 5.10.2, Seller shall have the right to appoint, at the
reasonable   expense   of  Buyer,   an   independent   entity   such  as  a
nationally-recognized public accounting firm to assist Buyer in meeting its
obligations under Section 5.10.2. Such entity shall have complete access to
all books and records and information,  and the complete cooperation of all
officers and employees of Buyer as reasonably requested by Seller.

     SECTION  5.11  ACCESS TO REAL  PROPERTIES.  After the  Closing,  Buyer
hereby agrees,  upon  reasonable  prior written notice and during  mutually
agreeable  hours,  to  give  Seller  and  its  authorized   representatives
reasonable access to all Real Properties of CRSI and the Subsidiaries,  and
to  permit  Seller  and  its  authorized   representatives   to  make  such
inspections  thereof  (including  a  Phase  I  or  Phase  II  environmental
inspection)  and to carry out such work  thereon as Seller  may  reasonably
request,  so as to enable Seller to comply with any notice,  order or other
directive of any Governmental Authority made under any Environmental Law in
respect of the ownership by CRSI and the  Subsidiaries  of such  properties
prior to Closing, so long as such access does not interfere materially with
the operations of the Business by the Buyer.

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     SECTION 5.12  COOPERATION OF BUYER.  Buyer shall cooperate with Seller
in  all  matters  relating  to  the  actual  or  potential  obligations  or
liabilities of Seller in connection with any  Environmental Law (including,
without limitation, Seller's compliance with any judicial or administrative
notice or order issued under the  authority  of any  Environmental  Law) in
respect of the Real Property of CRSI and the Subsidiaries; such cooperation
shall  include  but not be limited to  providing  Seller with access to all
locations and facilities reasonably necessary for environmental monitoring,
and providing  Seller  access to all  information  reasonably  requested by
Seller  (including   providing  Seller  with  all  Phase  I  and  Phase  II
environmental  reports  caused  to be  prepared  by Buyer  (or,  after  the
Closing, by CRSI or any subsidiary thereof) in respect of any Real Property
promptly   after  receipt   thereof)   concerning   the  origin,   amounts,
concentrations,  chemical contents, and fate and transport of any Hazardous
Materials.

     SECTION 5.13 DISCLOSURE SCHEDULES.

          5.13.1 DELIVERY.  Concurrently with the execution hereof,  Seller
is delivering to Buyer the disclosure Schedules required to be delivered by
Seller  hereunder.  By its execution  hereof,  Buyer  acknowledges that the
Schedules delivered by Seller concurrently with the execution hereof are in
form and substance acceptable to Buyer.

          5.13.2   INTERPRETATION.   Matters  reflected  on  the  Schedules
delivered hereunder are not necessarily limited to matters required by this
Agreement to be reflected in such Schedules.  Any such  additional  matters
are set forth for  informational  purposes and do not  necessarily  include
other  matters of a similar  nature.  A disclosure  contained in any of the
Schedules delivered hereunder, which pellucidly identifies information that
clearly and on its face is relevant or applicable to one or more  Schedules
to this Agreement,  constitutes  disclosure for such other Schedules to the
extent  this  Agreement   requires  such   disclosure.   The  exhibits  and
attachments to the Schedules form an integral part of the Schedules and are
incorporated by reference for all purposes as if set forth fully therein.

     SECTION 5.14 EMPLOYEE BENEFIT MATTERS.

          5.14.1 EMPLOYEE BENEFIT DEFINITIONS. The following terms, as used
herein, shall have the following meanings:

          (a) "CRSI  Employee"  means each person who, on the Closing Date,
is an employee of CRSI or any Subsidiary other than any Excluded Employee.

          (b) "Employee Plans" means each "employee  benefit plan," as such
term is defined in Section 3(3) of ERISA,  which (I) is or has been entered
into,  maintained or  contributed to by Seller or any of its affiliates and
(II) covers any CRSI Employee.

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          (c) "Welfare  Plans" means each  "employee  welfare plan" as such
term is defined in Section 3(l) of ERISA.

          (d)  "Excluded  Employees"  means  each  person  who is listed on
Schedule 5.14.1 hereof.

          5.14.2  WELFARE PLANS  FOLLOWING  THE CLOSING.  (a) Except to the
extent  changes are required by applicable  law or  collective  bargaining,
from the Closing  Date to December 31,  1998,  Buyer will  maintain its own
Welfare Plans for the benefit of the CRSI Employees  that provide  benefits
that are reasonably similar, taken as a whole, to the medical,  disability,
vision,  dental,  life insurance,  flexible spending accounts and severance
benefits  offered to CRSI Employees by CRSI and the  Subsidiaries as of the
Closing Date (the "CRSI Welfare Plans"). Buyer will give each CRSI Employee
full credit for purposes of eligibility and vesting under any such plans or
arrangements  maintained by Buyer, CRSI or any Subsidiary  pursuant to this
Subsection 5.14.2 to the extent such CRSI Employee's  service is recognized
for such purposes under Seller's plans.

          (b) Buyer's  Welfare  Plans shall not contain a clause  excluding
coverage for preexisting  conditions  (other than  pre-existing  conditions
excluded  by CRSI's  Welfare  Plans) and shall  provide  that any  expenses
incurred by a CRSI  Employee  on or before the Closing  Date shall be taken
into  account for the purposes of  satisfying  deductible  and  coinsurance
requirements and satisfaction of maximum out-of-pocket provisions under the
Buyer's  Welfare Plans to the extent such expenses are incurred  during the
same plan year in which the Closing Date takes place.

          (c) For purposes of providing  "group  health plan" (as that term
is described in ERISA Section 607(1)) continuation coverage pursuant to the
provisions of the Consolidated  Omnibus Budget  Reconciliation Act of 1985,
including  subsequent statutory  amendments  ("COBRA"),  coverage under the
group  health  plans  offered by Buyer to CRSI  Employees  pursuant to this
Subsection  5.14.2 will be considered to have commenced on the Closing Date
and all CRSI Employees and their  dependents  shall be considered as of the
Closing Date to be covered by a "group  health plan" which does not contain
any exclusion or limitation with respect to any preexisting condition.

          (d) Seller  shall be  responsible  for the payment of all Welfare
Plan claims incurred by CRSI Employees and their covered  dependents  prior
to the Closing  Date  whether or not  reported by the Closing  Date.  Buyer
shall be  responsible  for the  payment  of all claims  incurred  under the
Welfare Plans after the Closing Date.

          (e)  Seller  shall  be  responsible  for  providing  health  care
continuation  coverage pursuant to the requirements of COBRA, to the extent
required by COBRA,  for CRSI  Employees  and/or their  dependents who had a
"qualifying event" under COBRA prior to or on the Closing Date. Buyer shall
be responsible for providing

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health care  continuation  coverage  pursuant to COBRA,  for all  Employees
and/or their dependents who had a "qualifying  event" under COBRA after the
Closing Date.

          (f)  Notwithstanding  any possible  inferences  to the  contrary,
neither Seller nor Buyer intends for this Section 5.14 to create any rights
or obligations  except as between Seller and Buyer,  and no past or present
Employees of Seller or Buyer shall be treated as third party  beneficiaries
of this Section 5.14.

          5.14.3 RETENTION AGREEMENTS.  Schedule 5.14.3 delivered hereunder
sets forth a list and  description  (including the amounts  payable) of all
written  employee  retention   agreements   covering  the  CRSI  Employees.
Effective  on the  Closing  Date,  Buyer  shall  assume and  discharge  all
obligations  and  liabilities  under  such  employee  retention  agreements
arising  after the Closing  Date,  and Buyer  agrees to release  Seller and
indemnify  Seller and hold  Seller  harmless  from,  and pay and  reimburse
Seller for, all obligations and liabilities  arising  thereunder  after the
Closing  Date.  Any  payments  due an  Employee  under  any such  retention
agreement on the Closing Date shall be shared  equally  between  Seller and
Buyer  (except for any  payments due an Excluded  Employee,  which shall be
paid by Seller).  Buyer further agrees to indemnify  Seller and hold Seller
harmless  from  and  against,   and  pay  and  reimburse  Seller  for,  all
obligations  and liabilities and other amounts payable to any CRSI Employee
to the extent such  obligation,  liability or other amount shall become due
and payable by Seller on account of the termination of such CRSI Employee's
employment with Buyer or any of its affiliates following the Closing.

          5.14.4  SAVINGS  PROGRAM.  On the Closing  Date,  CRSI  Employees
eligible to participate in the COMSAT Corporation  Savings & Profit Sharing
Plan (the  "Seller's  Savings  Plan")  shall  commence  participating  in a
defined  contribution  plan or plans sponsored by Buyer.  Buyer shall cause
such plans to be amended to waive any  waiting  period for  eligibility  to
participate in such plans. To the extent permitted by Seller's Savings Plan
and Section  401(k)(10) of the Code,  each CRSI Employee shall be permitted
during the period  between the  Closing and the end of the second  calendar
year  following the Closing Date, to receive a  distribution  from Seller's
Savings Plan, make a direct rollover in accordance with Section  401(a)(31)
of the Code, or leave his or her account balances in Seller's Savings Plan.
Seller shall take such action as may be  necessary,  if any, to permit each
CRSI  Employee to make a direct  rollover  from  Seller's  Savings  Plan in
accordance with Section  401(a)(31) of the Code. The assets  transferred in
the  direct  rollover  shall  be in the  form of  cash.  On or prior to the
Closing,  Seller  shall take all actions  necessary  to fully vest the CRSI
Employees, who are currently partially vested, in Seller's Savings Plan.

          5.14.5 VACATION AND HOLIDAYS. As of the Closing Date, Buyer shall
adopt, at its expense,  vacation and holiday plans or policies for the CRSI
Employees to succeed the vacation and holiday  plans or policies of Seller,
CRSI or any  Subsidiary  covering the CRSI  Employees,  as the case may be.
Until December 31, 1997,  such plans shall be  substantially  equivalent to
the plans Seller, CRSI or any Subsidiary

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would have provided to the CRSI  Employees  had they  remained  employed by
Seller,  CRSI or such  Subsidiary,  and Seller  shall have no  liability or
obligation to pay or provide any vacation or holiday payments claimed on or
after the Closing Date.

