HERLEY INDUSTRIES INC /NEW
EX. 10-15 CTI ASSET PRUCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex10-15ctiassetpurch.txt
<DESCRIPTION>EX. 10-15 CTI ASSET PRUCHASE AGREEMENT
<TEXT>


                                                                Exhibit 10.15
                                                                -------------

                            ASSET PURCHASE AGREEMENT
                                    BETWEEN
                                  SYRIX CORP.
                                      AND
                         COMMUNICATION TECHNIQUES, INC.
                                 March 29, 2004





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<PAGE>

                            ASSET PURCHASE AGREEMENT

     This Asset Purchase Agreement (this  "Agreement")  entered into as of March
29, 2004,  by and between  SYRIX CORP.,  a Delaware  corporation  ("SYRIX")  and
COMMUNICATION  TECHNIQUES,  INC., a Delaware Corporation ("CTI").  SYRIX and CTI
are referred to collectively herein as the "Parties."

     This  Agreement  contemplates  a  transaction  in which SYRIX will purchase
certain of the assets (and assume certain of the  liabilities)  of CTI in return
for cash.

     Now,  therefore,  in  consideration of the premises and the mutual promises
herein  made,  and in  consideration  of the  representations,  warranties,  and
covenants herein contained, the Parties agree as follows.

     Section 1. Definitions.

     "Acquired Assets" means all right, title, and interest in and to all of the
assets  of  CTI  (exclusive  of  only  Excluded  Assets),   including,   without
limitation,  all of its (a) Leased Real Property, (b) tangible personal property
(such as, but not limited to, machinery, equipment, inventories of raw materials
and supplies,  manufactured and purchased  parts,  goods in process and finished
goods, furniture,  automobiles,  trucks,  tractors,  trailers,  tools, jigs, and
dies), (c) Intellectual  Property,  goodwill associated therewith,  licenses and
sublicenses  granted and obtained with respect thereto,  and rights  thereunder,
remedies against  infringements  thereof,  and rights to protection of interests
therein under the laws of all jurisdictions,  (d) leases,  subleases, and rights
thereunder,  (e)  agreements,  contracts,  indentures,  mortgages,  instruments,
Liens,  guaranties,  other  similar  arrangements,  and rights  thereunder,  (f)
accounts,  notes, and other receivables,  (g) securities , (h) claims, deposits,
prepayments,  refunds  (excluding  tax  refunds),  causes of  action,  choses in
action,  rights of recovery,  rights of set off, and rights of  recoupment,  (i)
franchises,  approvals, permits, licenses, orders, registrations,  certificates,
variances,  and  similar  rights  obtained  from  governments  and  governmental
agencies, (j) books, records, ledgers, files, documents, correspondence,  lists,
plats,  architectural plans, drawings,  and specifications,  creative materials,
advertising and promotional  materials,  studies,  reports, and other printed or
written materials;

     "Affiliate"  means,  in respect of any Person,  a Person that,  directly or
indirectly, through one or more intermediaries controls, is controlled by, or is
under common control with the first- mentioned Person.

     "Applicable  Law"  means , with  respect to any  Person,  any  domestic  or
foreign,  federal,  state or local statute,  law, ordinance,  policy,  guidance,
rule,  administrative  interpretation,   regulation,  order,  writ,  injunction,
directive,  judgment,  decree or other requirement of any Governmental Authority
applicable to such Person or any of its properties, assets, officers, directors,
employees, consultants or agents (in connection with such officer's, director's,
employee's, consultant's or agent's activities on behalf of such Person).

     "Assumed  Liabilities"  means (a) all  liabilities  of CTI set forth on the
face of the Most Recent  Balance  Sheet,  (b) all  liabilities of CTI which have
arisen after the Most Recent Fiscal Month End in the Ordinary Course of Business
(other than any liability  resulting  from,  arising out of, relating to, in the
nature  of, or  caused by any  breach of  contract,  breach of  warranty,  tort,

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<PAGE>

infringement,  violation  of law, or  environmental  matter,  including  without
limitation those arising under  Environmental,  Health, and Safety Requirements)
as reflected on the Final Closing Date Balance Sheet, (c) the insurance policies
set forth on Schedule  3(s),  (d)  commissions  payable in  connection  with any
accounts receivable unpaid as of the Closing Date and incurred  thereafter;  and
(e) all obligations of CTI under the agreements,  contracts,  leases,  licenses,
and other  arrangements  referred to in the definition of Acquired Assets either
(i) to furnish goods,  services,  and other  non-Cash  benefits to another party
after  the  Closing  or (ii) to pay for  goods,  services,  and  other  non-Cash
benefits that another party will furnish to it after the Closing.

    "Basis" means any past or present fact,  situation,  circumstance,  status,
condition,  activity,  practice,  plan,  occurrence,  event,  incident,  action,
failure  to act,  or  transaction  that  forms or could  form the  basis for any
specified consequence.

     "Cash" means cash and cash equivalents (including marketable securities and
short term  investments)  calculated in accordance  with GAAP applied on a basis
consistent with the preparation of the Financial Statements.

     "CERCLA" has the meaning set forth in Section 3(w).

     "Closing" has the meaning set forth in Section 2(d) below.

     "Closing Date" has the meaning set forth in Section 2(d) below.

     "Code" means the Internal  Revenue Code of 1986, as amended,  together with
all U.S. Treasury rulings and regulations promulgated thereunder.

     "Confidential  Information" means any information concerning the businesses
and affairs of CTI that is not already generally available to the public.

     "CTI" has the meaning set forth in the preface above.

     "Disclosure Schedule" has the meaning set forth in Section 3 below.

     "Draft  Closing  Date  Balance  Sheet" has the meaning set forth in Section
2(e).

     "Employee  Benefit Plan" means any "employee benefit plan" (as such term is
defined in ERISA Section 3(3)) and any other employee  benefit plan,  program or
arrangement of any kind.

     "Environmental,  Health, and Safety  Requirements"  shall mean all federal,
state,  local,  and  foreign  statutes,  regulations,  ordinances,  and  similar
provisions  having the force or effect of law, all  judicial and  administrative
orders  and  determinations,  and all common law  concerning  public  health and
safety,   worker  health  and  safety,   and  pollution  or  protection  of  the
environment,  including  without  limitation all those relating to the presence,
use,  production,  generation,  handling,  transportation,  treatment,  storage,
disposal,  distribution,  labeling,  testing,  processing,  discharge,  release,
threatened release, control, or cleanup of any hazardous materials,  substances,
or  wastes,   chemical   substances,   or  mixtures,   pesticides,   pollutants,
contaminants,  toxic  chemicals,  petroleum  products or  byproducts,  asbestos,
polychlorinated biphenyls, noise, or radiation,  including,  without limitation,
the  Comprehensive   Environmental   Response  Compensation  and  Liability  Act
(CERCLA),  42 U.S.C.  9601 et seq., the Resource  Conservation  and Recovery Act
(RCRA), 42 U.S.C. 9601 et seq., the Toxic Substances  Resource  Conservation and
Recovery Act (TSCA), 15 U.S.C. 2601 et seq., and the Water Pollution Control Act
(FWPCA), 33 U.S.C. 1251 et seq.

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<PAGE>

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
amended.

     "Excluded Assets" are (i) the corporate charter,  qualifications to conduct
business as a foreign corporation,  arrangements with registered agents relating
to foreign  qualifications,  taxpayer and other identification  numbers,  seals,
minute  books,  stock  transfer  books,  blank  stock  certificates,  and  other
documents relating to the organization,  maintenance,  and existence of CTI as a
corporation,  (ii) Cash,  (iii) any rights under any  Employment  Benefit  Plan,
insurance  program or other benefit  plans  sponsored by CTI's  ultimate  parent
Dover Corporation;  (iv) any assets previously owned by Arcom Wireless,  Inc. as
set  forth in  Schedule  1.1(a),  (v) all  other  excluded  assets  set forth on
Schedule 1.1(a), or (vi) any of the rights of CTI under this Agreement (or under
any collateral agreement between CTI on the one hand and SYRIX on the other hand
entered into on or after the date of this Agreement).

     "Excluded  Liabilities"  shall mean the  following (a) any liability of CTI
for Income Taxes, (b) except as provided in Section 9(m) below, any liability of
CTI for transfer,  sales,  use, and other Taxes  arising in connection  with the
consummation of the transactions  contemplated  hereby, (c) any liability of CTI
for  Taxes,  (d) any  liability  of CTI  for  costs  and  expenses  incurred  in
connection with this Agreement and the transactions contemplated hereby, (e) any
liability  related to Arcom  Wireless,  Inc., (f) any liability or obligation of
CTI under this Agreement (or under any collateral  agreement  between CTI on the
one hand and SYRIX on the other hand  entered  into on or after the date of this
Agreement),  (g) any  liability  of CTI  relating to the  insurance  or Employee
Benefit Plans provided by Dover Corporation,  (h) any intercompany note payable,
(i) any liability for commissions  payable for accounts receivable paid prior to
the Closing Date; (j) payroll and related taxes relating to work performed prior
to the Closing  Date;  (k) vacation pay earned,  accrued and unpaid prior to the
Closing Date; and (l) any liability resulting from, arising out of, relating to,
in the nature of, or caused by the operation of the business of CTI prior to the
Closing and not specifically assumed by SYRIX in this Agreement.

     "Final  Closing  Date  Balance  Sheet" has the meaning set forth in Section
2(e).

     "Financial Statements" has the meaning set forth in Section 3(g) below.

     "GAAP" means United States generally accepted  accounting  principles as in
effect from time to time, consistently applied.

     "Governmental Authority" means any foreign, domestic, federal, territorial,
state   or   local   governmental   authority,   quasi-governmental   authority,
instrumentality, court, government or self- regulatory organization, commission,
tribunal or organization or any regulatory,  administrative  or other agency, or
any  political  or  other  subdivision,  department  or  branch  of  any  of the
foregoing.

     "SYRIX" has the meaning set forth in the preface above.

     "Improvements" has the meaning set forth in Section 3(k) below.

     "Income  Tax" means any  federal,  state,  local,  or foreign  income  tax,
including any interest, penalty, or addition thereto, whether disputed or not.

     "Income  Tax  Return"  means any  return,  declaration,  report,  claim for
refund, or information return or statement  relating to Income Taxes,  including
any schedule or attachment thereto, and including any amendment thereof.

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     "Intellectual  Property"  means all of the  following  in any  jurisdiction
throughout the world: (a) all inventions (whether patentable or unpatentable and
whether or not reduced to practice),  all improvements thereto, and all patents,
patent  applications,  and patent  disclosures,  together with all  reissuances,
continuations, continuations-in-part,  revisions, extensions, and reexaminations
thereof, (b) all trademarks,  service marks, trade dress, logos, slogans,  trade
names,  corporate names, Internet domain names, and rights in telephone numbers,
together  with all  translations,  adaptations,  derivations,  and  combinations
thereof and including all goodwill associated  therewith,  and all applications,
registrations,  and  renewals in  connection  therewith,  (c) all  copyrightable
works,  all copyrights,  and all  applications,  registrations,  and renewals in
connection  therewith,  (d) all mask works and all applications,  registrations,
and renewals in connection  therewith,  (e) all trade  secrets and  confidential
business  information  (including  ideas,  research and  development,  know-how,
formulas,  compositions,  manufacturing and production processes and techniques,
technical data, designs, drawings, specifications,  customer and supplier lists,
pricing and cost  information,  and business and marketing plans and proposals),
(f) all  computer  software  (including  source  code,  executable  code,  data,
databases,  and  related  documentation),   (g)  all  material  advertising  and
promotional materials,  (h) all other proprietary rights, and (i) all copies and
tangible embodiments thereof (in whatever form or medium).