          5.14.6  WARN ACT  COMPLIANCE.  Buyer  agrees to  comply  with all
provisions of, and discharge all  liabilities  arising under,  the WARN Act
with  respect to the CRSI  Employees  for a period of not less than 60 days
following the Closing Date.

          5.14.7  EXCLUDED  EMPLOYEES.  On or prior to the Closing,  Seller
shall have the right to make offers of employment to the Excluded Employees
to the extent any of them are not employees of Seller or any  subsidiary of
Seller (other than CRSI and the Subsidiaries). Buyer shall not, directly or
indirectly  through  another  Person,  (i)  induce or attempt to induce any
Excluded  Employee that has accepted  Seller's offer of employment to leave
the employ of Seller or any of its Affiliates, or in any way interfere with
the  relationship  between Seller and its Affiliates,  on the one hand, and
any such Excluded  Employee,  on the other hand,  without the prior written
consent of Seller (it being  understood  and agreed by the  parties  hereto
that the solicitation of employees by Buyer, either directly or indirectly,
through  advertisements  or other means of solicitation that are general in
nature and do not relate  specifically to such Excluded Employees shall not
constitute a violation of this clause (i)),  or (ii) hire any such Excluded
Employee who was an employee of Seller or any of its  Affiliates  until six
months after such Excluded Employee's  employment  relationship with Seller
or its Affiliate has been terminated,  without the prior written consent of
Seller.

     SECTION 5.15 ADMINISTRATION OF ACCOUNTS.

          5.15.1 IN TRUST FOR BUYER. All payments and  reimbursements  made
by any third party  after the  Closing  Date in the name of or to Seller to
which Buyer,  CRSI or any  Subsidiary is entitled in  accordance  with this
Agreement and the transactions  contemplated hereby shall be held by Seller
in trust for the benefit of Buyer and,  promptly  upon receipt by Seller of
any such  payment  or  reimbursement,  Seller  shall  pay over to Buyer the
amount of such payment or reimbursement without right of set off.

          5.15.2 IN TRUST FOR SELLER. All payments and reimbursements  made
by any third party after the Closing Date in the name of or to Buyer,  CRSI
or any  Subsidiary  to which  Seller is  entitled in  accordance  with this
Agreement and the transactions  contemplated  hereby shall be held by Buyer
in trust for the benefit of Seller and,  promptly  upon receipt by Buyer of
any such  payment  or  reimbursement,  Buyer  shall pay over to Seller  the
amount of such payment or reimbursement without right of set off.


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     SECTION 5.16 NEGOTIATIONS WITH OTHERS. From and after the date hereof,
unless and until this  Agreement  shall have been  terminated in accordance
with its terms, the Seller shall not (i) directly or indirectly  solicit or
initiate  discussions  with any  Person  other than the Buyer or any of its
Affiliates,  involving  the  possible  acquisition  of all or  part  of the
Business  or CRSI or any  Subsidiary  (other than the  Excluded  Assets and
Liabilities)  and (ii) enter into any  transaction  with any Person,  other
than the Buyer or any of its affiliates, involving the possible acquisition
of all or part of the  Business or CRSI or any  Subsidiary  (other than the
Excluded Assets and Liabilities).  The Seller shall notify the Buyer of any
unsolicited  offer or proposal to enter into  discussions  or to buy all or
part of the  Business of CRSI or any  Subsidiary  (other than the  Excluded
Assets and Liabilities), and shall provide the Buyer with a copy thereof.

     SECTION 5.17 EXCHANGE  PROCEEDS.  If,  between the date hereof and the
Closing,  CRSI  and/or any of the  Subsidiaries  receives  any  proceeds in
consideration  for the  exchange  of any of its  assets or Real  Properties
(other than the Excluded Assets and Liabilities),  whether from the sale of
any such assets or Real  Properties,  from  insurance  proceeds  payable on
account of any loss or  casualty  to such  assets or Real  Properties,  any
proceeds from the taking of any such assets or Real Properties  pursuant to
the power of eminent  domain,  or any other  proceeds from whatever  source
(the "Exchange Proceeds"), CRSI shall immediately notify Buyer of CRSI's or
any Subsidiaries'  receipt of such Exchange Proceeds and shall consult with
Buyer with  respect  to the  application  of such  Exchange  Proceeds.  Any
Exchange Proceeds received by CRSI and/or the Subsidiaries  shall either be
used to purchase  replacement  assets or Real  Properties or be retained by
CRSI or such Subsidiary.

     SECTION 5.18 NONCOMPETITION AND NONSOLICITATION.

          5.18.1  NONCOMPETITION.  The Seller  acknowledges  that it has or
will  become  familiar  with  the  trade  secrets  and  other  confidential
information concerning CRSI and the Subsidiaries.  Therefore, Seller agrees
that,  during the period  beginning  on the Closing  Date and ending on the
date that is 18 months after the Closing Date (the  "Non-Compete  Period"),
the  Seller  shall  not  directly  or  indirectly  own,  manage,   control,
participate in, consult with,  render services for, or in any manner engage
in any business  competing  with the Business (the  "Competing  Business").
Notwithstanding  the  aforesaid,  nothing  herein shall prohibit the Seller
from:  (i)  being a passive  owner of not more than 10% of the  outstanding
equity  securities of any class of a  corporation  or other Person which is
publicly  traded,  so long as  Seller  has no active  participation  in the
business of such  Person;  (ii)  acquiring a Person  engaged in a Competing
Business outside of the United States so long as the aggregate value of any
such  acquisition  (after  cumulating the aggregate value of all other such
acquisitions)   does  not  exceed   $160   million;   (iii)   acting  as  a
sub-contractor to any prime contractor engaged in a project or program that
is a Competing Business, so long as the activity or work to be performed as
a sub-contractor  does not compete directly with the activity or work being
performed by CRSI or any of the

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Subsidiaries as of or prior to the Closing Date; (iv) offering  services or
products  currently offered by, under active development by or contemplated
for  active  development  by (as  evidenced  by  written  documentation  in
existence  on the date hereof  evidencing  an intent to proceed with active
development  in the future),  Seller or any of its  Affiliates  (other than
CRSI and the  Subsidiaries);  (v)  licensing  any  technology  developed by
COMSAT Laboratories, a division of Seller ("COMSAT Labs"); (vi) acquiring a
Person  engaged in a Competing  Business (a "Competing  Target") where such
Competing  Business  represents  less  than 10% of the  Competing  Target's
assets or revenues; (vii) selling, or causing to be sold, any or all of the
capital  stock,  or any or all of the assets of,  Seller or any of Seller's
Affiliates  to a Person  engaged in a Competing  Business;  (viii)  owning,
directly or indirectly, the Excluded Assets and Liabilities and engaging in
the business represented thereby; (ix) providing services to or through the
INTELSAT  and  Inmarsat  satellite  systems;  and (x)  owning any shares of
capital  stock of, and  having one or more seats on the Board of  Directors
of, Calian Technologies,  Inc.; (xi) engaging in a transaction by which the
shareholders  of  Seller  or  the  then-existing   Board  of  Directors  or
management  team no longer  control the  business and affairs of Seller and
its Affiliates;  or (xii) engaging in a Competing  Business by which Seller
and its  Affiliates  would derive on an annual basis  revenues in excess of
$20 million.

          5.18.2  NONSOLICITATION.  During the period beginning on the date
hereof  and  ending on the  second  anniversary  of the  Closing  Date (the
"Non-Solicit  Period"),  Seller  shall not directly or  indirectly  through
another Person: (i) induce or attempt to induce any employee of CRSI or any
Subsidiary  thereof to leave the employ of CRSI or such  Subsidiary,  or in
any  way  interfere  with  the  relationship   between  CRSI  or  any  such
Subsidiary,  on the one hand, and any employee thereof,  on the other hand,
without the prior written consent of Buyer (it being  understood and agreed
by the parties hereto that the solicitation of employees by Seller,  either
directly  or  indirectly,   through   advertisements   or  other  means  of
solicitation  that are general in nature and do not relate  specifically to
the employees of CRSI or any Subsidiary shall not constitute a violation of
this  clause  (i));  or (ii) hire any person who was an employee of CRSI or
such  Subsidiary  without the prior  written  consent of Buyer.  Similarly,
during the Non-Solicit Period, Buyer and its Affiliates (including CRSI and
the Subsidiaries)  shall not directly or indirectly through another Person:
(i) induce or attempt to induce any  employee  of COMSAT Labs or any of the
Excluded  Employees to leave the employ of Seller and its  Affiliates or in
any way  interfere  with  the  relationship  between  Seller  and any  such
employee  without the prior written consent of Seller (it being  understood
and agreed by the parties  hereto that the  solicitation  of  employees  by
Buyer, either directly or indirectly, through advertisements or other means
of solicitation  that are general in nature and do not relate  specifically
to such employees of Seller shall not constitute a violation of this clause
(i));  or (ii) hire any employee of COMSAT Labs until six months after such
individual's employment relationship with Seller or its Affiliates has been
terminated, without the prior written consent of Seller.


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          5.18.3  VALIDITY.  The  invalidity  or  unenforceability  of  any
provision  of this  Section  5.18,  in whole or by virtue of the  following
sentence in part,  shall not affect the validity or  enforceability  of any
other  provision  of this  Section  5.18 or of any other  provision of this
Agreement, all of which shall to the full extent consistent with applicable
law  continue in full force and effect.  In addition,  if any  provision of
Section  5.18 shall be adjudged  to be  excessively  broad as to  duration,
geographical  scope,  activity or subject,  the parties  hereto intend such
provision shall be deemed modified to the minimum degree  necessary to make
such provision  valid and  enforceable  under  applicable law and that such
modified  provision  shall  thereafter  be enforced  to the fullest  extent
possible.

     SECTION  5.19  EXCLUDED  CONTRACTS.  With  respect  to each  contract,
subcontract  or other  agreement  or  arrangement  listed or  described  in
Schedule III hereto (collectively,  the "Excluded Contracts"),  Seller will
use all  reasonable  efforts  to obtain  the  approval  or  consent  to the
transfer or novation of such Excluded  Contract to Seller or a wholly owned
subsidiary of Seller (other than CRSI or any  Subsidiary),  and all rights,
obligations and liabilities in, to and under such Excluded Contracts.

     SECTION 5.20 FINANCIAL  REPORTS.  Prior to the Closing Date, within 25
days after the end of each  monthly  accounting  period,  the Seller  shall
deliver  to the  Buyer  an  unaudited  financial  report  of  CRSI  and the
Subsidiaries,  which report shall be prepared in  accordance  with GAAP and
which  shall  include  (i) a profit  and loss  statement  for such  monthly
accounting period,  (ii) a balance sheet as of the last day of such monthly
accounting period and (iii) a statement showing the net intercompany  loans
and advances  between Seller and CRSI and the  Subsidiaries  as of the last
day of such monthly  accounting  period. In addition,  within 35 days after
the end of each monthly  accounting  period,  but no later than the Closing
Date,  Seller shall deliver to Buyer,  prepared in accordance  with GAAP, a
statement of cash flows for such monthly accounting period.

     SECTION  5.21  GREENBANK  SURETY  BOND.  On or as soon as  practicable
following  the  Closing  Date,  Seller  shall use  commercially  reasonable
efforts  to  cause  CRSI to be  released  from all of its  liabilities  and
obligations in respect of the surety bond, dated September 6, 1991,  issued
by  Reliance  Insurance  Company  in the amount of  $10,000,000.00  for the
benefit of Associated Universities,  Inc. (the "Greenbank Bond") by causing
to be issued and delivered to Associated  Universities,  Inc. a surety bond
in   substitution  of  the  Greenbank  Bond.  The  surety  bond  issued  in
replacement of the Greenbank Bond shall be issued substantially in the form
of, and in the full amount then available to be drawn under,  the Greenbank
Bond as at the  Closing  Date.  The Seller  shall pay and  reimburse  Buyer
promptly for any and all costs,  expenses and liabilities incurred by Buyer
or CRSI in connection with the Greenbank Bond, including without limitation
all amounts drawn under the Greenbank Bond by the  beneficiary  thereof and
any fees  payable to the issuer  thereof in  connection  therewith.  In the
event CRSI is not fully released from its obligations under the

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Greenbank  Bond on or before the  Closing  Date,  Seller  shall cause to be
issued to Buyer on the  Closing  Date,  a letter of credit from a financial
institution  reasonably  acceptable  to  Buyer,  in the face  amount of the
maximum  amount then  available to be drawn under the  Greenbank  Bond,  as
collateral  security for Seller's  obligations  to indemnify  and reimburse
Buyer hereunder for all draws under the Greenbank Bond.  Buyer shall return
such letter of credit for cancellation to the issuing bank thereof promptly
upon CRSI being fully  discharged from its obligations  under the Greenbank
Bond.


                                 ARTICLE VI

                CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER


     SECTION 6.1 CONDITIONS.  The obligations of Buyer under this Agreement
to perform  Article II herein  shall be  subject to the  fulfillment  on or
prior to the Closing Date of all of the following conditions precedent:

          6.1.1    REPRESENTATIONS    AND    WARRANTIES    ACCURATE.    The
     representations  and warranties of Seller  contained in this Agreement
     or any  Ancillary  Agreement  herein  shall  be true  in all  material
     respects at and as of the Closing Date as if such  representations and
     warranties  were made at and as of the Closing  Date  (except (i) that
     representations  and  warranties  that are made as of a specific  date
     need be true in all material  respects only as of such date,  and (ii)
     that any  representation  and warranty that is qualified by a standard
     of materiality shall be true and correct as stated herein).

          6.1.2  PERFORMANCE  BY SELLER.  Seller shall have  performed  and
     complied in all material  respects with all agreements,  covenants and
     conditions  required by this  Agreement to be  performed  and complied
     with by it prior to or on the Closing Date.

          6.1.3 GOVERNMENT AUTHORIZATIONS.

          (a) All applicable  waiting  periods under the HSR Act shall have
     expired or been terminated.

          (b) All authorizations,  determinations,  approvals, consents and
     waivers of any  Governmental  Authority or any other Person  necessary
     for the lawful  consummation of the transactions  contemplated by this
     Agreement  ("Consents")  shall  have been  obtained,  other  than such
     Consents which, if not obtained, are not reasonably expected to have a
     Material  Adverse  Effect  on  CRSI or any of the  Subsidiaries  after
     giving effect to the Closing hereunder.


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          (c)  There  shall  exist  no  action,   suit,   investigation  or
     proceeding pending on the Closing Date or any injunction issued by any
     court of competent  jurisdiction  which (i) would restrain,  limit the
     ability to consummate,  make unlawful or prohibit the  consummation of
     the transactions  contemplated by this Agreement,  or (ii) in the good
     faith opinion of Buyer could reasonably be expected to have a Material
     Adverse Effect on CRSI or the Subsidiaries, taken as a whole.

          (d) All authorizations, determinations, consents or waiver of the
     Committee on Foreign  Investment in the United States  pursuant to the
     Exon-Florio Amendment shall have been obtained.

          6.1.4  OPINION OF COUNSEL.  Buyer shall have received the opinion
     of (i) Crowell & Moring LLP,  special counsel for Seller,  in form and
     substance  reasonably  acceptable to Buyer,  and (ii) Warren Y. Zeger,
     Vice President,  Secretary and General Counsel of Seller,  in form and
     substance reasonably acceptable to Buyer.

          6.1.5 SURVEYS. With respect to each of the Real Properties, Buyer
     shall have  obtained a survey  prepared  in  accordance  with the 1992
     ALTA/ACSM standards,  which survey shall enable Buyer to obtain at its
     option an ALTA  title  insurance  policy  insuring  valid  fee  and/or
     leasehold ownership (as applicable),  subject only to those exceptions
     and encumbrances  satisfactory to Buyer in its reasonable  discretion;
     PROVIDED,  HOWEVER,  that the  provisions  of this Section 6.1.5 shall
     constitute a condition  to Buyer's  obligation  to perform  Article II
     herein  only for a period  of 45 days  commencing  on the date of this
     Agreement.

          6.1.6  ENVIRONMENTAL.  Buyer shall be  satisfied  in all material
     respects  with  results  of its Phase I  environmental  due  diligence
     investigation of CRSI and the Subsidiaries which shall be performed by
     representatives for Buyer;  PROVIDED,  HOWEVER, that the provisions of
     this Section 6.1.6 shall constitute a condition to Buyer's  obligation
     to perform  Article II herein only for a period of 45 days  commencing
     on the date of this Agreement.

          6.1.7 ABSENCE OF ADVERSE CHANGE.  Since December 31, 1997,  there
     shall  have been no change  which  has or has had a  Material  Adverse
     Effect on CRSI and the Subsidiaries, taken as a whole.

          6.1.8 SECURITY  CLEARANCE.  Buyer shall have received notice from
     the Department of Defense that the facility  security  clearances will
     be permitted  to continue at the same levels of all facility  security
     clearances  previously  issued  to CRSI  and the  Subsidiaries  and in
     effect  on the date of this  Agreement  to the  extent  such  facility
     clearances are necessary for the operation of the Business.

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          6.1.9  COMPLIANCE WITH ISRA.  Seller shall have complied with all
     applicable  requirements  of ISRA and shall have received  evidence of
     such  compliance  from  the New  Jersey  Department  of  Environmental
     Protection ("NJDEP"), with respect to the Real Property located in New
     Jersey, in form and substance  satisfactory to Buyer.  Seller shall be
     responsible  for making all  notifications  required by ISRA and shall
     provide to Buyer copies of all  submissions to NJDEP by Seller and all
     correspondence from NJDEP to Seller.  Seller shall conduct at its sole
     expense any remediation,  cleanup investigation,  monitoring, sampling
     or  analysis  required  under  ISRA  ("ISRA  Remediation").  Any  ISRA
     Remediation  need not be completed  prior to Closing so long as Seller
     has complied  with its  obligations  under the first  sentence of this
     paragraph. In the event any ISRA Remediation is not completed prior to
     Closing,  Buyer  shall  have the  right,  but not the  obligation,  to
     conduct any ISRA Remediation or any portion thereof in place of Seller
     in the  event  Seller  is not  diligently  proceeding  with  such ISRA
     Remediation.  Seller shall reimburse  Buyer for all reasonable  costs,
     expenses,  or other  liabilities  incurred by Buyer in connection with
     such  activities,   including  any  costs,   expenses  or  liabilities
     associated  with the off-site  disposal or treatment of any  excavated
     materials.  The  reimbursement  for all such costs,  expenses or other
     liabilities  shall be made within 30 days of receipt of  documentation
     of such costs from Buyer.

          6.1.10  GREENBANK  NOVATION.  The Seller shall have  obtained the
     approval  and consent to the  transfer  or  novation of the  GreenBank
     Contract to the Seller or a  wholly-owned  subsidiary of Seller (other
     than CRSI or any Subsidiary), and a mutual release of claims in a form
     attached  hereto as Exhibit H,  executed by  Associated  Universities,
     Inc. and the other  parties  thereto.  To the extent that Seller shall
     not have obtained the executed  novation and mutual  release of claims
     prior to March 31, 1998,  the parties  hereto,  at their  option,  may
     mutually agree to negotiate in good faith the terms of a new agreement
     pursuant to which the transactions contemplated by this Agreement will
     be effected by a transfer of assets and liabilities of CRSI (including
     the capital stock of the  Subsidiaries  but not including the Excluded
     Assets and Excluded Liabilities).

          6.1.11 EXPORT  LICENSES.  Buyer and/or CRSI and the  Subsidiaries
     shall have obtained any requisite export licenses for the continuation
     of the Business from and immediately after the Closing Date.

          6.1.12  ANCILLARY  AGREEMENTS.  Each of the Ancillary  Agreements
     shall have been executed and delivered by the parties thereto.

     SECTION 6.2 WAIVER.  Buyer may waive in writing  fulfillment of any or
all the conditions set forth in Section 6.1 of this Agreement.


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                                ARTICLE VII

               CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER


     SECTION 7.1 CONDITIONS. The obligations of Seller under this Agreement
to perform  Article II herein  shall be  subject to the  fulfillment  on or
prior to the Closing Date, of all of the following conditions precedent:

          7.1.1    REPRESENTATIONS    AND    WARRANTIES    ACCURATE.    The
     representations and warranties of Buyer contained in Article IV herein
     shall be true in all material respects (except that any representation
     and warranty that is qualified by a standard of  materiality  shall be
     true and correct as stated herein) at and as of the Closing Date as if
     such representations and warranties were made at and as of the Closing
     Date.