     "Knowledge  of SYRIX" means the knowledge of the  individuals  set forth on
Schedule 1.1(b), attached hereto and shall be deemed to include a representation
that to the extent  consistent  with the duties  and  responsibilities  of their
respective  positions  such  individuals  have  made all  usual  and  reasonable
inquiries  and all  inquiries  that would be reasonable in light of each of such
individual's actual knowledge.

     "Knowledge  of CTI" means the  knowledge  of the  individuals  set forth on
Schedule 1.1(c), attached hereto and shall be deemed to include a representation
that to the extent  consistent  with the duties  and  responsibilities  of their
respective  positions  such  individuals  have  made all  usual  and  reasonable
inquiries  and all  inquiries  that would be reasonable in light of each of such
individual's  actual  knowledge.

     "Lease Consent" has the meaning set forth in Section 6(a) below.

     "Leased Real  Property"  means all  leasehold or  subleasehold  estates and
other  rights to use or occupy any land,  buildings,  structures,  improvements,
fixtures or other interest in real property held by CTI.

     "Leases"  means all  leases,  subleases,  licenses,  concessions  and other
agreements (written or oral),  including all amendments,  extensions,  renewals,
guaranties  and other  agreements  with respect  thereto,  pursuant to which CTI
holds any Leased Real Property.

     "Lien"  means with  respect to any asset,  any  mortgage,  title  defect or
objection, pledge, lien, charge, security interest, hypothecation,  restriction,
encumbrance  or charge of any kind in respect of such asset.

     "Material  Adverse Effect" or "Material Adverse Change" means any effect or
change  that would be  materially  adverse to the  business,  assets,  condition
(financial or otherwise),  operating results,  operations, or business prospects
of CTI,  taken as a whole,  or on the ability of any Party to consummate  timely
the transactions contemplated hereby.

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     "Most Recent  Balance Sheet" means the balance sheet  contained  within the
Most Recent Financial Statements.

     "Most  Recent  Financial  Statements"  has the meaning set forth in Section
3(g) below.

     "Most  Recent  Fiscal  Month End" has the meaning set forth in Section 3(g)
below.

     "Most  Recent  Fiscal Year End" has the  meaning set forth in Section  3(g)
below.

     "Ordinary  Course of  Business"  means  the  ordinary  course  of  business
consistent  with past custom and practice since January 1, 2001  (including with
respect to quantity and frequency).

     "Party" has the meaning set forth in the preface above.

     "Person" means an  individual,  a  partnership,  a  corporation,  a limited
liability  company,  an  association,  a joint stock  company,  a trust, a joint
venture,  an  unincorporated  organization,  any  other  business  entity  or  a
governmental  entity  (or  any  department,  agency,  or  political  subdivision
thereof).

     "Purchase Price" has the meaning set forth in Section 2(c) below.

     "Subsidiary"  means, with respect to any Person,  any corporation,  limited
liability company,  partnership,  association, or other business entity of which
(i) if a  corporation,  a majority of the total  voting power of shares of stock
entitled  (without  regard to the occurrence of any  contingency) to vote in the
election of  directors,  managers,  or trustees  thereof is at the time owned or
controlled,  directly or indirectly,  by that Person or one or more of the other
Subsidiaries  of that  Person  or a  combination  thereof  or (ii) if a  limited
liability  company,  partnership,  association,  or other business entity (other
than a  corporation),  a majority  of  partnership  or other  similar  ownership
interest thereof is at the time owned or controlled,  directly or indirectly, by
that Person or one or more Subsidiaries of that Person or a combination  thereof
and for this purpose,  a Person or Persons owns a majority ownership interest in
such a business  entity  (other  than a  corporation)  if such Person or Persons
shall be allocated a majority of such business entity's gains or losses or shall
be or control any managing  director or general  partner of such business entity
(other than a corporation). The term "Subsidiary" shall include all Subsidiaries
of such Subsidiary.

     "Tax" or "Taxes" means all taxes imposed of any nature  including  federal,
state,  local or foreign  net income tax,  alternative  or add-on  minimum  tax,
profits or excess  profits tax,  franchise  tax,  gross income,  adjusted  gross
income  or gross  receipts  tax,  employment  related  tax  (including  employee
withholding or employer  payroll tax, FICA or FUTA),  real or personal  property
tax or ad valorem  tax,  sales or use tax,  excise tax,  stamp tax or duty,  any
withholding  or back  up  withholding  tax,  value  added  tax,  severance  tax,
prohibited  transaction tax, premiums tax, environmental tax, intangibles tax or
occupation  tax,  together with any interest or any penalty,  addition to tax or
additional  amount imposed by any Governmental  Authority  (domestic or foreign)
responsible for the imposition of any such tax.

     "Tax Return" means any return,  declaration,  report,  claim for refund, or
information  return or statement  relating to Taxes,  including  any schedule or
attachment thereto, and including any amendment thereof.

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Section 2. Basic Transaction.

     (a) Purchase and Sale of Assets. On and subject to the terms and conditions
of this  Agreement,  SYRIX agrees to purchase  from CTI, and CTI agrees to sell,
transfer,  convey,  and  deliver  to SYRIX,  all of the  Acquired  Assets at the
Closing for the consideration specified below in this Section 2.

     (b) Assumption of  Liabilities.  On and subject to the terms and conditions
of this Agreement,  SYRIX agrees to assume and become responsible for all of the
Assumed  Liabilities  at  the  Closing.  SYRIX  will  not  assume  or  have  any
responsibility,  however,  with respect to any other  obligation or liability of
CTI not included within the definition of Assumed Liabilities.

     (c) Purchase Price.  SYRIX agrees to pay to CTI at the Closing an aggregate
amount of  $15,000,000.00  (the  "Purchase  Price") by  delivery of cash for the
Purchase  Price  payable  by wire  transfer  or  delivery  of other  immediately
available funds to a bank account designated by CTI prior to Closing.

     (d) The  Closing.  The  closing of the  transactions  contemplated  by this
Agreement (the "Closing") shall take place at the offices of Beckman,  Lieberman
& Barandes,  LLC, in Jericho,  New York  commencing  at 9:00 a.m.  local time on
March 29,  2004 or such other date as the Parties may  mutually  determine  (the
"Closing Date"); provided, however, that the Closing Date shall be no later than
March 31, 2004.

     (e)  Deliveries  at the Closing.  At the  Closing,  (i) CTI will deliver to
SYRIX (A) the various  certificates,  instruments,  and documents referred to in
Section  6(a) below and (B) a draft  balance  sheet as of the Closing  Date (the
"Draft Closing Date Balance Sheet") attached hereto as Schedule 2(e), which will
be replaced with a final balance sheet, dated as of the Closing Date (the "Final
Closing  Date  Balance  Sheet")  which will be  delivered by CTI within ten days
after  Closing.;  (ii)  SYRIX  will  deliver  to CTI the  various  certificates,
instruments,  and  documents  referred to in Section 6(b) below;  (iii) CTI will
execute,  acknowledge  (if  appropriate),  and  deliver  to SYRIX or cause to be
delivered to SYRIX (A) an Assignment  and Assumption  Agreement,  Assignment and
Assumption of Lease  Agreements  and Trademark  Assignment in the forms attached
hereto as  Exhibits  A-1  through  A-3 and (B) such other  instruments  of sale,
transfer,  conveyance,  and  assignment  as SYRIX  and its  counsel  shall  deem
reasonably  necessary or appropriate to vest in SYRIX all of CTI's right,  title
and  interest  in, to and under the Acquired  Assets;  (iv) SYRIX will  execute,
acknowledge  (if  appropriate),  and  deliver  to  CTI  (A)  an  Assignment  and
Assumption  in the form  attached  hereto  as  Exhibit  A-1,  (B) a  Termination
Agreement with Delaware Capital Formation,  Inc., and (C) such other instruments
of assumption as CTI and its counsel reasonably may request (provided,  however,
that no such  document  shall  expand in any way any of  SYRIX's  obligation  to
assume anything other than the Assumed Liabilities);  and (v) SYRIX will deliver
to CTI the consideration specified in Section 2(c) above.

     (f)  Allocation.  The Parties agree to allocate the Purchase Price (and all
other capitalizable costs) among the Acquired Assets for all purposes (including
financial  accounting  and Tax  purposes)  in  accordance  with  the  allocation
schedule attached hereto as Exhibit B, except that SYRIX's cost for the Acquired
Assets  may differ  from the amount so  allocated  to the  extent  necessary  to
reflect SYRIX's capitalized  acquisition costs other than the amount realized by
CTI. In the event that the price  allocation  is  disputed  by any  Governmental
Authority,  the party receiving  notice of the dispute shall promptly notify the
other parties hereto of such dispute and the parties  hereto shall  cooperate in
good faith in responding to such dispute in order to preserve the  effectiveness
of the price allocation.


     Section 3. CTI Representations and Warranties.  CTI represents and warrants
to SYRIX  that the  statements  contained  in this  Section  3 are  correct  and
complete as of the date of this Agreement and will be correct and complete as of
the  Closing  Date (as  though  made then and as though  the  Closing  Date were

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substituted for the date of this Agreement throughout this Section 3), except as
set  forth  in  the  disclosure   schedule   accompanying  this  Agreement  (the
"Disclosure  Schedule").  The Disclosure Schedule will be arranged in paragraphs
corresponding to the lettered and numbered paragraphs  contained in this Section
3.

     (a)  Organization  of CTI. CTI is a  corporation  duly  organized,  validly
existing,  and in good standing under the laws of Delaware and has all corporate
power and authority to own,  lease and operate the Acquired  Assets and to carry
on its business as now being conducted. CTI is duly qualified or licensed and in
good standing in each jurisdiction where the nature of the activities  conducted
by its  business or the  character of the  property or assets  owned,  leased or
operated, by its business makes such qualification or licensing necessary.

     (b)  Authorization  of  Transaction.  CTI  has  full  power  and  authority
(including  full  corporate or other entity power and  authority) to execute and
deliver  this  Agreement  and to  perform  its  obligations  hereunder.  Without
limiting  the  generality  of  the   foregoing,   the  board  of  directors  and
shareholders  of  CTI  have  duly  authorized  the  execution,   delivery,   and
performance of this Agreement by CTI. This Agreement  constitutes  the valid and
legally binding obligation of CTI,  enforceable in accordance with its terms and
conditions.

     (c)  Noncontravention.  Neither  the  execution  and the  delivery  of this
Agreement,  nor  the  consummation  of  the  transactions   contemplated  hereby
(including the assignments and assumptions referred to in Section 2 above), will
(i) violate any constitution,  statute, regulation, rule, injunction,  judgment,
order,  decree,   ruling,  charge,  or  other  restriction  of  any  government,
governmental  agency,  or court to which CTI is subject or any  provision of the
charter or bylaws of CTI or (ii) except as set forth in Schedule 3(c)(ii) of the
Disclosure  Schedule  conflict with, result in a breach of, constitute a default
under,  result  in the  acceleration  of,  create  in any  party  the  right  to
accelerate,  terminate,  modify,  or  cancel,  or require  any notice  under any
agreement,  contract, lease, license,  instrument, or other arrangement to which
CTI is a party or by which it is bound or to which any of its  assets is subject
(or result in the  imposition of any Lien upon any of its assets),  except where
the   violation,   conflict,   breach,   default,   acceleration,   termination,
modification,  cancellation,  failure to give  notice,  or Lien would not have a
Material  Adverse Effect.  Except as set forth elsewhere in this Agreement or as
set forth in  Schedule  3(c)(ii),  CTI does not need to give any notice to, make
any filing  with,  or obtain any  authorization,  consent,  or  approval  of any
government  or  governmental  agency or any other  third  party in order for the
Parties to consummate the transactions contemplated by this Agreement (including
the assignments and assumptions referred to in Section 2 above).

     (d) Brokers'  Fees.  CTI has no liability or  obligation to pay any fees or
commissions  to any broker,  finder,  or agent with respect to the  transactions
contemplated by this Agreement for which SYRIX could become liable or obligated.

     (e)  Title to  Assets.  CTI has good and  marketable  title  to, or a valid
leasehold  interest in, the properties and assets used by them, located on their
premises,  or shown on their Final Closing Date Balance Sheet, free and clear of
all Liens..  Without limiting the generality of the foregoing,  CTI has good and
marketable  title to all of the Acquired  Assets,  free and clear of any Lien or
restriction on transfer.

     (f) Subsidiaries. CTI has no Subsidiaries.

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     (g) Financial  Statements.  Attached  hereto as Exhibit C are the following
financial  statements  (collectively  the "Financial  Statements"):  (i) balance
sheets, statements of income, and cash flow as of and for the fiscal years ended
December 31, 2002 and December 31, 2003 (the "Most Recent  Fiscal Year End") for
CTI;  and (ii)  balance  sheets,  statements  of income and cash flow (the "Most
Recent  Financial  Statements")  as of and for the two (2) months ended February
29, 2004 (the "Most Recent Fiscal Month End") for CTI. The Financial  Statements
and the Final  Closing  Date  Balance  Sheet  have been  prepared  in good faith
consistent  with past practices and in accordance with GAAP (except for the lack
of notes thereto)  applied on a consistent  basis throughout the periods covered
thereby,  present fairly the financial condition of CTI as of such dates and the
results of operations of CTI for such periods and is based upon,  and accurately
reflects  in all  material  respects  the books of account  and other  financial
records of CTI; provided, however, that the Most Recent Financial Statements and
the Final Closing Date Balance Sheet are subject to normal year-end  adjustments
(which will not be material individually or in the aggregate) and lack footnotes
and other  presentation  items. The books of account and other financial records
of CTI are,  in all  material  respects,  complete  and  accurate  and have been
properly maintained in accordance with applicable laws .

     (h) Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent
Fiscal Year End,  CTI's  business has been  conducted in the Ordinary  Course of
Business and there has not been any Material  Adverse Change.  Without  limiting
the  generality  of the  foregoing,  since that date,  except as set forth on in
Schedule 3(h):

          (i) CTI has not sold,  leased,  transferred,  or assigned  any assets,
     tangible or  intangible,  except fixed assets and inventory in the Ordinary
     Course of Business;

          (ii) CTI has not accelerated,  terminated,  made  modifications to, or
     cancelled any agreement, contract, lease, or license in excess of $5,000 to
     which CTI is a party or by which it is bound;

          (iii) CTI has not imposed any Lien upon any of its assets, tangible or
     intangible;

          (iv) CTI has not made any capital expenditures in excess of $10,000;

          (v) CTI has not made any  capital  investment  in, or any loan to, any
     other Person;

          (vi) CTI has not  transferred,  assigned,  or granted  any  license or
     sublicense or made other disposition of any rights under or with respect to
     any Intellectual Property;

          (vii)  there has been no change made or  authorized  in the charter or
     bylaws of CTI;

          (viii) CTI has not issued,  sold, or otherwise  disposed of any of its
     capital  stock,  or  granted  any  options,  warrants,  or other  rights to
     purchase or obtain (including upon conversion,  exchange,  or exercise) any
     of its capital stock;

          (ix) CTI has not experienced any damage, destruction, or loss (whether
     or not covered by insurance) to its property;

          (x)  CTI  has not  made  any  loan  to,  or  entered  into  any  other
     transaction  with,  any of its  directors,  officers,  and employees or any
     other Person;

                                       9
<PAGE>

          (xi) CTI has not entered into any  employment  contract or  collective
     bargaining  agreement,  written  or  oral,  or  modified  the  terms of any
     existing such contract or agreement;

          (xii) CTI has not granted any increase in the base compensation of any
     of its directors,  officers, and employees, except as set forth in Schedule
     3(y) of the Disclosure Schedule;

          (xiii) CTI has not  adopted,  amended,  modified,  or  terminated  any
     bonus, profit sharing,  incentive,  severance,  or other plan, contract, or
     commitment for the benefit of any of its directors, officers, and employees
     (or taken any such action with respect to any other Employee Benefit Plan);

          (xiv) CTI has not made any other change in employment terms for any of
     its directors, officers, and employees;

          (xv) CTI has not changed its normal  business  practices  or taken any
     other action  outside the Ordinary  Course of Business in order to generate
     Cash;

          (xvi) CTI has not made any loans or advances of money;

          (xvii)  CTI has not  changed  its  accounting  principles,  methods or
     practices  or in the manner it keeps its books and records or any change of
     current  accounting  practices with regard to sales,  expenses,  assets and
     liabilities;

          (xviii) CTI has not changed the  practices  of pricing or  discounting
     for sales of finished goods, ordering supplies and raw materials,  shipping
     finished  goods,  accepting  returns  or  honoring  warranties,   invoicing
     customers  and  collecting  debts,  including  the  collection  of accounts
     receivable and the payment of accounts payable; and

          (xix) CTI has not committed to any of the foregoing.

     (i) Undisclosed  Liabilities.  CTI has no material liability (whether known
or unknown,  whether  asserted or  unasserted,  whether  absolute or contingent,
whether accrued or unaccrued,  whether  liquidated or unliquidated,  and whether
due or to become due),  except for (i)  liabilities set forth on the face of the
Most Recent  Balance Sheet and (ii)  liabilities  set forth on the Final Closing
Date Balance Sheet which are in the Ordinary  Course of Business and of a nature
similar to those set forth on the face of the Most Recent Balance Sheet.

     (j) Legal  Compliance.  CTI has complied in all material  respects with all
applicable  laws  (including  rules,  regulations,  codes,  plans,  injunctions,
judgments,  orders,  decrees,  rulings, and charges thereunder and including the
Foreign Corrupt Practices Act, 15 U.S.C.  78dd-1,  et. seq.) of all Governmental
Authorities, and no action, suit, proceeding,  hearing,  investigation,  charge,
complaint,  claim,  demand,  or notice has been filed or commenced against it or
related to the Acquired Assets alleging any failure so to comply.

     (k) Real Property.

          (i) CTI owns no real property.

          (ii)  Section  3(k)(ii)  of the  Disclosure  Schedule  sets  forth the
     address of each parcel of Leased  Real  Property,  and a true and  complete
     list of all Leases for each such Leased Real Property  (including  the date
     and name of the parties to such Lease document). CTI has delivered to SYRIX

                                       10
<PAGE>

     a true and complete copy of each such Lease  document.  Except as set forth
     in Section 3(k)(ii) of the Disclosure Schedule, with respect to each of the
     Leases:

               (A) such Lease is legal, valid, binding,  enforceable and in full
          force and effect;

               (B)  except  for  those  Leases  for  which  a Lease  Consent  is
          obtained,  the  transaction  contemplated  by this  Agreement does not
          require the consent of any other party to such Lease,  will not result
          in a breach of or default  under such  Lease,  and will not  otherwise
          cause such Lease to cease to be legal, valid, binding, enforceable and
          in full force and effect on identical terms following the Closing;

               (C) CTI's  possession  and quiet  enjoyment  of the  Leased  Real
          Property under such Lease has not been disturbed and, to the Knowledge
          of CTI, there are no disputes with respect to such Lease;

               (D) to the  Knowledge of CTI,  neither CTI nor any other party to
          the  Lease is in breach or  default  under  such  Lease,  and,  to the
          Knowledge of CTI, no event has occurred or circumstance  exists which,
          with the  delivery  of  notice,  the  passage  of time or both,  would
          constitute  such a breach  or  default,  or  permit  the  termination,
          modification or acceleration of rent under such Lease;

               (E) no security deposit or portion thereof deposited with respect
          to such Lease has been applied in respect of a breach or default under
          such Lease which has not been redeposited in full;

               (F) CTI  does  not  owe,  or  will  not  owe in the  future,  any
          brokerage commissions or finder's fees with respect to such Lease;

               (G) the other  party to such  Lease is not an  Affiliate  of, and
          otherwise does not have any economic interest in, CTI;

               (H) CTI has not  subleased,  licensed  or  otherwise  granted any
          Person the right to use or occupy  such  Leased  Real  Property or any
          portion thereof; and

               (I) CTI has not  collaterally  assigned or granted any other Lien
          in such Lease or any interest therein.

          (iii) The Leased Real Property  identified in Section  3(k)(ii) of the
     Disclosure Schedule (the Leased "Real Property")  comprises all of the real
     property used or intended to be used in the business of CTI; and CTI is not
     a party to any  agreement  or  option  to  purchase  any real  property  or
     interest therein.

          (iv)  All  buildings,   structures,  fixtures,  building  systems  and
     equipment, and all components thereof, included in the Leased Real Property
     (the  "Improvements")  are in good  operating  condition  and repair in all
     material  respects and sufficient for the operation of the business of CTI.
     There are no facts or conditions  affecting any of the  Improvements  which
     would, individually or in the aggregate,  interfere in any material respect
     with the use or occupancy of the Improvements or any portion thereof in the
     operation of the business of CTI as currently conducted thereon.

                                       11
<PAGE>

          (v) to the  Knowledge of CTI, the Leased Real  Property is in material
     compliance with all applicable building,  zoning,  subdivision,  health and
     safety  and  other  land use  laws,  including,  but not  limited  to,  the
     Americans with Disabilities Act of 1990, as amended.

               (l) Intellectual Property.

          (i) CTI has not interfered with, infringed upon,  misappropriated,  or
     violated any Intellectual  Property rights of third parties in any material
     respect,  and none of the  directors  and officers of CTI has ever received
     any  charge,  complaint,   claim,  demand,  or  notice  alleging  any  such
     interference,  infringement,  misappropriation, or violation (including any
     claim that CTI must license or refrain from using any Intellectual Property
     rights of any third  party).  To the  Knowledge  of CTI, no third party has
     interfered with, infringed upon, misappropriated,  or violated any material
     Intellectual Property rights of CTI.


          (ii)  Section  3(l)(ii) of the  Disclosure  Schedule  identifies  each
     patent or registration  which has been issued to CTI with respect to any of
     its Intellectual  Property,  identifies each pending patent  application or
     application for registration  which CTI has made with respect to any of its
     Intellectual  Property,  and identifies each license,  agreement,  or other
     permission  which CTI has granted to any third party with respect to any of
     its Intellectual Property (together with any exceptions). CTI has delivered
     to SYRIX correct and complete  copies of all such  patents,  registrations,
     applications,  licenses,  agreements, and permissions (as amended to date).
     Section 3(l)(ii) of the Disclosure Schedule also identifies each trade name
     or unregistered  trademark,  service mark,  corporate name, Internet domain
     name, copyright,  and computer software item used by CTI in connection with
     any of its businesses.  With respect to each item of Intellectual  Property
     required to be identified in Section 3(l)(ii) of the Disclosure Schedule:

                    (A) CTI possesses all right,  title,  and interest in and to
               the  item,  free  and  clear  of  any  Lien,  license,  or  other
               restriction;

                    (B) the item is not subject to any  outstanding  injunction,
               judgment, order, decree, ruling, or charge;

                    (C) no action,  suit,  proceeding,  hearing,  investigation,
               charge,  complaint,  claim,  or  demand  is  pending  or,  to the
               Knowledge of CTI, is threatened  which  challenges  the legality,
               validity, enforceability, use, or ownership of the item; and

                    (D)  CTI has not  agreed  to  indemnify  any  Person  for or
               against  any  interference,  infringement,  misappropriation,  or
               other  conflict  with  respect to the item except to customers in
               the Ordinary Course of Business.