          7.1.2  PERFORMANCE  BY BUYER.  Buyer  shall  have  performed  and
     complied in all material  respects with all agreements,  covenants and
     conditions  required by this  Agreement to be  performed  and complied
     with by it prior to or on the Closing Date.

          7.1.3 GOVERNMENT AUTHORIZATIONS.

          (a) All applicable  waiting  periods under the HSR Act shall have
     expired or been terminated.

          (b) All consents shall have been obtained.

          (c)  There  shall  exist  no  action,   suit,   investigation  or
     proceeding pending on the Closing Date or any injunction issued by any
     court of  competent  jurisdiction  which  would  restrain,  limit  the
     ability to consummate,  make unlawful or prohibit the  consummation of
     the transactions contemplated by this Agreement.

          7.1.4 OPINION OF COUNSEL.  Seller shall have received the opinion
     of O'Sullivan Graev & Karabell, LLP, special counsel to Buyer, in form
     and substance reasonably acceptable to Seller.

          7.1.5 CHANGE OF NAME. Seller shall have received a certificate of
     Amendment  to  the  Certificate  of  Incorporation  of  CRSI  and  any
     Subsidiary  using  the  name  "COMSAT",  in each  case in due form for
     filing with the  appropriate  governmental  agency,  providing for the
     deletion of the name "COMSAT" from their respective corporate names.


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     SECTION 7.2 WAIVER.  Seller may waive in writing fulfillment of any or
all of the conditions set forth in Section 7.1 of this Agreement.


                                ARTICLE VIII

                              INDEMNIFICATION


     SECTION 8.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

          8.1.1 OF THE SELLER.  The  representations  and warranties of the
Seller  contained in Article III herein shall survive the Closing and shall
remain in full force and effect for the  benefit of the Buyer  until  March
31, 2000, except that (a) the representations  and warranties  contained in
Section 3.13  relating to Taxes,  shall survive for any Taxable year or any
period  ending on or prior to the Closing Date until ninety (90) days after
the last date on which the relevant tax  authority is entitled to assess or
reassess CRSI and the Subsidiaries  with respect to such Taxable period and
(b) the representations and warranties contained in Sections 3.2, 3.3, 3.4,
3.5,   3.19  and  3.21   (the   "Fundamental   Representations")   and  the
representations and warranties  contained in Section 3.15 shall survive for
a period of ten years following the Closing Date.

          8.1.2 OF THE BUYER.  The  representations  and  warranties of the
Buyer  contained in Article IV herein  shall  survive the Closing and shall
remain in full force and effect for the  benefit of the Seller  until March
31, 2000.

     SECTION 8.2 GENERAL INDEMNITY.

          8.2.1  INDEMNIFICATION  BY  SELLER.  After the  Closing  Date and
subject to provisions of this Article VIII, Seller shall indemnify and hold
Buyer, CRSI, the Subsidiaries and their respective  Affiliates,  directors,
officers,   employees,   agents  and   representatives   (each,   a  "Buyer
Indemnitee")  harmless  from and against,  and shall pay and  reimburse the
Buyer Indemnitees for, any and all Losses resulting from or arising out of:

          (a) any breach of any  representation  or  warranty of the Seller
     contained in Article III (unless  Seller can prove by a  preponderance
     of the evidence that Buyer or its representatives had actual knowledge
     of such breach on or prior to the Closing);

          (b) the  nonperformance,  partial or total,  of any  covenant  or
     agreement of Seller  contained in this  Agreement,  in any case to the
     extent  not waived by Buyer;  PROVIDED  HOWEVER,  to the  extent  such
     nonperformance  shall  relate to any  covenant or  agreement of Seller
     contained in Section 5.4 hereof,

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     indemnification  therefor  shall  be  governed  by the  provisions  of
     Section 5.4 and not by the provisions of this Section 8.2.1;

          (c) (i) any environmental  condition  existing or event occurring
     on or before the Closing  Date at any  property  currently or formerly
     owned,  leased or used by the Seller,  CRSI or any of the Subsidiaries
     or  any  predecessor   thereof,  or  (ii)  any  generation,   storage,
     treatment,  disposal,  transportation,   shipment  offsite,  or  other
     management  of Hazardous  Materials by the Seller,  CRSI or any of the
     Subsidiaries  or any  predecessor  thereof  prior to the Closing Date;
     PROVIDED THAT this  indemnity  shall not extend to  incremental  costs
     incurred in remediating  environmental  conditions  existing as of the
     Closing Date to the extent that the incurrence of such costs:  (X) was
     or is not  reasonably  necessary  to  resolve  or  avoid a claim  by a
     Governmental Authority or other Person or to comply with an order of a
     Governmental Authority,  and (Y) was or is not reasonably necessary in
     light of applicable  federal,  state or other  Governmental  Authority
     action  levels or cleanup  standards,  where such levels or  standards
     exist.

          (d) any  Liability  relating to Employee  Plans or Welfare  Plans
     maintained  by the Seller,  CRSI or any of the  Subsidiaries  prior to
     Closing;

          (e) claims or  Liabilities  (including  any claims or Liabilities
     relating to any  environmental  condition or any generation,  storage,
     treatment,  disposal,   transportation,   shipment  offsite  or  other
     management  of  Hazardous  Materials)  against,  or arising  out of or
     related to  actions or  omissions  by, any former  direct or  indirect
     subsidiary  of the Seller,  or any division of any  subsidiary  of the
     Seller, or CRSI or any of the Excluded Subsidiaries, in each case, not
     part  of  the  Business  being  transferred  to  the  Buyer  hereunder
     including,  without  limitation,  the Excluded Assets and Liabilities;
     and

          (f) any claims  arising  out of or related to the  Government  of
     Nicaragua  claim  and/or  litigation  identified  on  Schedule  3.11.2
     delivered  hereunder and the Andrew litigation  matters  identified on
     Schedule 3.12 delivered hereunder.

          8.2.2  INDEMNIFICATION  BY  BUYER.  After  the  Closing  Date and
subject to the provisions of this Article VIII,  Buyer shall  indemnify and
hold Seller and its Affiliates and their  respective  officers,  directors,
employees,   agents  and  representatives  (each,  a  "Seller  Indemnitee")
harmless  from  and  against,  and  shall  pay  and  reimburse  the  Seller
Indemnitees for, any and all Losses resulting from or arising out of:


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          (a)  any  breach  of any  representation  or  warranty  of  Buyer
     contained in Article IV (unless Buyer can prove by a preponderance  of
     the evidence that Seller or its  representatives  had actual knowledge
     of such breach on or prior to the Closing); and

          (b) the  nonperformance,  partial or total,  of any  covenant  or
     agreement  of Buyer  contained in this  Agreement,  in any case to the
     extent not waived by Seller;  PROVIDED,  HOWEVER,  to the extent  such
     nonperformance  shall  relate to any  covenant or  agreement  of Buyer
     contained  in Section 5.4 hereof,  indemnification  therefor  shall be
     governed  by the  provisions  of Section  5.4 and not by this  Section
     8.2.2.

          8.2.3  LIMITATIONS.  For purposes solely of this Section 8.2 (and
not with respect to any other provision relating to indemnification in this
Agreement):

          (a) Except as provided in Section 8.2.3(d), the Buyer Indemnitees
     shall not be  entitled to  indemnification  under  Sections  8.2.1(a),
     8.2.1(c)  and  8.2.1(f)  with  respect  to (i) any  Losses  until  the
     aggregate  of all such  Losses  exceeds  six percent of the sum of the
     Purchase  Price and the Note  Principal  Amount  (if  applicable),  as
     adjusted  pursuant to Section 2.6 hereof (the "Indemnity  Threshold"),
     in which case the  indemnifying  party shall be  responsible  only for
     such indemnifiable  amount in excess of the Indemnity  Threshold,  and
     (ii) Losses  (individually  or in the aggregate)  hereunder  exceeding
     twenty-five percent of the sum of the Purchase Price and the Principal
     Amount (if applicable),  (the "Indemnity Cap") as adjusted pursuant to
     Section 2.6 hereof. Any indemnifiable liability with respect to breach
     or nonperformance of a representation, warranty, covenant or agreement
     shall be limited to the amount of Losses  sustained by the indemnified
     party by reason of such breach or  nonperformance  net of any reserves
     appearing on the Adjusted December Statements and specifically related
     to the situation in question.

          (b) Neither any Seller  Indemnitee nor any Buyer Indemnitee shall
     be entitled to make any claim for  indemnification  under this Section
     8.2 with respect to the breach of any  particular  representation  and
     warranty contained herein after the date on which such  representation
     and  warranty  ceases to  survive  pursuant  to  Section  8.1  herein;
     PROVIDED,   HOWEVER,  that,  if  prior  to  the  date  on  which  such
     representation and warranty ceases to survive,  the indemnifying party
     shall have  received  written  notification  of a claim for  indemnity
     hereunder specifying in reasonable detail the basis of any such claim,
     and such claim shall not have been finally  resolved or disposed of at
     such date, such claim shall continue as a basis for indemnity until it
     is finally resolved or disposed of, subject to applicable  statutes of
     limitation.


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          (c) In the event that an  indemnified  party shall be entitled to
     indemnification pursuant to Section 8.2.1(b),  8.2.2(b) or 5.4 hereof,
     as the  case may be,  and the  event  giving  rise to such  claim  for
     indemnification  shall also  constitute  a breach by the  indemnifying
     party of one or more of its representations  and warranties  contained
     herein,  then (I) the  indemnified  party  shall  not be  entitled  to
     indemnification  in respect of such event pursuant to Section 8.2.1(a)
     or  8.2.2(a)  hereof,  as the case may be,  and (II) the amount of all
     Losses for which  indemnification  shall be sought pursuant to Section
     8.2.1(b),  8.2.2(b)  or  Section  5.4  hereof  shall not be taken into
     account for the  purpose of  computing  or  satisfying  the  Indemnity
     Threshold set forth in Section 8.2.3(a) hereof.

          (d) The Seller  hereby  acknowledges  and agrees  that any Losses
     that are  incurred  in  connection  with the  breach of (i) any of the
     Fundamental  Representations  or (ii)  representations  and warranties
     contained in Section 3.13,  shall not be applied against or subject to
     either the Indemnity  Threshold or dollar limitations on liability set
     forth in Section 8.2.3(a).