          (iii) Section  3(l)(iii) of the Disclosure  Schedule  identifies  each
     item of  Intellectual  Property that any third party owns and that CTI uses
     pursuant  to  license,  sublicense,   agreement,  or  permission.  CTI  has
     delivered  to SYRIX a  correct  and  complete  list of all  such  licenses,
     sublicenses, agreements, and permissions (as amended to date). With respect
     to each such item of used  Intellectual  Property required to be identified
     in Section 3(l)(iii) of the Disclosure Schedule:

                    (A)  the  license,  sublicense,   agreement,  or  permission
               covering the item is legal, valid, binding,  enforceable,  and in
               full force and effect;

                                       12
<PAGE>
                    (B) no  party  to the  license,  sublicense,  agreement,  or
               permission  is in breach or default,  and no event has  occurred,
               including the execution of this  Agreement,  which with notice or
               lapse of time  would  constitute  a breach or  default  or permit
               termination, modification, or acceleration thereunder;

                    (C) no  party  to the  license,  sublicense,  agreement,  or
               permission has repudiated any provision thereof;

                    (D) CTI has not granted any sublicense or similar right with
               respect to the license, sublicense, agreement, or permission; and

                    (E) no  loss  or  expiration  of  the  item  is  threatened,
               pending, or reasonably  foreseeable,  except for patents expiring
               at the end of their  statutory  terms (and not as a result of any
               act or omission by CTI, including without  limitation,  a failure
               by CTI to pay any required maintenance fees).

               (m) Tangible Assets.  The buildings,  machinery,  equipment,  and
          other  tangible  assets  that CTI owns and leases in excess of $3,000,
          all of  which  are as set  forth  in  Section  3(m) of the  Disclosure
          Schedule,  are free from material  defects  (patent and latent),  have
          been maintained in accordance with normal industry  practice,  and are
          in good  operating  condition  and repair  (subject to normal wear and
          tear).

               (n) Title to  Assets  and  Continued  Operation.  Except  for the
          Excluded Assets,  the Acquired Assets,  when utilized by a labor force
          substantially  similar to that employed by CTI on the date hereof, are
          adequate to conduct  business in all  material  respects as  currently
          conducted.

               (o) Inventory.  Schedule 3(o) of the Disclosure  Schedule  hereto
          sets forth an accurate and complete summary of the Inventory of CTI as
          reflected on the Most Recent Balance  Sheet,  which Schedule 3(o) sets
          forth the Inventory  values used in preparing the Most Recent  Balance
          Sheet.  The  Inventory  described  in Section  3(o) of the  Disclosure
          Schedule  and all  additions  thereto  acquired  since the Most Recent
          Balance  Sheet Date have not been  disposed of except in the  Ordinary
          Course of Business  and to the extent on hand on the Closing  Date are
          in good  operating  condition  in all  material  respects as currently
          constituted or assembled.

               (p) Contracts.  Section 3(p) of the Disclosure Schedule lists all
          of the  material  contracts  and  other  agreements  to which CTI is a
          party, including but not limited to the following:

          (i) any  agreement (or group of related  agreements)  for the lease of
     personal  property to or from any Person  providing  for lease  payments in
     excess of $25,000 per annum;

          (ii) any agreement (or group of related  agreements)  for the purchase
     or  sale  of raw  materials,  commodities,  supplies,  products,  or  other
     personal  property,  or for the  furnishing  or  receipt of  services,  the
     performance  of which  will  extend  over a period of more than one year or
     involve consideration in excess of $25,000;

          (iii) any agreement concerning a partnership or joint venture;

          (iv) any agreement (or group of related agreements) under which it has
     created,  incurred,  assumed,  or guaranteed any  indebtedness for borrowed

                                       13
<PAGE>

     money, or any capitalized lease  obligation,  in excess of $25,000 or under
     which it has imposed a Lien on any of its assets, tangible or intangible;

          (v) any agreement concerning confidentiality or non-competition;

          (vi) any agreement involving any CTI Affiliates (other than CTI);

          (vii)  any  profit  sharing,  stock  option,  stock  purchase,   stock
     appreciation,   deferred   compensation,   severance,   or  other  plan  or
     arrangement for the benefit of its current or former  directors,  officers,
     and employees;

          (viii) any collective bargaining agreement;

          (ix)  any  agreement  for  the  employment  of  any  individual  on  a
     full-time,   part-time,   consulting,   or  other  basis  providing  annual
     compensation including severance benefits in excess of $50,000;

          (x) any agreement  under which it has advanced or loaned any amount to
     any of its directors, officers, and employees;

          (xi) any  agreement  under  which the  consequences  of a  default  or
     termination could have a Material Adverse Effect.

          (xii)  any  agreement  under  which  it has  granted  any  Person  any
     registration rights (including,  without  limitation,  demand and piggyback
     registration rights);

          (xiii) any agreement  under which CTI has advanced or loaned any other
     Person amounts in the aggregate exceeding $7,500;

          (xiv) any  agreement  with any  Person  containing  any  provision  or
     covenant prohibiting or materially limiting the ability of CTI to engage in
     any business activity or compete with any Person;

          (xv) any agreement  pursuant to which any Lien has been imposed on any
     Acquired Assets;

          (xvi) any  agreement  that  limits  or  contains  restrictions  on the
     ability of CTI to incur or suffer to exist any Lien,  to  purchase  or sell
     any assets,  to change the lines of business  in which it  participates  or
     engages or to engage in any merger or other business combination; or

          (xvii)  any other  agreement  (or  group of  related  agreements)  the
     performance of which involves consideration in excess of $50,000.

CTI has delivered to SYRIX a correct and complete list of each written agreement
set forth in Section 3(p) of the Disclosure  Schedule (as amended to date) and a
written  summary  setting forth the material  terms and  conditions of each oral
agreement referred to in Section 3(p) of the Disclosure  Schedule.  With respect
to each such  agreement,  except as set forth in Section 3(p) of the  Disclosure

                                       14

<PAGE>

Schedule: (A) the agreement is legal, valid, binding,  enforceable,  and in full
force and effect in all material respects; (B) no party is in material breach or
default,  and no event has  occurred  which  with  notice or lapse of time would
constitute a material breach or default, or permit termination, modification, or
acceleration,  under the  agreement;  and (C) no party has amended or repudiated
any provision of the agreement.

               (q)  Accounts  Receivable.  All  accounts  receivable  of CTI are
          reflected  properly on their books and records,  are valid receivables
          subject to no setoffs or  counterclaims,  are current and collectible,
          and will be collected in accordance with their terms at their recorded
          amounts,  subject  only to the  reserve for bad debts set forth on the
          face of the Final  Closing  Date  Balance  Sheet.  Section 3(q) of the
          Disclosure  Schedule is a true and complete aged  accounts  receivable
          run as of the date indicated thereon.

               (r) Powers of Attorney.  To the  Knowledge  of CTI,  there are no
          outstanding  powers of attorney  executed on behalf of CTI, other than
          to freight forwarders and brokers.

               (s) Insurance. Section 3(s) of the Disclosure Schedule sets forth
          the  following  information  with  respect  to each  insurance  policy
          (including  policies  providing  property,  casualty,  liability,  and
          workers' compensation coverage and bond and surety arrangements) which
          will be assumed by SYRIX:

                    (i) the name, address, and telephone number of the agent;

                    (ii) the name of the insurer,  the name of the policyholder,
               and the name of each covered insured;

                    (iii) the policy number and the period of coverage;

                    (iv) the scope  (including  an  indication  of  whether  the
               coverage is on a claims  made,  occurrence,  or other  basis) and
               amount  (including a description of how  deductibles and ceilings
               are calculated and operate) of coverage; and

                    (v) a description of any retroactive  premium adjustments or
               other material loss- sharing arrangements.

          With respect to each such insurance  policy:  (A) the policy is legal,
          valid,  binding,  enforceable,  and in full  force  and  effect in all
          material  respects;  (B) CTI,  nor any other party to the policy is in
          material  breach or default  (including with respect to the payment of
          premiums or the giving of notices),  and no event has occurred  which,
          with  notice or the lapse of time,  would  constitute  such a material
          breach or default, or permit termination, cancellation,  modification,
          or acceleration,  under the policy; and (C) no party to the policy has
          repudiated  any  material  provision  thereof.  Section  3(s)  of  the
          Disclosure Schedule describes any material self-insurance arrangements
          affecting CTI.

               (t)  Litigation.  Section 3(t) of the  Disclosure  Schedule  sets
          forth each  instance  in which CTI (i) is  subject to any  outstanding
          injunction,  judgment,  order, decree,  ruling, or charge or (ii) is a
          party or, to the Knowledge of CTI, is threatened to be made a party to
          any action,  suit,  proceeding,  hearing,  or investigation of, in, or
          before any court or  quasi-judicial  or  administrative  agency of any
          federal,   state,  local,  or  foreign   jurisdiction  or  before  any
          arbitrator.  Except as set  forth in  Section  3(t) of the  Disclosure
          Schedule,  there is no suit, claim, action or proceeding pending by or
          against CTI with respect to the  business or against or regarding  any
          of the Acquired Assets before any Governmental  Authority,  nor to the
          Knowledge of CTI, any suit, claim, action, proceeding or investigation

                                       15
<PAGE>

          is  threatened  against CTI with respect to the business or against or
          regarding  any  of  the  Acquired   Assets  before  any   Governmental
          Authority,  in each case, (i) that  individually  or in the aggregate,
          would (A) prevent,  hinder or delay the execution and  performance  of
          this Agreement or the  consummation of the  transactions  contemplated
          hereby or (B) result in this  Agreement  being  declared  unlawful  or
          cause the rescission of any of the transactions contemplated hereby or
          (ii) in which the amount of damages  either  asserted  or likely to be
          recovered exceeds $25,000. There are no judgments,  decrees, orders or
          rulings against CTI or relating to the business that have had or would
          have a Material Adverse Effect.

               (u)  Product  Warranties,  Defects  and  Liabilities.  All of the
          products  manufactured,  sold,  leased,  and  delivered  by  CTI  have
          conformed in all material  respects  with all  applicable  contractual
          commitments and all express and implied  warranties.  Section 3 (u) of
          the  Disclosure  Schedule  includes  copies of the standard  terms and
          conditions of sale or lease for CTI (containing  applicable  guaranty,
          warranty,  and indemnity  provisions).  There exists no pending or, to
          the Knowledge of CTI,  threatened product liability or warranty claims
          relating to the  business,  except to the extent  reserved  for on the
          Final  Closing Date Balance  Sheet or otherwise  set forth on Schedule
          3(u) of the Disclosure  Schedule,  and, to the Knowledge of CTI, there
          is no reasonable basis for any such suit, inquiry, action, proceeding,
          investigation or claim.

               (v) Guaranties.  CTI is not a guarantor or otherwise  responsible
          for any liability or obligation (including  indebtedness) of any other
          Person.

               (w) Environmental, Health, and Safety Matters.

                    (i)  CTI,  and its  predecessors  have  complied  and are in
               compliance,  in each  case in all  material  respects,  with  all
               Environmental, Health, and Safety Requirements.

                    (ii) Without  limiting the generality of the foregoing,  CTI
               has obtained,  has complied,  and is in compliance  with, in each
               case in all material  respects,  all permits,  licenses and other
               authorizations  that  are  required  pursuant  to  Environmental,
               Health,  and  Safety  Requirements  for  the  occupation  of  its
               facilities and the operation of its business;  a list of all such
               material permits,  licenses and other authorizations is set forth
               on Section 3(w)(ii) of the Disclosure Schedule.

                    (iii)  CTI has not  received  any  written  or oral  notice,
               report or other  information  regarding  any  actual  or  alleged
               material   violation  of   Environmental,   Health,   and  Safety
               Requirements,  or any material  liabilities or potential material
               liabilities (whether accrued, absolute, contingent,  unliquidated
               or otherwise), including any material investigatory,  remedial or
               corrective obligations,  relating to its facilities arising under
               Environmental, Health, and Safety Requirements.

                    (iv)  Except  as  set  forth  on  Section  3(w)(iv)  of  the
               Disclosure Schedule, none of the following exists at any property
               or facility  owned or operated by CTI:  (1)  underground  storage
               tanks,  (2)  asbestos-containing  material  in  any  friable  and
               damaged form or condition,  (3) materials or equipment containing
               polychlorinated    biphenyls,    or   (4)   landfills,    surface
               impoundments, or disposal areas.