          8.2.4 IVORY COAST.

          (a) Buyer shall cause CRSI and the  Subsidiaries to indemnify and
     hold  harmless  all Seller  Indemnities  (including  Seller)  from and
     against,  and to pay and reimburse the Seller Indemnitees for, any and
     all Losses  resulting  from or arising  out of the action  styled JOSE
     MENDOZA   AND  MARALI   CORPORATION   VS.   COMMUNICATIONS   SATELLITE
     CORPORATION  (N.D.  Texas) (the "Ivory Coast Commission  Litigation"),
     but only to the extent such Losses  (including,  for the  avoidance of
     doubt, all actual costs and expenses (including  reasonable attorneys'
     fees and expenses)  incurred after the Closing Date in connection with
     the defense of the Ivory Coast Commission Litigation) do not exceed an
     amount  equal  to (X) the  Indemnity  Threshold  LESS  (Y) any  Losses
     incurred  by all Buyer  Indemnitees  for which such Buyer  Indemnitees
     would have been entitled to  indemnification  from Seller  pursuant to
     Section 8.2.1, but such indemnification was not available because such
     Losses  were less  than the  Indemnity  Threshold  as  provided  under
     Section  8.2.3(a).   Any  amounts  paid  by  Buyer  or  CRSI  and  the
     Subsidiaries  pursuant to this Section  8.2.4(a) shall apply to and be
     credited against the Indemnity Threshold.

          (b)  Seller  shall   indemnify   and  hold   harmless  all  Buyer
     Indemnitees  (including  Buyer)  from and  against,  and shall pay and
     reimburse the Buyer Indemnitees for, any and all Losses resulting from
     or arising out of the Ivory Coast  Commission  Litigation  (including,
     for the avoidance of doubt,  all actual costs and expenses  (including
     reasonable  attorneys'  fees and expenses)  incurred after the Closing
     Date in  connection  with the  defense of the Ivory  Coast  Commission
     Litigation), but only to the extent such Losses exceed the

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     indemnification  obligations of CRSI and the Subsidiaries  pursuant to
     Section 8.2.4(a).

     SECTION 8.3 DEFENSE OF THIRD PARTY CLAIMS.

          8.3.1  NOTICE.  No  right  to  indemnification  pursuant  to this
Article  VIII shall be available  to any party  entitled to be  indemnified
hereunder (an "Indemnified  Party") with respect to a claim from any Person
not a party to this  Agreement  (any such  claim,  a "Claim")  unless  such
Indemnified  Party  shall have  delivered  within the Notice  Period to the
party obliged to provide indemnification (an "Indemnitor") a written notice
(a "Claim Notice") describing in reasonable detail the facts giving rise to
the claim for  indemnification  hereunder  and the  amount,  to the  extent
known.  Notwithstanding the foregoing,  in the event that a Claim Notice is
not  given  by  the  Indemnified  Party  within  the  Notice  Period,   the
Indemnified  Party shall  nevertheless  be entitled to be  indemnified  for
third party claims under this Section 8.3 to the extent that the Indemnitor
has not been prejudiced by such time elapsed.

          8.3.2 DEFENSE OF CLAIMS. Upon receipt by an Indemnitor of a Claim
Notice,  such Indemnitor may, if it shall have  acknowledged its obligation
to indemnify the Indemnified  Party,  assume and control the administration
and defense of the Claim described therein at the Indemnitor's own expense.
The  Indemnified  Party  shall have the right to approve  the  Indemnitor's
selection of counsel with respect to any such Claim,  such  approval not to
be withheld unreasonably; and the Indemnified Party shall have the right to
employ its own counsel in any such case,  except that the fees and expenses
of such  counsel  shall  be for the  account  of and  shall be paid by such
Indemnified   Party;   PROVIDED  HOWEVER,   that  the  Indemnitor  and  the
Indemnified  Party shall jointly and in good faith, with the cooperation of
their  respective  counsel,  assume and  control  the defense of any Claim,
notwithstanding   the  giving  of  such  written   acknowledgement  by  the
Indemnitor, if (i) the Indemnified Party shall have been advised by counsel
that  there are one or more legal or  equitable  defenses  available  to it
which  are  different  from  or in  addition  to  those  available  to  the
Indemnitor and, in the reasonable opinion of the Indemnified Party, counsel
for the  Indemnitor  could not  adequately  represent  the interests of the
Indemnified Party because such interests could be in conflict with those of
the  Indemnitor,  (ii) such matter  involved  amounts  likely to exceed the
Indemnity  Threshold  or  remaining  indemnification   obligations  of  the
Indemnitor or (iii) such action or proceeding is reasonably  likely to have
a  material  effect on the then  current  financial  condition,  results of
operations or prospects of the Indemnified Party beyond any indemnification
obligations of the Indemnitor.  Further,  the Indemnified  Party shall have
the right to assume and control the defense of any Claim if the  Indemnitor
shall not have assumed the defense of such Claim in a timely  fashion,  not
to exceed 30 days from the date of receipt by the  Indemnitor  of the Claim
Notice.

          8.3.3 SETTLEMENT. If the Indemnitor exercises its right to assume
the  defense  of a Claim,  it shall not make any  settlement  of any claims
without obtaining

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in connection therewith the consent of the Indemnified Party, which consent
shall not  unreasonably be withheld or delayed.  If the Indemnitor does not
exercise  its right to assume the  defense of a Claim by giving the written
acknowledgement  referred to in Section 8.3.2,  or is otherwise  restricted
from so assuming by the  proviso to the second  sentence of Section  8.3.2,
the  Indemnitor  nevertheless  shall be  entitled  to  participate  in such
defense with its own counsel and at its own expense;  and in any such case,
the  Indemnified  Party may assume the defense of the Claim,  and shall not
effect any settlement without the consent of the Indemnitor,  which consent
shall not unreasonably be withheld or delayed.

          8.3.4 COOPERATION.  Any Indemnified Party shall make available to
any Indemnitor  and its attorneys and  accountants  all books,  records and
documents relating to any Claim for which  indemnification  shall be sought
hereunder,  and access to personnel for assistance in defending such Claim,
including making personnel  available for deposition and trial testimony at
no cost to the  Indemnitor.  The parties shall  cooperate in good faith and
render to each  other  reasonable  assistance  in the  defense  of any such
Claim.

     SECTION 8.4 SPECIAL  INDEMNITY.  Seller shall  indemnify  and hold the
Buyer  Indemnitees  harmless from and against,  and shall pay and reimburse
the Buyer  Indemnitees for, any and all obligations,  Liabilities,  claims,
investigations,  judgments, damages, contingencies and expenses of whatever
nature arising out of,  resulting  from or in connection  with the Excluded
Assets and Liabilities, and the transfer thereof by CRSI and the acceptance
and  assumption  thereof  by Seller or its  Affiliates,  including  without
limitation  Seller's or its  Affiliate's  failure to assume or discharge in
whole or in part  any such  obligation,  Liability,  claim,  investigation,
judgment,  damage,  contingency or expense,  as the case may be, related to
the   Excluded   Assets   and   Liabilities;    PROVIDED,   HOWEVER,   that
notwithstanding  anything to the contrary  contained in this Section 8.4 or
any  other  provision  hereunder,   Seller  shall  have  no  obligation  to
indemnify, hold harmless or reimburse any Buyer Indemnitee from and against
or for any  failure  to  perform  their  respective  obligations  under the
Greenbank  Subcontract in accordance  with its terms.  Notwithstanding  any
provision to the contrary  contained  herein,  the parties  intend that the
special  indemnification  provided by Seller  contained in this Section 8.4
not be subject  to any  restriction  or  limitation,  including  any dollar
threshold or other limitation.

     SECTION 8.5 NO  CONTRIBUTION  FROM  COMPANY.  The  obligations  of the
Seller to indemnify pursuant to Section 8.2 are primary  obligations of the
Seller, subject to the limitations set forth herein. Except as specifically
provided by Section 8.2.4(a) hereof, the Seller hereby waives any rights to
seek or obtain  indemnification or contribution from CRSI or any Subsidiary
for Losses indemnified by Seller pursuant to Section 8.2 as a result of any
breach  by CRSI or  such  Subsidiary  of any  representation,  warranty  or
covenant contained in this Agreement.



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                                 ARTICLE IX

                                TERMINATION


     SECTION 9.1 TERMINATION  EVENTS.  Subject to the provisions of Section
9.2 herein,  this Agreement may, by written notice given at or prior to the
Closing in the manner hereinafter provided, be terminated and abandoned:

          (a) By Seller or Buyer, if a material  default or breach shall be
     made by the other with  respect to the due and timely  performance  of
     any of its respective  covenants and agreements  contained  herein, or
     with  respect  to the  due  compliance  with  any  of  its  respective
     representations  and  warranties  contained  in Article  III or IV, as
     applicable,  and after Buyer or Seller, as the case may be, shall have
     given to the other written  notice of such material  default or breach
     and the  defaulting  or breaching  party shall not have  substantially
     cured the default or breach  prior to the earlier of (I) a  reasonable
     time  following  notice of such default or breach  (which shall not be
     more than 30 days  following  such notice) and (II) the date set forth
     in clause (c) of this  Section 9.1 and such  default or breach has not
     been waived;

          (b) By mutual written consent of Seller and Buyer;

          (c) By Seller or Buyer, if the Closing shall not have occurred on
     or before  June 30,  1998 or such later date as may be agreed  upon by
     the  parties;  PROVIDED,  HOWEVER,  that the right to  terminate  this
     Agreement  under this  paragraph  (c) of this Section 9.1 shall not be
     available to either of the respective parties whose failure to fulfill
     any obligation under this Agreement has been the cause of, or resulted
     in, the failure of the Closing to occur on or before such date; or

          (d) By Buyer if either condition  precedent  specified in Section
     6.1.5 or 6.1.6 has not been  satisfied as of the date which is 45 days
     following the date hereof; PROVIDED, HOWEVER, that if Seller shall not
     have received  written notice from Buyer of its intention to terminate
     this Agreement  pursuant to this Section 9.1(d) within 1 day following
     such 45 day  period,  then  Buyer  shall  have  no  further  right  to
     terminate this Agreement pursuant this Section 9.1(d).

     SECTION  9.2 EFFECT OF  TERMINATION.  In the event this  Agreement  is
terminated  pursuant to Section 9.1, all further rights and  obligations of
the parties  hereunder  shall  terminate,  except that the  obligations set
forth  in  Subsection  5.2.2  and  Section  10.2  herein,   and  under  the
Confidentiality Agreement shall survive and, further, that if a termination
of this  Agreement  occurs  prior to Closing  pursuant  to  Section  9.1(a)
hereof, then the non-breaching party shall have any and all rights or

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causes of action to sue the breaching party for damages and other relief as
may be afforded in law or equity for the breach hereof.


                                 ARTICLE X

                               MISCELLANEOUS


     SECTION 10.1 REMEDIES;  EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES;
                  RELATIONSHIP BETWEEN THE PARTIES.

          10.1.1  REMEDIES.  The  remedies  expressly  set  forth  in  this
Agreement  following  the  Closing  with  respect  to any  breach  of  this
Agreement are the sole and exclusive remedies for any such breach, and such
remedies  are  intended  to be  non-cumulative  with  respect to, and shall
preclude  the  assertion  by any party of, any other  remedies  which would
otherwise have been  available in common law or by statute,  except for any
right that may exist to seek redress for common law fraud.

          10.1.2   EXCLUSIVITY   OF    REPRESENTATIONS    AND   WARRANTIES;
RELATIONSHIP   BETWEEN  THE  PARTIES.   It  is  the  explicit   intent  and
understanding  of the  parties  hereto  that none of the parties nor any of
their respective affiliates, representatives,  advisors or agents is making
any  representation  or warranty  whatsoever,  oral or written,  express or
implied,  other than those set forth in this  Agreement  and the  Ancillary
Agreements   and  none  of  the  parties  is  relying  on  any   statement,
representation or warranty,  oral or written,  express or implied,  made by
any other party or such other party's affiliates, representatives, advisors
or agents,  except for the  representations  and  warranties  expressly set
forth in such  Agreements.  EXCEPT AS OTHERWISE  SPECIFICALLY  SET FORTH IN
THIS  AGREEMENT,  THE PARTIES  EXPRESSLY  DISCLAIM ANY IMPLIED  WARRANTY OR
REPRESENTATION AS TO CONDITION, MERCHANTABILITY OR SUITABILITY AS TO ANY OF
THE  ASSETS  OR  LIABILITIES  OF THE  BUSINESS  AND,  EXCEPT  AS  OTHERWISE
SPECIFICALLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD THAT BUYER TAKES
THE ASSETS OF THE  BUSINESS  "AS IS" AND "WHERE IS."  Without  limiting the
generality of, and in furtherance of, the immediately  preceding sentences,
TBG  and  Buyer  acknowledge  that  Seller  makes  no   representations  or
warranties  to  TBG  and  Buyer   regarding  any  forecasts,   projections,
estimates,  business  plans  or  budgets  heretofore  delivered  to or made
available to TBG and Buyer or its affiliates, representatives,  advisors or
agents in respect of future  revenues,  expenses  or  expenditures,  future
results of  operations  (or any  component  thereof),  future cash flows or
future  financial  condition  (or  any  component  thereof)  of CRSI or any
Subsidiary.  The  parties  hereto  agree  that  this  is  an  arm's  length
transaction in which the parties'  undertakings and obligations are limited
to the  performance  of  their  obligations  under  this  Agreement.  Buyer
acknowledges that it is a sophisticated  investor,  that it has undertaken,
and that Seller has given Buyer

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<PAGE>



such  opportunities as it has requested to undertake,  a full investigation
of the Business (including CRSI's and its Subsidiaries' contracts, permits,
licenses, premises,  facilities, books and records), and that it has only a
contractual  relationship  with  Seller,  based solely on the terms of this
Agreement,  and that there is no special  relationship of trust or reliance
between Buyer and Seller.

     SECTION 10.2 EXPENSES. Except as otherwise provided in this Agreement,
including  Sections 8.2 and 8.3 hereof,  each of the respective  parties to
this Agreement shall pay their own costs and expenses (including all legal,
accounting,  broker,  finder and  investment  banker fees) relating to this
Agreement,   the  negotiations   leading  up  to  this  Agreement  and  the
transactions contemplated by this Agreement.

     SECTION  10.3  AMENDMENT.  This  Agreement  shall  not be  amended  or
modified  except by an  agreement  in writing  duly  executed by Seller and
Buyer.

     SECTION 10.4 ENTIRE AGREEMENT. This Agreement,  including the Exhibits
and Schedules hereto, and the Confidentiality  Agreement contain all of the
terms,  conditions and  representations  and warranties  agreed upon by the
parties  relating to the subject matter of this Agreement and supersede all
prior  and  contemporaneous   agreements,   negotiations,   correspondence,
undertakings and communications of the parties, oral or written, respecting
such subject matter.

     SECTION  10.5  NOTICES.  All  notices,  requests,  demands  and  other
communications  made in connection  with this Agreement shall be in writing
and shall be deemed to have been duly given (I) on the date of delivery, if
personally  delivered to the persons identified below on a business day or,
if not delivered on a business day, on the immediately  succeeding business
day  after  delivery,  (II)  three  (3) days  after  mailing  if  mailed by
certified or registered mail, postage prepaid, return receipt requested, or
(III) on the date of receipt,  if  delivered by facsimile on a business day
or, if not  delivered  on a business  day,  on the  immediately  succeeding
business day after delivery and receipt thereof is confirmed telephonically
and a copy  thereof  is  promptly  mailed to the  addressee  in the  manner
described in clause (ii) of this Section 10.5, addressed as follows:

     If to Seller:

                   COMSAT Corporation
                   6560 Rock Spring Drive
                   Bethesda, MD  20817
                   Attention:    Allen E. Flower, Vice President and
                                 Chief Financial Officer
                   Telephone:    (301) 214-3660
                   Facsimile:    (301) 214-7131

     with a copy to:

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                   COMSAT Corporation
                   6560 Rock Spring Drive
                   Bethesda, MD  20817
                   Attention:    Warren Y. Zeger, Esq.,
                                 Vice President, Secretary and General Counsel
                   Telephone:    (301) 214-3610
                   Facsimile:    (301) 214-7128

     and to:

                   Crowell & Moring LLP
                   1001 Pennsylvania Avenue, N.W.
                   Washington, D.C.  20004-2595
                   Attention:    William P. O'Neill, Esq.
                   Telephone:    (202) 624-2500
                   Facsimile:    (202) 628-5116


     If to TBG or to Buyer:

                   TBG Industries, Inc. (or, in the case of Buyer,
                   c/o TBG Industries, Inc.)
                   565 Fifth Avenue
                   New York, New York  10017
                   Attention:    Jack Haegele
                   Telephone:    (212) 850-8500
                   Facsimile:    (212) 850-8503

     with a copy to:

                   TGB Industries, Inc.
                   565 Fifth Avenue
                   New York, New York  10017
                   Attention:    Stephen Green, Esq.
                   Telephone:    (212) 850-8500
                   Facsimile:    (212) 850-8503

     and to:

                   O'Sullivan Graev & Karabell, LLP
                   30 Rockefeller Plaza
                   New York, New York  10112
                   Attention:    Harvey M. Eisenberg, Esq.
                   Telephone:    (212) 408-2400
                   Facsimile:    (212) 408-2420

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Such  addresses  may be  changed,  from time to time,  by means of a notice
given in the manner provided in this Section.  Notices,  requests,  demands
and other  communications  delivered to legal  counsel of any party hereto,
whether or not such counsel shall  consist of in-house or outside  counsel,
shall not constitute duly given notice to any party hereto.

     SECTION 10.6 SEVERABILITY.  If any provision of this Agreement is held
to be  unenforceable  for any  reason,  it shall be  adjusted  rather  than
voided, if possible,  in order to achieve the intent of the parties to this
Agreement to the extent  possible.  In any event,  all other  provisions of
this  Agreement  shall be deemed valid and  enforceable  to the full extent
possible.  Any provision of this Agreement that is determined by a court of
competent   jurisdiction  to  be  invalid  or   unenforceable  as  to  such
jurisdiction  shall not  affect  the  validity  or  enforceability  of such
provision in any other jurisdiction.

     SECTION 10.7 WAIVER. Waiver of any term or condition of this Agreement
by either of the  respective  parties shall only be effective if in writing
and shall not be construed as a waiver of any subsequent  breach or failure
of the same term or condition,  or a waiver of any other term or condition,
of this Agreement.

     SECTION 10.8 BINDING  EFFECT;  ASSIGNMENT.  No party to this Agreement
may  assign or  delegate,  by  operation  of law or  otherwise,  all or any
portion of its rights,  obligations  or  liabilities  under this  Agreement
without the prior  written  consent of the other  party to this  Agreement,
which it may withhold in its absolute  discretion;  PROVIDED THAT the Buyer
may assign this  Agreement  and the  obligation to purchase the Shares to a
wholly-owned   subsidiary  of  the  Buyer,   or,  in  connection  with  the
consummation  of the  transaction  contemplated  hereby,  to any  financial
institution from whom the Buyer has received  financing for the purchase of
the Shares, in each case upon written notice of such assignment to Seller.

     SECTION 10.9 NO THIRD PARTY BENEFICIARIES.  Except as may be expressly
provided in this Agreement, there are no intended third party beneficiaries
to this  Agreement  and  nothing  herein  shall  confer any rights upon any
person or entity  which is not a party to this  Agreement.  No  employee or
contractor  or agent of CRSI or any  Subsidiary  shall  have any  rights or
privileges  under this  Agreement,  which is a contract  solely between two
business entities.

     SECTION 10.10 COUNTERPARTS. This Agreement may be signed in any number
of  counterparts  with  the  same  effect  as if  the  signatures  to  each
counterpart were upon a single instrument, and all such counterparts shall,
when taken together, be deemed to constitute one separate instrument.

     SECTION 10.11  GOVERNING LAW. THIS AGREEMENT  SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE

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STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE DOCTRINE OF
CONFLICTS OF LAWS.

     SECTION 10.12 CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.