                    (v) Neither  CTI, nor any of its  predecessors  has treated,
               stored,  disposed of,  arranged for or permitted the disposal of,
               transported,   handled,  or  released  any  substance,  including
               without limitation any hazardous substance,  or owned or operated
               any  property  or facility  (and no such  property or facility is
               contaminated by any such substance) in a manner that has given or
               would give rise to material  liabilities,  including any material
               liability for response costs,  corrective action costs,  personal

                                       16
<PAGE>

               injury,  property damage,  natural  resources damages or attorney
               fees,  pursuant  to  the  Comprehensive  Environmental  Response,
               Compensation and Liability Act of 1980, as amended  ("CERCLA") or
               the  Solid   Waste   Disposal   Act,  as  amended  or  any  other
               Environmental, Health, and Safety Requirements.

                    (vi)  Except  as  set  forth  in  Section  6(a)(x)  of  this
               Agreement,  neither this  Agreement nor the  consummation  of the
               transaction  that is the subject of this Agreement will result in
               any material  obligations for site  investigation or cleanup,  or
               notification  to or  consent  of  government  agencies  or  third
               parties,   pursuant  to  any  of  the   so-called   "transaction-
               triggered"  or  "responsible  property  transfer"  Environmental,
               Health, and Safety Requirements.

     (x)  Distributors, Customers and Suppliers

                    (i) Section  3(x) of the  Disclosure  Schedule  sets forth a
               complete and accurate list (with dollar volumes  included) of (i)
               the ten largest  customers (by dollar  volume) of the products of
               the CTI's  business  during the twelve  (12) month  period  ended
               December 31, 2003; and (ii) the ten largest  suppliers (by dollar
               volume) of  materials  or  services  to the  business  during the
               twelve (12) month period ended December 31, 2003.

                    (ii) With respect to any such  customer or supplier or group
               of related  customers and suppliers listed in Section 3(x) of the
               Disclosure Schedule, no such supplier, group of related suppliers
               has terminated, to the Knowledge of CTI no such customer or group
               of related customers has terminated,  and to the Knowledge of CTI
               no such  supplier,  customer  or group of  related  customers  or
               suppliers, intends to terminate, its business with CTI.

                    (iii)  Except  as  described  in  Section  3(x)(iii)  of the
               Disclosure  Schedule,  there are no  contracts  to which CTI is a
               party  and  under  the  terms of which  (i) CTI is  obligated  to
               purchase  any  product or services  from,  or sell any product or
               services to, any other Person on an exclusive  basis with respect
               to any geographic area or group of potential  customers;  or (ii)
               any other Person may be similarly obligated to CTI.

     (y)  Employees. Section 3(y) of the Disclosure Schedule contains a complete
          and  accurate  list of all of CTI's  current  employees as of the Most
          Recent Balance Sheet Date , their respective  dates of hire,  salaries
          or hourly  rates (as the case may be),  annual  bonuses  (last paid or
          payable),  if any, unused accrued vacation  entitlements and, deferred
          compensation.  Except as specifically set forth in Section 3(y) of the
          Disclosure  Schedule,   (a)  no  employee  is  subject  to  a  written
          employment agreement and (b) all employees are actively at work and no
          employee  is  currently  on a leave of  absence,  layoff,  suspension,
          workers compensation,  short-term or long-term disability or otherwise
          not actively  performing his or her work during all normally scheduled
          hours.

     (z)  Taxes.  CTI has  timely  filed all  income  Tax  Returns  which it was
          required to file prior to the Closing  Date under  Applicable  Law and
          the Code and all such Tax Returns are complete and correct,  are based
          on the books of account and  financial  records of CTI,  and have been
          prepared in material compliance with all Applicable Laws. CTI has paid
          all Taxes due and owing it (whether or not such Taxes are  required to
          be or are shown on a Tax  Return).  CTI has not waived any  statute of
          limitations  with  respect to any Taxes or agreed to any  extension of
          time with respect to any tax assessment or deficiency.  If any lien is
          attached or levied against any of the Acquired Assets arising from any
          Taxes  incurred  by CTI  prior to the  Closing  Date not  specifically
          assumed by SYRIX  hereunder,  CTI shall provide  sufficient  surety to
          release and discharge such lien.

          (aa) No  Illegal  Payments.  Neither  CTI  nor  any of its  directors,
     officers,  employees  or agents,  has (i) directly or  indirectly  given or
     agreed to give any illegal gift,  contribution,  payment or similar benefit
     to any  supplier,  customer,  governmental  official  or  employee or other
     person to assist in connection  with any actual or proposed  transaction or
     made or agreed to make any illegal contribution,  or reimbursed any illegal
     political gift or contribution  made by any other person,  to any candidate
     for federal,  state,  local or foreign public office (A) which violates any

                                       17
<PAGE>

     Applicable Law, including but not limited to, the Foreign Corrupt Practices
     Act of 1977, as amended, or might subject SYRIX to any damages or penalties
     in any civil, criminal or governmental  litigation or proceeding or (B) the
     non-continuation  of which has had or might have a Material  Adverse Effect
     or (ii)  established or maintained any unrecorded fund or asset or made any
     false entries on any books or records for any purpose.

          (bb) Disclosure.  The representations and warranties contained in this
     Section 3 (including  the Disclosure  Schedule and any other  schedules and
     exhibits  required  to be  delivered  by  CTI to  SYRIX  pursuant  to  this
     Agreement) and any certificate furnished by CTI to SYRIX do not contain and
     will not contain any untrue  statement of a material  fact or omit to state
     any material fact necessary in order to make the statements and information
     contained in this Section 3 not misleading.  To the Knowledge of CTI, there
     is no material  fact or complex of facts or  circumstances  relating to CTI
     which may result in a Material  Adverse Effect which has not been disclosed
     in this Agreement to SYRIX.

          Section 4. SYRIX's  Representations  and Warranties.  SYRIX represents
     and  warrants to CTI that the  statements  contained  in this Section 4 are
     correct and complete as of the date of this  Agreement  and will be correct
     and  complete as of the Closing Date (as though made then and as though the
     Closing Date were  substituted  for the date of this  Agreement  throughout
     this  Section  4),  except as set  forth in the  Disclosure  Schedule.  The
     Disclosure  Schedule  will be arranged in paragraphs  corresponding  to the
     lettered and numbered paragraphs contained in this Section 4.

          (a)  Organization  of SYRIX.  SYRIX is a corporation  duly  organized,
     validly existing, and in good standing under the laws of Delaware.

          (b)  Authorization of Transaction.  SYRIX has full power and authority
     (including  full corporate  power or other entity and authority) to execute
     and deliver this Agreement and to perform its obligations  hereunder.  This
     Agreement  constitutes the valid and legally  binding  obligation of SYRIX,
     enforceable  in accordance  with its terms and  conditions.  SYRIX need not
     give any notice  to,  make any filing  with,  or obtain any  authorization,
     consent,  or approval of any government or governmental  agency in order to
     consummate the transactions  contemplated by this Agreement. The execution,
     delivery  and  performance  of  this  Agreement  and all  other  agreements
     contemplated hereby have been duly authorized by SYRIX.

          (c)  Noncontravention.  Neither the execution and the delivery of this
     Agreement,  nor the  consummation of the transactions  contemplated  hereby
     (including the assignments and assumptions referred to in Section 2 above),
     will (i) violate any constitution,  statute,  regulation, rule, injunction,
     judgment,  order,  decree,  ruling,  charge,  or other  restriction  of any
     Governmental Agency, or court to which SYRIX is subject or any provision of
     its charter,  or other governing documents or (ii) conflict with, result in
     a breach of,  constitute a default under,  result in the  acceleration  of,
     create in any party the right to accelerate,  terminate, modify, or cancel,
     or require  any  notice  under any  agreement,  contract,  lease,  license,
     instrument,  or other  arrangement to which SYRIX is a party or by which it
     is bound or to which any of its assets is  subject.  SYRIX does not need to
     give any notice  to,  make any filing  with,  or obtain any  authorization,
     consent,  or approval of any government or governmental agency in order for
     the Parties to consummate the  transactions  contemplated by this Agreement
     (including the assignments and assumptions referred to in Section 2 above).

                                       18
<PAGE>

          (d) Brokers'  Fees.  SYRIX has no liability or  obligation  to pay any
     fees or  commissions  to any broker,  finder,  or agent with respect to the
     transactions  contemplated  by this  Agreement  for which CTI could  become
     liable or obligated based on arrangements made by or on behalf of SYRIX.

          (e) Knowledge of Breach.  SYRIX  represents  and warrants that it does
     not have any actual Knowledge of any breach,  default or condition  causing
     breach or default of any representation,  warranty,  covenant, agreement or
     condition.

          Section 5.  Pre-Closing  Covenants.  The Parties agree as follows with
     respect to the period  between  the  execution  of this  Agreement  and the
     Closing.

          (a) General.  Each of the Parties will use its reasonable best efforts
     to take all action and to do all things  necessary,  proper or advisable in
     order to consummate and make  effective the  transactions  contemplated  by
     this  Agreement  (including  satisfaction,  but not waiver,  of the Closing
     conditions set forth in Section 6 below).

          (b) Notices and Consents.  CTI will give any notices to third parties,
     and CTI will use its  reasonable  best  efforts to obtain  any third  party
     consents  referred to in Section 3(c) above,  and any other items set forth
     in Section 5(b) of the Disclosure  Schedule.  Each of the Parties will give
     any notices to, make any filings with, and use its reasonable  best efforts
     to obtain any  authorizations,  consents,  and approvals of governments and
     governmental agencies in connection with the matters referred to in Section
     3(c) and Section 4(c) above.

          (c) Operation of Business.  CTI will not engage in any practice,  take
     any action,  or enter into any  transaction  outside the Ordinary Course of
     Business.

          (d)  Preservation  of  Business.   CTI  will  keep  its  business  and
     properties substantially intact, including its present operations, physical
     facilities, working conditions,  insurance policies, and relationships with
     lessors, licensors, suppliers, customers, and employees.

          (e) Full Access.  CTI will permit  representatives of SYRIX (including
     legal counsel and accountants) to have full access at all reasonable times,
     and in a manner so as not to interfere with the normal business  operations
     of CTI, to all premises,  properties,  personnel, books, records (including
     Tax records),  contracts, and documents of or pertaining to CTI. SYRIX will
     treat and hold as such any  Confidential  Information it receives from CTI,
     in the course of the reviews  contemplated  by this Section 5(e),  will not
     use any of the  Confidential  Information  except in  connection  with this
     Agreement,  and, if this Agreement is terminated for any reason whatsoever,
     will return to CTI or destroy, all tangible embodiments (and all copies) of
     the Confidential Information which are in its possession.

          (f) Notice of Developments. Each Party will give prompt written notice
     to the other  Party of any  development  causing a breach of any of its own
     representations  and  warranties  in  Section  3 and  Section  4 above.  No
     disclosure by any Party  pursuant to this Section 5(f),  however,  shall be
     deemed to amend or supplement the Disclosure Schedule or to prevent or cure
     any misrepresentation, breach of warranty, or breach of covenant.

          (g) Exclusivity.  CTI will not (i) solicit, initiate, or encourage the
     submission  of any  proposal  or offer  from  any  Person  relating  to the
     acquisition  of any  capital  stock  or  other  voting  securities,  or any
     substantial  portion  of the  assets,  of CTI  (including  any  acquisition
     structured  as  a  merger,  consolidation,   or  share  exchange)  or  (ii)

                                       19
<PAGE>

     participate  in any  discussions  or  negotiations  regarding,  furnish any
     information with respect to, assist or participate in, or facilitate in any
     other  manner  any effort or attempt by any Person to do or seek any of the
     foregoing.

          (h) Leases. CTI shall not amend,  modify,  extend,  renew or terminate
     any Lease,  nor shall CTI enter into any new  lease,  sublease,  license or
     other  agreement  for the use or occupancy of any real  property  requiring
     payments in excess of $5,000  annually as averaged  over the term  thereof,
     without the prior written consent of SYRIX .

          (i)  Updated  Financial  Statements.  Within  twenty (20) days of each
     fiscal  month  end,  CTI shall  furnish  to SYRIX  copies of its  financial
     statements prepared in the Ordinary Course of Business.

          Section 6. Conditions to Obligation to Close.

          (a)  Conditions  to SYRIX 's  Obligation.  The  obligation of SYRIX to
     consummate the  transactions  to be performed by it in connection  with the
     Closing is subject to satisfaction of the following conditions:

               (i) The  representations  and  warranties  set forth in Section 3
          above  shall  be true and  correct  in all  respects  at and as of the
          Closing Date;

               (ii)  CTI  shall  have  performed  and  complied  with all of its
          covenants hereunder in all material respects through the Closing;

               (iii) CTI shall have procured (or made reasonable arrangements to
          procure)  all of the third party  consents  specified  in Section 5(b)
          above;

               (iv) No action,  suit, or proceeding  shall be pending before any
          Governmental  Authority wherein an unfavorable  injunction,  judgment,
          order, decree, ruling, or charge would (A) prevent consummation of any
          of the transactions  contemplated by this Agreement,  (B) cause any of
          the  transactions  contemplated  by  this  Agreement  to be  rescinded
          following consummation,  or (C) affect adversely the right of SYRIX to
          own the Acquired Assets and to operate the current business of CTI;

               (v) CTI shall have delivered to SYRIX a certificate to the effect
          that each of the conditions specified above in Section 6(a)(i)-(iv) is
          satisfied in all respects;

               (vi) SYRIX shall have  received from counsel to CTI an opinion in
          form  and  substance  as set  forth  in  Exhibit  D  attached  hereto,
          addressed to SYRIX , and dated as of the Closing Date;

               (vii)  All  actions  to  be  taken  by  CTI  in  connection  with
          consummation  of  the   transactions   contemplated   hereby  and  all
          certificates,  opinions,  instruments, and other documents required to
          effect  the  transactions   contemplated  hereby  will  be  reasonably
          satisfactory in form and substance to SYRIX ;

               (viii)  CTI  shall  have  obtained  and  delivered  to SYRIX  the
          Assignment and Assumption of Lease Agreements set forth on Exhibit A-2
          (the "Lease Consent");

               (ix) CTI shall have delivered to SYRIX copies of the certificates
          of good standing of CTI,  issued on or soon before the Closing Date by
          the Secretary of State (or comparable  officer) of the jurisdiction of

                                       20
<PAGE>
          each such Person's organization and of each jurisdiction in which each
          such Person is qualified to do business; and

               (x) CTI shall have  received  from the New Jersey  Department  of
          Environmental  Protection  (hereinafter called "DEP"), pursuant to the
          Industrial   Site  Recovery  Act,   N.J.S.A.   13:1K-6  et  seq.,  the
          regulations  promulgated  thereunder,  and any  successor  or  amended
          legislation or regulations  (hereinafter  collectively called "ISRA"),
          for the Leased Real Property, at CTI's option any of the following:

               (a)  no  further   action   letter   approving   CTI's   negative
                    declaration;

               (b)  a remediation  agreement to permit closing to occur prior to
                    ISRA compliance pursuant to N.J.S.A.  13:1K-9  ("Remediation
                    Agreement");

               (c)  a letter  approving  CTI's  application  for a transfer when
                    discharges are of minimal  environmental concern pursuant to
                    N.J.S.A. 13:1K-11.7; or

               (d)  DEP approval of a cleanup plan,

               (e)  A letter  from DEP  approving  a  remedial  action  workplan
                    pursuant to N.J.S.A. 13:1K-11.3 ("Limited Site Review");

               (f)  A letter from DEP approving  CTI's  application  pursuant to
                    N.J.S.A. 13:1K-11.6 ("remedial in progress waiver"); or

               (g)  A letter from DEP pursuant to N.J.S.A. 13:1K-9.7 ("deminimus
                    quantity exception").

The  receipt of any one of which shall  herein be  referred to as "ISRA  Closing
Compliance" and delivered a copy thereof to SYRIX.

SYRIX may waive any  condition  specified  in this Section 6(a) if it executes a
writing so stating at or prior to the Closing.

     (b) Conditions to CTI's Obligation. The obligation of CTI to consummate the
transactions  to be performed by it in connection with the Closing is subject to
satisfaction of the following conditions:

          (i) the  representations  and  warranties set forth in Section 4 above
     shall be true and correct in all material respects at and as of the Closing
     Date;

          (ii) SYRIX shall have performed and complied with all of its covenants
     hereunder in all material respects through the Closing;

          (iii) no action, suit, or proceeding shall be pending before any court
     or quasi- judicial or administrative  agency of any federal,  state, local,
     or foreign  jurisdiction  or before any  arbitrator  wherein an unfavorable
     injunction,  judgment,  order, decree,  ruling, or charge would (A) prevent
     consummation of any of the  transactions  contemplated by this Agreement or
     (B) cause any of the  transactions  contemplated  by this  Agreement  to be
     rescinded following consummation (and no such injunction,  judgment, order,
     decree, ruling, or charge shall be in effect);

                                       21
<PAGE>

          (iv) SYRIX shall have  delivered  to CTI a  certificate  to the effect
     that each of the conditions  specified  above in Section  6(b)(i)-(iii)  is
     satisfied in all respects;

          (v) CTI and SYRIX shall have  received  all  material  authorizations,
     consents,  and approvals of governments and governmental  agencies referred
     to in Section 3(c) and Section 4(c) above;

          (vi) CTI shall have  received from counsel to SYRIX an opinion in form
     and substance as set forth in Exhibit E attached hereto,  addressed to CTI,
     and dated as of the Closing Date; and

          (vii) all actions to be taken by SYRIX in connection with consummation
     of the transactions  contemplated  hereby and all  certificates,  opinions,
     instruments,  and  other  documents  required  to effect  the  transactions
     contemplated  hereby will be reasonably  satisfactory in form and substance
     to CTI.

CTI may waive any  condition  specified  in this  Section  6(b) if it executes a
writing so stating at or prior to the Closing.

     Section 7. Termination.

     (a)  Termination of Agreement.  The Parties may terminate this Agreement as
provided below:

          (i)  Either  party may  terminate  this  Agreement  by mutual  written
     consent at any time prior to the Closing;

          (ii) SYRIX may terminate  this  Agreement by giving  written notice to
     CTI at any time prior to the Closing (A) in the event CTI has  breached any
     representation,  warranty,  or covenant  contained in this Agreement in any
     material respect,  SYRIX has notified CTI of the breach, and the breach has
     continued  without  cure for a period of 30 days after the notice of breach
     or (B) if the Closing  shall not have occurred on or before March 31, 2004,
     by reason of the failure of any  condition  precedent  under  Section  6(a)
     hereof (unless the failure  results  primarily from SYRIX itself  breaching
     any representation, warranty, or covenant contained in this Agreement); and

          (iii) CTI may terminate  this  Agreement by giving  written  notice to
     SYRIX at any time prior to the Closing (A) in the event SYRIX has  breached
     any  representation,  warranty,  or covenant contained in this Agreement in
     any material respect,  CTI has notified SYRIX of the breach, and the breach
     has  continued  without  cure for a period of 30 days  after the  notice of
     breach or (B) if the Closing shall not have occurred on or before March 31,
     2004,  by reason of the failure of any  condition  precedent  under Section
     6(b) hereof (unless the failure results primarily from CTI itself breaching
     any representation, warranty, or covenant contained in this Agreement).

     (b) Effect of Termination.  If any Party terminates this Agreement pursuant
to Section 7(a) above, all rights and obligations of the Parties hereunder shall
terminate  without any liability of any Party to any other Party (except for any
liability of any Party then in breach).

                                       22
<PAGE>

     Section 8. Remedies for Breaches of This Agreement.

     (a) Survival of Representations and Warranties.

     Except as expressly  provided in this Agreement,  all  representations  and
warranties  made  hereunder  or  pursuant  hereto  or  in  connection  with  the
transactions  contemplated  hereby shall not  terminate,  but shall  survive the
Closing and continue in effect until two (2) years  following  the Closing Date;
provided,  however,  that  representations  and  warranties  under Section 3(l),
(intellectual property),  Section 3(w) (environmental) and Section 3(z) (taxes),
and  Section  4(e) shall  remain in effect  until five (5) years  following  the
Closing Date; and further provided,  that any such representation or warranty as
to which a claim shall have been  asserted  during such  survival  period  shall
continue  in effect  until such time as such claim  shall have been  resolved or
settled.

     (b)  Survival of Covenants and Agreements.

     Except  as  expressly  provided  in  this  Agreement,   all  covenants  and
agreements  made  hereunder  or  pursuant  hereto  or  in  connection  with  the
transactions  contemplated  hereby  shall not  terminate  but shall  survive the
Closing.

     (c)  Indemnification   by  CTI   and   its   parent,   Dover   Technologies
          International, Inc.

     CTI and Dover  Technologies  International,  Inc.,  jointly and  severally,
shall indemnify and hold harmless SYRIX and its Affiliates and their  respective
officers,  directors,  successors and assigns (the "SYRIX Indemnified  Parties")
from and against any  claims,  liabilities,  losses,  damages,  actions,  suits,
proceedings,   claims,  demands,   judgments,  costs  and  expenses,   including
reasonable  attorney's fees (any one such item being herein called a "Loss") and
all such items being herein collectively called "Losses") which are caused by or
arise out of:

          (i) any breach or default in the performance by CTI of any covenant or
     agreement of CTI contained herein or in any certificate  delivered pursuant
     hereto at the Closing;

          (ii) any breach of warranty or representation made by CTI contained in
     Section 3 of this Agreement or in any certificate delivered pursuant hereto
     at the Closing; or

          (iii) any Excluded Liabilities.

     (d) Indemnification by SYRIX.

     SYRIX agrees to indemnify  and hold  harmless  CTI and its  Affiliates  and
their respective  officers,  directors,  successors and assigns ("CTI") from and
against any losses which are caused by or arise out of:

          (i) any breach or default in the  performance by SYRIX of any covenant
     or agreement  contained  herein or in any  certificate  delivered  pursuant
     hereto or thereto or at the Closing;

          (ii) any breach of warranty or representation  made by SYRIX contained
     in  Section  4 or in  any  certificate  delivered  pursuant  hereto  at the
     Closing;

                                       23
<PAGE>

          (iii) the Assumed Liabilities; or

          (iv) SYRIX's  conduct of the business or the  operation and use of the
     Acquired  Assets,  in each case from and after the Closing.

     (e) Procedure, Notice of Claims.

          (i)  Any   indemnified   party  (the   "Indemnified   Party")  seeking
     indemnification  hereunder  shall,  within the relevant  limitation  period
     provided  for in this  Section,  give to the  party  obligated  to  provide
     indemnification  to such  Indemnified  Party (the  "Indemnifying  Party") a
     notice (a "Claim Notice")  describing in reasonable detail the facts giving
     rise to any claims for indemnification  hereunder and shall include in such
     Claim Notice (if then known) the amount or the method of computation of the
     amount of such claim, and a reference to the provision of this Agreement or
     any agreement,  certificate or instrument  executed  pursuant  hereto or in
     connection herewith upon which such claim is based; provided,  that a Claim
     Notice in  respect  of any  action at law or suit in equity by or against a
     third  Person as to which  indemnification  will be  sought  shall be given
     promptly after the action or suit is commenced;  and provided further, that
     failure to give such notice  promptly  shall not  relieve the  Indemnifying
     Party of its obligations  hereunder except to the extent it shall have been
     prejudiced by such failure.