          10.12.1 CONSENT TO JURISDICTION.

          (a)  Each  of  the  parties   hereto   hereby   irrevocably   and
unconditionally  submits, for itself and its property,  to the nonexclusive
jurisdiction  of any Delaware  State court or Federal  court sitting in the
State of Delaware and any appellate  court from any thereof,  in any action
or  proceeding  arising  out  of or  relating  to  this  Agreement  or  the
transactions  contemplated  hereby or for recognition or enforcement of any
judgment  relating   thereto,   and  each  of  the  parties  hereto  hereby
irrevocably  and  unconditionally  agrees that all claims in respect of any
such action or  proceeding  may be heard and  determined  in such  Delaware
State court or, to the extent permitted by law, in such Federal court. Each
of the parties  hereto  agrees that a final  judgment in any such action or
proceeding  shall be conclusive and may be enforced in other  jurisdictions
by suit on the judgment of in any other manner provided by law.

          (b)  Each  of  the  parties   hereto   hereby   irrevocably   and
unconditionally   waives,   to  the  fullest  extent  it  may  legally  and
effectively do so, any objection  which it may now or hereafter have to the
laying  of  venue of any  suit,  action  or  proceeding  arising  out of or
relating to this Agreement or the transactions  contemplated  hereby in any
Delaware  State  or  Federal  court.  Each  of the  parties  hereto  hereby
irrevocably and unconditionally  waives, to the fullest extent permitted by
law,  the  defense of any  inconvenient  forum to the  maintenance  of such
action or proceeding in any such court.

          (c) Each of the parties hereto irrevocably consents to service of
process  in the  manner  provided  for  notices  in  Section  10.5  hereof.
Notwithstanding  the  foregoing,  each of the parties hereto shall have the
right to serve process in any other manner permitted by law.

          10.12.2 WAIVER OF JURY TRIAL.

          (a)  EACH  PARTY   HERETO   ACKNOWLEDGES   AND  AGREES  THAT  ANY
CONTROVERSY  WHICH MAY ARISE  UNDER  THIS  AGREEMENT  IS LIKELY TO  INVOLVE
COMPLICATED AND DIFFICULT ISSUES,  AND THEREFORE IT HEREBY  IRREVOCABLY AND
UNCONDITIONALLY  WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


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          (b) EACH PARTY  HERETO  CERTIFIES  AND  ACKNOWLEDGES  THAT (I) NO
REPRESENTATIVE,  AGENT OR  ATTORNEY  OF ANY OTHER  PARTY  HAS  REPRESENTED,
EXPRESSLY  OR  OTHERWISE,  THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION,  SEEK TO ENFORCE  THE  WAIVERS  SET FORTH IN CLAUSE (a) OF THIS
SECTION 10.12,  (II) IT UNDERSTANDS AND HAS CONSIDERED THE  IMPLICATIONS OF
SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (IV) IT HAS BEEN
INDUCED TO ENTER INTO THIS  AGREEMENT BY, AMONG OTHER  THINGS,  THE WAIVERS
AND CERTIFICATIONS IN SUCH SECTION.

     SECTION 10.13 CONSTRUCTION.

          10.13.1  WORDS.  All references in this Agreement to the singular
shall  include the plural where  applicable,  and all  references to gender
shall include both genders and the neuter.

          10.13.2 CROSS  REFERENCES.  References  in this  Agreement to any
Article  shall  include all Sections,  Subsections  and  Paragraphs in such
Article;  references  in this  Agreement to any Section  shall  include all
Subsections  and  Paragraphs  in  such  Section;  and  references  in  this
Agreement  to  any   Subsection   shall  include  all  Paragraphs  in  such
Subsection.

          10.13.3 NO  PRESUMPTION.  In  interpreting  any provision of this
Agreement  no  presumption  shall be drawn  against the party  drafting the
provision.

          10.13.4  EXHIBITS  AND  SCHEDULES.  All  Exhibits  and  Schedules
referred  to  herein  are  hereby  incorporated  into and made part of this
Agreement.

     SECTION  10.14  INDEPENDENCE  OF  COVENANTS  AND  REPRESENTATIONS  AND
WARRANTIES.  All covenants  hereunder shall be given independent  effect so
that if a certain action or condition constitutes a default under a certain
covenant,  the fact that such action or  condition  is permitted by another
covenant shall not affect the occurrence of such default,  unless expressly
permitted  under an exception to such initial  covenant.  In addition,  all
representations and warranties  hereunder shall be given independent effect
so that if a particular  representation  or warranty proves to be incorrect
or is breached, the fact that another representation or warranty concerning
the same or similar  subject  matter is correct or is not breached will not
affect the  incorrectness of or a breach of such particular  representation
and warranty hereunder.

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     IN WITNESS  WHEREOF,  the parties  hereto have  executed and delivered
this  Agreement with legal and binding effect as of the date and year first
above written.

                                     COMSAT CORPORATION



                                     By: /s/ Allen E. Flower
                                         ----------------------------
                                             Allen E. Flower
                                             Vice President and
                                             Chief Financial Officer


                                     TBG INDUSTRIES, INC.


                                     By: /s/ Jack E. Haegele
                                         ----------------------------
                                             Name:  Jack E. Haegele
                                             Title: Chief Executive Officer



                                     PRODELIN HOLDING CORPORATION



                                     By: /s/ Jack E. Haegele
                                         ----------------------------
                                             Name:  Jack E. Haegele
                                             Title: Chief Executive Officer



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<PAGE>
<TABLE>
<CAPTION>
<S>          <C>                                                                                                 <C>



                             TABLE OF CONTENTS


ARTICLE I     DEFINITIONS.......................................................................................  1
              1.1    Definitions................................................................................  1

ARTICLE II    PURCHASE AND SALE OF SHARES; CLOSING.............................................................. 11
              2.1    Certain Assets and Liabilities............................................................. 11
              2.2    Purchase and Sale.......................................................................... 12
              2.3    Closing.................................................................................... 12
              2.4    Purchase Price............................................................................. 12
                     2.4.1  June Statements..................................................................... 12
                     2.4.2  Pre-Closing Statement............................................................... 13
              2.5    Closing Deliveries......................................................................... 14
                     2.5.1  Purchase Price...................................................................... 14
                     2.5.2  Share Certificates.................................................................. 14
                     2.5.3  Corporate Records................................................................... 14
                     2.5.4  Ancillary Agreements................................................................ 14
                     2.5.5  Closing Documents to be Delivered by Seller......................................... 15
                     2.5.6  Closing Documents to be Delivered by Buyer.......................................... 15
              2.6    Purchase Price Adjustment.................................................................. 15
                     2.6.1  Closing Statement................................................................... 15
                     2.6.2  Objections; Resolutions............................................................. 15
                     2.6.3  Workpapers.......................................................................... 16
                     2.6.4  Final Adjustments................................................................... 16
                     2.6.5  Fees and Expenses................................................................... 19

ARTICLE III   REPRESENTATIONS AND WARRANTIES OF SELLER.......................................................... 19
              3.1    Corporate Status and Authority of Seller................................................... 19
              3.2    No Conflicts, etc.......................................................................... 20
                     3.2.1  No Conflicts........................................................................ 20
                     3.2.2  Consents and Approvals.............................................................. 20
              3.3    Corporate Status and Authority of CRSI and the
                     Subsidiaries............................................................................... 20
              3.4    Ownership of CRSI and the Subsidiaries..................................................... 21
              3.5    Transfer of Shares......................................................................... 22
              3.6    Financial Statements, etc.................................................................. 22
                     3.6.1  Schedules........................................................................... 22
                     3.6.2  Accuracy............................................................................ 23
                     3.6.3  No Undisclosed Liabilities.......................................................... 23
                     3.6.4  Absence of Changes.................................................................. 23
              3.7    Properties; Leases; Tangible Assets........................................................ 25
                     3.7.1  Title............................................................................... 25
                     3.7.2  Leases.............................................................................. 26
                     3.7.3  Documents........................................................................... 26

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              3.8    Accounts Receivable........................................................................ 26
              3.9    Inventory.................................................................................. 27
              3.10   Intellectual Property...................................................................... 27
                     3.10.1 Patents and Know-How................................................................ 27
                     3.10.2 Trademarks and Copyrights........................................................... 28
                     3.10.3 Computer Software................................................................... 29
              3.11   Material Contracts......................................................................... 29
                     3.11.1 Identification...................................................................... 29
                     3.11.2 Full Force and Effect............................................................... 30
              3.12   Litigation and Investigation............................................................... 31
              3.13   Taxes...................................................................................... 31
              3.14   Employees; Compensation; Labor............................................................. 34
                     3.14.1  Employees and Compensation......................................................... 34
                     3.14.2 Certain Labor Matters............................................................... 34
                     3.14.3 Employee Benefit Plans; ERISA....................................................... 35
              3.15   Environmental Matters...................................................................... 36
                     3.15.1 Environmental Permits............................................................... 36
                     3.15.2 No Violation........................................................................ 36
                     3.15.3 No Notice........................................................................... 36
                     3.15.4 No Basis for Liability.............................................................. 36
                     3.15.5 Underground Improvements............................................................ 37
                     3.15.6 Records............................................................................. 37
                     3.15.7 Liens............................................................................... 37
               3.16  Government Contracts....................................................................... 37
                     3.16.1 Compliance.......................................................................... 37
                     3.16.2 Investigations...................................................................... 38
                     3.16.3 Absence of Claims................................................................... 38
                     3.16.4 Eligibility......................................................................... 39
              3.17   Compliance With Laws....................................................................... 39
                     3.17.1  General............................................................................ 39
                     3.17.2  Export Control..................................................................... 39
                     3.17.3  Security Clearances................................................................ 39
              3.18   Insurance.................................................................................. 40
              3.19   Brokers.................................................................................... 40
              3.20   Disclosure................................................................................. 40
              3.21   Related Party Transactions................................................................. 40
              3.22   Bank Accounts.............................................................................. 41
              3.23   Conflicts of Interest...................................................................... 41

ARTICLE IV    REPRESENTATIONS AND WARRANTIES OF TBG
              AND BUYER......................................................................................... 41
              4.1    Corporate Status and Authority of TBG and Buyer............................................ 41
              4.2    No Conflicts, etc.......................................................................... 42
                     4.2.1  No Conflicts........................................................................ 42
                     4.2.2  Consents and Approvals.............................................................. 42

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              4.3    Sufficient Funds........................................................................... 43
              4.4    Brokers.................................................................................... 43
              4.5    Purchase for Investment.................................................................... 43

ARTICLE V     COVENANTS......................................................................................... 43
              5.1    Conduct of the Business.................................................................... 43
                     5.1.1  Ordinary Course..................................................................... 43
                     5.1.2  Cash Management..................................................................... 45
              5.2    Access to Information...................................................................... 46
                     5.2.1  Access.............................................................................. 46
                     5.2.2  Confidentiality..................................................................... 46
                     5.2.3  Notice to Seller.................................................................... 46
              5.3    Filings and Authorizations................................................................. 47
              5.4    Tax Matters................................................................................ 47
                     5.4.1  Tax Returns......................................................................... 47
                     5.4.2  Indemnity........................................................................... 48
                     5.4.3  Tax Liability....................................................................... 49
                     5.4.4  Tax Contests........................................................................ 49
                     5.4.5  Cooperation......................................................................... 51
              5.5    Purchase Support Agreement................................................................. 51
              5.6    Name and Marks............................................................................. 52
                     5.6.1  Buyer's Obligations................................................................. 52
                     5.6.2  Seller's Obligations................................................................ 52
              5.7    Notice to Buyer............................................................................ 52
              5.8    Further Assurances......................................................................... 52
              5.9    Public Announcements....................................................................... 52
              5.10   Company Records............................................................................ 53
                     5.10.1 Retention........................................................................... 53
                     5.10.2 Cooperation With Respect to Examinations and
                            Controversies....................................................................... 53
                     5.10.3 Remedy for Failure to Comply........................................................ 53
              5.11   Access to Real Properties.................................................................. 53
              5.12   Cooperation of Buyer....................................................................... 54
              5.13   Disclosure Schedules....................................................................... 54
                     5.13.1 Delivery. .......................................................................... 54
                     5.13.2 Interpretation...................................................................... 54
              5.14   Employee Benefit Matters................................................................... 54
                     5.14.1 Employee Benefit Definitions........................................................ 54
                     5.14.2 Welfare Plans Following the Closing................................................. 55
                     5.14.3 Retention Agreements................................................................ 56
                     5.14.4 Savings Program..................................................................... 56
                     5.14.5 Vacation and Holidays............................................................... 56
                     5.14.6 WARN Act Compliance................................................................. 57
                     5.14.7 Excluded Employees.................................................................. 57
              5.15   Administration of Accounts................................................................. 57

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                     5.15.1 In Trust For Buyer.................................................................. 57
                     5.15.2 In Trust For Seller................................................................. 57
              5.16   Negotiations with Others................................................................... 58
              5.17   Exchange Proceeds.......................................................................... 58
              5.18   Noncompetition and Nonsolicitation......................................................... 58
                     5.18.1 Noncompetition...................................................................... 58
                     5.18.2 Nonsolicitation..................................................................... 59
                     5.18.3 Validity............................................................................ 60
              5.19   Excluded Contracts......................................................................... 60
              5.20   Financial Reports.......................................................................... 60
              5.21   Greenbank Surety Bond...................................................................... 60

ARTICLE VI    CONDITIONS PRECEDENT TO OBLIGATIONS OF
              BUYER............................................................................................. 61
              6.1    Conditions................................................................................. 61
                     6.1.1  Representations and Warranties Accurate............................................. 61
                     6.1.2  Performance by Seller............................................................... 61
                     6.1.3  Government Authorizations........................................................... 61
                     6.1.4  Opinion of Counsel.................................................................. 62
                     6.1.5  Surveys............................................................................. 62
                     6.1.6  Environmental....................................................................... 62
                     6.1.7  Absence of Adverse Change........................................................... 62
                     6.1.8  Security Clearance.................................................................. 62
                     6.1.9  Compliance with ISRA................................................................ 63
                     6.1.10 Greenbank Novation.................................................................. 63
                     6.1.11 Export Licenses..................................................................... 63
                     6.1.12 Ancillary Agreements................................................................ 63
              6.2    Waiver..................................................................................... 63

ARTICLE VII   CONDITIONS PRECEDENT TO OBLIGATIONS OF
              SELLER............................................................................................ 64
              7.1    Conditions................................................................................. 64
                     7.1.1  Representations and Warranties Accurate............................................. 64
                     7.1.2  Performance by Buyer................................................................ 64
                     7.1.3  Government Authorizations........................................................... 64
                     7.1.4  Opinion of Counsel.................................................................. 64
                     7.1.5  Change of Name...................................................................... 64
              7.2    Waiver..................................................................................... 65

ARTICLE VIII    INDEMNIFICATION................................................................................. 65
              8.1    Survival of Representations and Warranties................................................. 65
                     8.1.1  Of the Seller....................................................................... 65
                     8.1.2  Of the Buyer........................................................................ 65
              8.2    General Indemnity.......................................................................... 65
                     8.2.1  Indemnification by Seller........................................................... 65

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                     8.2.2  Indemnification by Buyer............................................................ 66
                     8.2.3  Limitations......................................................................... 67
                     8.2.4  Ivory Coast......................................................................... 68
              8.3    Defense of Third Party Claims.............................................................. 69
                     8.3.1  Notice.............................................................................. 69
                     8.3.2  Defense of Claims................................................................... 69
                     8.3.3  Settlement.......................................................................... 69
                     8.3.4  Cooperation......................................................................... 70
              8.4    Special Indemnity.......................................................................... 70
              8.5    No Contribution From Company............................................................... 70

ARTICLE IX    TERMINATION....................................................................................... 71
              9.1    Termination Events......................................................................... 71
              9.2    Effect of Termination...................................................................... 71

ARTICLE X     MISCELLANEOUS..................................................................................... 72
              10.1   Remedies; Exclusivity of Representations and Warranties;
                     Relationship Between the Parties........................................................... 72
                     10.1.1  Remedies........................................................................... 72
                     10.1.2 Exclusivity of Representations and Warranties;
                              Relationship Between the Parties.................................................. 72
              10.2   Expenses................................................................................... 73
              10.3   Amendment.................................................................................. 73
              10.4   Entire Agreement........................................................................... 73
              10.5   Notices.................................................................................... 73
              10.6   Severability............................................................................... 75
              10.7   Waiver..................................................................................... 75
              10.8   Binding Effect; Assignment................................................................. 75
              10.9   No Third Party Beneficiaries............................................................... 75
              10.10  Counterparts............................................................................... 75
              10.11  Governing Law.............................................................................. 75
              10.12  Consent to Jurisdiction; Waiver of Jury Trial.............................................. 76
                     10.12.1    Consent to Jurisdiction......................................................... 76
                     10.12.2    Waiver of Jury Trial............................................................ 76
              10.13  Construction............................................................................... 77
                     10.13.1    Words........................................................................... 77
                     10.13.2    Cross References................................................................ 77
                     10.13.3    No Presumption.................................................................. 77
                     10.13.4    Exhibits and Schedules.......................................................... 77
              10.14  Independence of Covenants and Representations and
                     Warranties................................................................................. 77


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EXHIBITS

Exhibit A-1                         Form of Asset Distribution and Assumption Agreement
Exhibit A-2                         Form of Assignment and Assumption Agreement
Exhibit B                           Form of Promissory Note
Exhibit C                           Form of Technology License Agreement
Exhibit D                           Form of Transition Services Agreement
Exhibit E                           Form of Sublease Agreement
Exhibit F                           Form of Guarantee Assumption Agreement
Exhibit G                           Form of Post Closing Note
Exhibit H                           Form of Greenbank Novation Agreement
Exhibit I                           Form of Greenbank Subcontract

DISCLOSURE SCHEDULES

I                                   Knowledge of Seller
II                                  Distributed Assets and Liabilities
III                                 Excluded Contracts
2.4.1                               June Statements
2.6.1                               Intercompany Loans and Advances Principles and
                                    Methods
3.2.1                               Conflicts as to Material Contracts
3.2.2                               Consents and Approvals
3.3                                 Subsidiaries of CRSI; Stockholders and Capital Stock;
                                    Jurisdictions Where CRSI and the Subsidiaries are
                                    Qualified
3.4                                 Existing Options, Warrants, Calls, Rights,
                                    Arrangements, etc. Unissued Capital Stock of CRSI and
                                    the Subsidiaries
3.6.1                               Financial Statements
3.6.4                               Absence of Changes
3.7.1                               Real Property
3.7.2                               Leases of Real Property and Certain Equipment
3.7.3(b)                            Pending Condemnation Proceedings or Proceedings in
                                    Relation to Real Property
3.7.3(c)                            Agreements Granting Right of Use of Occupancy of Real
                                    Properties
3.8                                 Delinquent Accounts Receivable
3.10.1                              Patents and Licenses
3.10.2                              Trademarks, Copyrights and Licenses
3.10.3                              Computer Software
3.11.1                              Material Contracts
3.11.2                              Material Contract Exceptions
3.12                                Litigation and Investigation
3.13                                Taxes

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3.14.1                              Employees; Benefit Plans; Employment Policies
3.14.2                              Certain Labor Matters
3.14.3                              Employee Benefit Plans; ERISA
3.15.1                              Environment Permits
3.15.2                              Violation of Environmental Laws
3.15.3                              Notice of Violation of Environmental Laws
3.15.4                              Basis for Liability
3.15.5                              Underground Improvements, Dumps and Land Fills
                                    Subject to Environmental Laws
3.16.1                              Noncompliance with Government Contracts
3.16.2                              Investigations with respect to Government Contracts
3.16.3                              Outstanding Claims with respect to Government
                                    Contracts
3.16.4                              Non-Eligibility with respect to Government Contracts
3.17.2                              Noncompliance with Export Control
3.17.3                              Facility Security Clearances
3.18                                Insurance Policies
4.2.2                               Consents and Approvals
4.2.2(ii)                           Filings Required by the Department of Defense
                                    Industrial Security Regulation or Department of Defense
                                    Industrial Security Manual
5.1(m)                              1997 or 1998 Fiscal Year Capital Expenditures
5.5                                 Goods and Services to be Supplied by CRSI and
                                    Subsidiaries subject to the "Purchase Support
                                    Agreement"
5.14.1                              Excluded Employees
5.14.3                              Employee Retention Agreements

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