          (ii) The  Indemnifying  Party  shall have  twenty  (20) days after the
     giving of any Claim  Notice  pursuant  hereto to (i) agree to the amount or
     method  of  determination  set forth in the  Claim  Notice  and to pay such
     amount  to such  Indemnified  Party in  immediately  available  funds  (the
     "Dispute  Settlement")  or (ii) to  provide  such  Indemnified  Party  with
     written notice that it disagrees (and the reasons therefor) with the amount
     or method of  determination  set forth in the Claim  Notice  (the  "Dispute
     Notice").  Within a thirty (30) day period  after the giving of the Dispute
     Notice or if no such notice is given, the expiration of the twenty (20) day
     period set forth above without a Dispute  Settlement,  a representative  of
     each  Indemnifying  Party and such  Indemnified  Party shall negotiate in a
     bona fide attempt to resolve the matter without judicial  intervention (the
     "Negotiation  Period").  If, upon the expiration of the Negotiation Period,
     all of the Indemnified Party's claims in the Claim Notice are not resolved,
     the Indemnified Party may commence at any time thereafter such legal action
     or  proceedings  as it deems  appropriate  to enforce  the  indemnification
     obligation of the Indemnifying Party pursuant to this Section.


(f) Procedure - Third Party Claims.

          (i) Promptly  after receipt by an  Indemnified  Party of notice of the
     commencement  of any proceeding  against it by a third Person ("Third Party
     Claim"),  such Indemnified Party will, if a claim for indemnification is to
     be made against an Indemnifying  Party,  provide to the Indemnifying  Party
     written notice of the  commencement  of such claim (together with copies of
     any  legal  papers   served)  but  the  failure  to  promptly   notify  the
     Indemnifying Party will not relieve the Indemnifying Party of any liability
     that it may have to any  Indemnified  Party,  except to the extent that the
     Indemnifying  Party  demonstrates  that  the  defense  of  such  action  is
     prejudiced by the Indemnified Party's failure to give such notice.

                                       24
<PAGE>

          (ii) If any proceeding  referred to in this Section is brought against
     an Indemnified  Party and it gives notice to the Indemnifying  Party of the
     commencement of such proceeding, the Indemnifying Party will be entitled to
     participate  in such  proceeding  and, to the extent that it wishes (unless
     (i) the  Indemnifying  Party  is also a party  to such  proceeding  and the
     Indemnified Party upon the advice of counsel reasonably  determines in good
     faith  that a  conflict  or  potential  conflict  exists  such  that  joint
     representation   would  be  inappropriate  under  applicable  standards  of
     professional  conduct,  or (ii) the  Indemnifying  Party  fails to  provide
     reasonable  assurance to the Indemnified Party of its financial capacity to
     defend such  proceeding  and provide  indemnification  with respect to such
     proceeding),  to  assume  the  defense  of  such  proceeding  with  counsel
     reasonably satisfactory to the Indemnified Party and, after notice from the
     Indemnifying  Party to the Indemnified  Party of its election to assume the
     defense of such proceeding,  the Indemnifying Party will not, as long as it
     diligently  conducts such defense, be liable to the Indemnified Party under
     this  Section  for any fees of other  counsel  or any other  expenses  with
     respect  to the  defense  of such  proceeding,  in each  case  subsequently
     incurred by the  Indemnified  Party in connection  with the defense of such
     proceeding,   other  than  reasonable  costs  of   investigation.   If  the
     Indemnifying  Party  assumes  the  defense  of  a  Third  Party  Claim  and
     subsequently  determines  that the  Third  Party  Claim is not  subject  to
     indemnification by the Indemnifying Party hereunder, the Indemnifying Party
     shall give prompt notice of such fact to the Indemnified Party, after which
     the  Indemnified  Party  shall  have the right to  reassume  control of the
     defense of such claim; provided, that the failure by the Indemnifying Party
     to promptly notify the Indemnified  Party of any such  determination  shall
     not result in any liability to the Indemnifying  Party except to the extent
     that the Indemnified Party demonstrates that the defense of such action has
     been prejudiced by the Indemnifying Party's failure to give such notice. If
     the  Indemnifying  Party  assumes  the  defense of a Third  Party Claim and
     subsequently  determines that such claim is not subject to  indemnification
     by the Indemnifying Party hereunder,  the Indemnifying Party shall have the
     right, following its delivery of the notice contemplated by the immediately
     preceding  sentence,  to withdraw  from such defense,  and such  withdrawal
     shall not result in any liability to the  Indemnifying  Party except to the
     extent that the  Indemnified  Party  demonstrates  that the defense of such
     action  has been  prejudiced  by the  timing  of the  Indemnifying  Party's
     withdrawal.  If the Indemnifying Party assumes the defense of a proceeding,
     (x) no  compromise  or  settlement  of such  claims may be  effected by the
     Indemnifying  Party without the Indemnified  Party's consent (which consent
     will not be unreasonably withheld, delayed or conditioned) unless (A) there
     is no finding or admission of any  violation of law or any violation of the
     rights of any  Person  and no effect on any other  claims  that may be made
     against the Indemnified Party, and (B) the sole relief provided is monetary
     damages  that  are  paid  in full by the  Indemnifying  Party;  and (y) the
     Indemnified  Party will have no liability with respect to any compromise or
     settlement of such claims  effected  without its consent as may be required
     pursuant to clause (x) above. If notice is given to an  Indemnifying  Party
     of the commencement of any proceeding and the Indemnifying  Party does not,
     within twenty (20) days after the Indemnified Party's notice is given, give
     notice to the  Indemnified  Party of its  election to assume the defense of
     such proceeding or contest responsibility therefore, the Indemnifying Party
     will  be  bound  by  any  determination  made  in  such  proceeding  or any
     compromise or  settlement  effected by the  Indemnified  Party to which the
     Indemnifying  Party  consents,   which  consent  may  not  be  unreasonably
     withheld, delayed or conditioned.

                                       25
<PAGE>

          (iii)  Notwithstanding  the foregoing,  if the exclusive remedy sought
     under a Third Party Claim is for injunctive relief for which an Indemnified
     Party  may  be  liable,  the  Indemnified  Party  may,  by  notice  to  the
     Indemnifying  Party, assume the exclusive right to defend,  compromise,  or
     settle such proceeding,  but the Indemnifying Party,  although still liable
     for the payment of all reasonable legal fees,  costs and expenses  incurred
     in  connection  therewith,  will  not be bound  by any  determination  of a
     proceeding so defended or any compromise or settlement effected without its
     consent which may not be unreasonably withheld, delayed or conditioned.  In
     addition,   if  a  Third  Party  Claim  seeks  both   injunctive  or  other
     non-monetary  relief and monetary  damages,  the Indemnified  Party may, by
     notice  to the  Indemnifying  Party,  participate  in the  defense  of such
     proceeding at its own cost.

          (iv)  Notwithstanding  anything to the contrary  contained herein, the
     Indemnifying  Party shall not be  obligated to pay the fees and expenses of
     more than one counsel for the Indemnified Parties whenever the Indemnifying
     Party is required hereunder to pay the fees and expenses of counsel for the
     Indemnified Parties.

     (g)  Remedies.

     Except as otherwise  specifically provided in this Agreement,  the sole and
exclusive   remedy  of  the  parties   hereunder  shall  be  restricted  to  the
indemnification  rights set forth in this Section 8, provided,  however, that no
party hereto shall be deemed to have waived any rights, claims, causes of action
or  remedies  if and to the  extent  such  rights,  claims,  causes of action or
remedies may not be waived under Applicable Law or actual fraud is proven on the
part of a party by another party hereto.

     (h) Certain Limitations.

          (i)  Notwithstanding  any other  provision  in this  Agreement  to the
     contrary,  the parties to this Agreement  shall only be liable to indemnify
     each other for compensatory damages,  and,  accordingly,  in the absence of
     actual  fraud,  neither  party shall be entitled to recover  from the other
     special,  indirect,  punitive  or  consequential  damages  pursuant to this
     Section  unless and then only to the extent that the same are components of
     a  Third   Person  Claim  for  which  an   Indemnified   Party  is  seeking
     indemnification hereunder.

          (ii) No claim for  indemnification  under this Section  shall be valid
     and  assertable  unless such claim  involves  more than  $5,000  and,  when
     aggregated with all other claims asserted against the Indemnifying Party on
     the same date, is for an amount in excess of $150,000 in the aggregate (the
     "Deductible"),  it being understood that the Indemnifying  Party shall only
     be liable to indemnify  the  Indemnified  Party for the full amount of such
     losses in excess of the Deductible.

          (iii) In  connection  with any claim for  indemnification  under  this
     Section  relating to any warranty  costs or  liabilities,  the  Indemnified
     Party shall only be entitled to indemnification  for the direct cost of the
     labor and materials  incurred in connection with any warranty claim without
     allocation  of overhead or other  non-direct  expenses and only those costs
     incurred consistent with the past practice of CTI in the Ordinary Course of
     Business, including recordation.

          (iv) The amount of any losses  recoverable  by way of  indemnification
     pursuant  to  Section  8 shall be  calculated  (a) net of any  reserves  or
     accruals  for such losses on the Most Recent  Balance  Sheet and (b) net of
     the insurance proceeds,  net of any collection-related  expenses,  actually

                                       26
<PAGE>

     received by the  Indemnified  Party from a third party insurer with respect
     thereto or any  indemnification  or contribution  from any third Person. To
     the extent of any  indemnification  payment made by an  Indemnifying  Party
     hereunder, the Indemnifying Party shall succeed to all corresponding claims
     that the  Indemnified  Party may have and otherwise  shall be subrogated to
     the rights of the  Indemnified  Party  against its  insurers  and any other
     person or security in respect of such  claims,  and the  Indemnified  Party
     shall reasonably  cooperate with the Indemnifying Party in seeking recovery
     under such claims.  The Indemnifying Party shall be entitled to receive (or
     retain) any and all recoveries resulting from the exercise of any rights to
     which it has been  subrogated  (the  "Subrogated  Rights"),  other than any
     amounts in excess of the sum of (i) the corresponding  losses actually paid
     by the  Indemnifying  Party  to the  Indemnified  Party,  (ii) the fees and
     expenses  actually paid by the  Indemnifying  Party to any third parties in
     connection with the  investigation or defense of the matters giving rise to
     such corresponding  losses and (iii) the fees and expenses actually paid by
     the  Indemnifying  Party  to any  third  parties  in  connection  with  the
     investigation or prosecution of the Subrogated  Rights.  The failure of the
     Indemnified  Party to notify  timely any  applicable  insurance  carrier or
     potential third party  indemnitor of such claim or Loss shall not under any
     circumstances,  except if there is material  prejudice to the  Indemnifying
     Party,  constitute a breach of any covenant by the  Indemnified  Party,  or
     constitute a defense by the Indemnifying Party to, or off-set against,  any
     claim for indemnification by any Indemnified Party hereunder.

          (v)  It is  agreed  that  for  the  purpose  of  making  a  claim  for
     indemnification, the expiration of any one survival period, as set forth in
     this Section of certain representations and warranties shall not affect the
     ability  to make any claim for  indemnification  hereunder  under any other
     representations  and warranties  still surviving;  provided,  that no party
     shall be  entitled  to make a claim for  indemnification  more than once on
     account of the same facts and circumstances.

     (i)  Knowledge.  It shall not be a defense,  nor shall any party  hereto be
deemed to have waived or released or otherwise be estopped  from  asserting  any
claim for  indemnification for breach of a representation,  warranty,  covenant,
agreement,  or condition  because the Indemnified  Party had actual Knowledge of
such breach , default or condition prior to Closing.

          Section 9. Miscellaneous.

     (a) Sale Restrictions; Restrictive Covenant.

               (i)  During  the  period  commencing  on  the  Closing  Date  and
          continuing until the two-year anniversary of the Closing Date, neither
          CTI nor Dover Technologies  International,  Inc. will compete directly
          or  indirectly  through  the  development  or  acquisition  of similar
          packaging, topography or circuitry of products of the current business
          of CTI in any  markets  in which  CTI now or  hereafter  conducts  its
          business. The current business of CTI is described as follows:  Direct
          and indirect synthesizers,  Phase locked and free running DRO's, Phase
          locked  oscillators  above 2GHz, and Free running  sources above 2GHz.
          However,  this  restrictive  covenant will not have any limitations on
          Dover  Technologies  International,   Inc.,  through  its  operational
          subsidiary  Vectron  Technologies,  from its  ability to  continue  to
          develop  and  build  upon  their  quartz  SAW and BAW  technology  and
          products and expand frequency range and integration capabilities up to
          3GHz.
                                       27
<PAGE>

               (ii) The  parties  hereto  agree that the  duration  and area for
          which the covenant not to compete set forth in this Section 9 is to be
          effective are reasonable.  In the event that any court determines that
          the time period or the area or both of them, are unreasonable and that
          such  covenant is to that  extent  unenforceable,  the parties  hereto
          agree that the covenant  shall remain in full force and effect for the
          greatest time period and in the greatest area that would not render it
          unenforceable.  The parties  intend that this covenant shall be deemed
          to be series of separate  covenants  one for each and every  county of
          each and every  state of the  United  States of  America  and each and
          every  political  subdivision of each and every country outside of the
          United  States of  America  where  this  covenant  is  intended  to be
          effective.  The parties  hereto agree that  damages are an  inadequate
          remedy for any breach of this covenant and that CTI shall,  whether or
          not it is  pursuing  any  potential  remedies  at law,  be entitled to
          equitable  relief in the form of preliminary or permanent  injunctions
          upon any actual or threatened breach of this covenant.

     (b) No Solicitation.

For a period of two (2) years  following the Closing  Date,  except as expressly
permitted or required  pursuant to this  Agreement,  CTI and Dover  Technologies
International,  Inc. shall refrain from, either alone or in conjunction with any
other Person,  directly or  indirectly,  soliciting  for hire any of the current
employees  of CTI while such person is an  employee of SYRIX or its  Affiliates;
provided,  that CTI shall not be prohibited from responding to and/or hiring any
such person in response to an unsolicited inquiry. The use of general employment
advertisements, or employment agencies or search firms that are not specifically
directed to recruit employees of SYRIX or its Affiliates, shall not be deemed to
be a solicitation hereunder.

     (c) Press Releases and Public Announcements. No Party shall issue any press
release or make any public  announcement  relating to the subject matter of this
Agreement without the prior written approval of the other Party,  which approval
shall not be  unreasonably  withheld  or delayed,  except that no such  approval
shall be necessary to the extent  disclosure  is required by  Applicable  Law or
applicable stock exchange rules or any listing agreement of any party hereto.

     (d) No  Third-Party  Beneficiaries.  This  Agreement  shall not  confer any
rights or remedies  upon any Person other than the Parties and their  respective
successors and permitted assigns.

     (e) Entire Agreement.  This Agreement  (including the documents referred to
herein)  constitutes  the entire  agreement among the Parties and supersedes any
prior  understandings,  agreements,  or representations by or among the Parties,
written or oral,  to the extent  they  relate in any way to the  subject  matter
hereof.

     (f) Succession  and  Assignment.  This Agreement  shall be binding upon and
inure to the benefit of the Parties named herein and their respective successors
and permitted  assigns.  No Party may assign either this Agreement or any of its
rights,  interests,  or obligations hereunder without the prior written approval
of the other Party;  provided,  however, that SYRIX may (i) assign any or all of
its rights and  interests  hereunder to one or more of its  Affiliates  and (ii)
designate one or more of its Affiliates to perform its obligations hereunder (in
any or all of which cases SYRIX  nonetheless shall remain liable and responsible
for the performance of all of its obligations hereunder).

                                       28
<PAGE>

     (g)   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts (including by means of facsimile), each of which shall be deemed an
original but all of which together will constitute one and the same instrument.

     (h) Headings. The section headings contained in this Agreement are inserted
for  convenience   only  and  shall  not  affect  in  any  way  the  meaning  or
interpretation of this Agreement.

     (i)  Notices.   All  notices,   requests,   demands,   claims,   and  other
communications hereunder will be in writing. Any notice, request, demand, claim,
or other  communication  hereunder shall be deemed duly given (i) when delivered
personally  to the  recipient,  (ii) one  business  day after  being sent to the
recipient by reputable  overnight courier service (charges  prepaid),  (iii) one
business  day after being sent to the  recipient by  facsimile  transmission  or
electronic  mail, or (iv) four business days after being mailed to the recipient
by certified or registered mail,  return receipt  requested and postage prepaid,
and addressed to the intended recipient as set forth below:

If to SYRIX:                                   Copy to:

Mr. Myron Levy, Chief Executive Officer David H. Lieberman, Esq.
Syrix Corp.                             Beckman, Lieberman & Barandes, LLP
101  North Point Boulevard              100 Jericho Quadrangle, Suite 329
Lancaster, Pennsylvania  17601          Jericho, New York  11753
Fax:    717-397-9503                    Fax:  516-433-5858

If to CTI:                              Copies to:
Robert A. Livingston                    Peter J. Marshall, Vice President
Vectron International, Inc.             Dover Technologies International, Inc.
267 Lowell Road                         20 Hawley Street
Hudson, NH  03051                       6th Floor East Tower
Fax: 603-577-6731                       Binghamton, NY 13901-3280
                                        Fax: 607-779-6770

                                        Robert J. Smith, Esq.
                                        Coughlin & Gerhart, LLP
                                        20 Hawley Street
                                        8th Floor East Tower
                                        Binghamton, NY 13901
                                        Fax: 607-723-1530

Any Party may change the address to which notices,  requests,  demands,  claims,
and other  communications  hereunder  are to be  delivered  by giving  the other
Parties notice in the manner herein set forth.

     (j)  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the  domestic  laws of New York  without  giving  effect to any
choice or conflict of law  provision  or rule  (whether of New York or any other
jurisdiction)  that would cause the application of the laws of any  jurisdiction
other than New York.

                                       29
<PAGE>

     (k) Amendments and Waivers. No amendment of any provision of this Agreement
shall be valid  unless the same shall be in writing and signed by SYRIX and CTI.
No  waiver  by any  Party of any  provision  of the  Agreement  or any  default,
misrepresentation,   or  breach  of  warranty  or  covenant  hereunder,  whether
intentional  or not,  shall be valid  unless the same  shall be in  writing  and
signed by the Party making such waiver nor shall such waiver be deemed to extend
to any prior or subsequent default, misrepresentation,  or breach of warranty or
covenant  hereunder  or affect in any way any  rights  arising  by virtue of any
prior or subsequent such occurrence.

     (l)  Severability.  Any term or provision of this Agreement that is invalid
or  unenforceable  in any  situation  in any  jurisdiction  shall not affect the
validity or  enforceability  of the remaining terms and provisions hereof or the
validity or  enforceability  of the  offending  term or  provision  in any other
situation or in any other jurisdiction.

     (m) Expenses.  Each of the Parties will bear his, her, or its own costs and
expenses  (including  legal fees and expenses)  incurred in connection with this
Agreement and the transactions contemplated hereby (except as otherwise provided
herein).

     (n) Construction.  The Parties have participated jointly in the negotiation
and drafting of this Agreement.  In the event an ambiguity or question of intent
or  interpretation  arises,  this  Agreement  shall be  construed  as if drafted
jointly  by the  Parties  and no  presumption  or  burden of proof  shall  arise
favoring  or  disfavoring  any Party by virtue of the  authorship  of any of the
provisions of this  Agreement.  Any reference to any federal,  state,  local, or
foreign  statute  or law  shall  be  deemed  also  to  refer  to all  rules  and
regulations promulgated thereunder,  unless the context requires otherwise.  The
word "including" shall mean including without limitation.

     (o) Governing Language.  This Agreement has been negotiated and executed by
the  Parties in  English.  In the event any  translation  of this  Agreement  is
prepared for  convenience  or any other  purpose,  the provisions of the English
version shall prevail.

     (p) Post Closing ISRA Compliance.

          (i) On and after the Closing,  if CTI uses a Remediation  Agreement to
     achieve  ISRA  Closing  Compliance,  CTI  shall  only  be  responsible  for
     achieving ISRA Compliance (as hereinafter defined) concerning contamination
     by  hazardous  substances  existing  as of the  Closing or if caused by CTI
     after Closing. SYRIX expressly agrees to allow the New Jersey Department of
     Environmental Protection, CTI, previous owner, previous operator, any other
     person subject to the Remediation  Agreement,  and any of their  respective
     agents,   employees  or  assignees  the  right  to  enter  the   industrial
     establishment after the Closing.  The term "ISRA Compliance" as used herein
     shall mean that CTI shall have received (a) a no further action letter from
     the DEP approving  CTI's negative  declaration;  or (b) a no further action
     letter  from the DEP  approving  the  implementation  of the ISRA  remedial
     action workplan (either (a) or (b) the "No Further Action  Letter").  After
     Closing,  SYRIX  shall not  unreasonably  interfere  with or  prohibit  the
     achievement of ISRA Compliance.

          (ii) SYRIX  shall be liable  for any  contamination  on, at,  under or
     emanating  from the  Leased  Real  Property  by any  hazardous  substances,
     including  the  costs   incurred  to  achieve  ISRA   Compliance  for  such
     contamination, which occurs on or after the Closing unless caused by CTI.

                                       30
<PAGE>

          (iii) So long as CTI uses reasonable efforts to avoid interfering with
     SYRIX's  operations on the Leased Real Property,  SYRIX waives any right it
     may have now or in the  future to assert  any  claim on its  behalf,  or on
     behalf of any third  party,  against CTI arising from or in any way related
     to interference with the right to the quiet use and enjoyment of the Leased
     Real Property,  including,  without  limitation,  loss of income,  rents or
     profits, arising from the effort to achieve ISRA Compliance.

          (iv) CTI shall be solely responsible for all proposals,  negotiations,
     discussions and agreements  with the DEP pursuant to ISRA.  SYRIX shall not
     propose to or negotiate  with the DEP pertaining to CTI's efforts to comply
     with ISRA.  SYRIX shall  reasonably  cooperate with CTI in CTI's efforts to
     achieve ISRA Compliance, including, without limitation the execution of any
     and all documents which must be executed by SYRIX. SYRIX agrees that the No
     Further  Action  Letter  may be  subject  to (i)  engineering  controls  or
     institutional controls as defined in N.J.S.A.  58:10B-1 and the regulations
     promulgated  thereunder and any successor  legislation  or regulations  and
     (ii) a  classification  exception area and well use restriction area on the
     Leased Real Property  either  before or after the Closing,  so long as said
     engineering controls, institutional controls, classification exception area
     and well use  restriction  area ("ISRA Response  Activities")  arise out of
     CTI's efforts to comply with ISRA or Environmental  Laws provided said ISRA
     Response  Activities do not materially  adversely  affect SYRIX's  business
     activities and use of the Leased Real  Property.  CTI shall not be required
     to clean up the Leased Real  Property to a standard  more strict than those
     standards applicable to non-residential  property, if that is acceptable to
     DEP.

          (v) The provisions of this Section 9(p) shall survive the Closing.

          (vi) In the event of a  conflict  between  this  Section  9(p) and any
     other  provision of this  Agreement,  the  provisions  of this Section 9(p)
     shall control.

          (q) Employee  Service  Years.  After the Closing SYRIX agrees to award
     each CTI employee  with the same years of service  credit as that  employee
     has with CTI for the purposes of  participating  in SYRIX Employee  Benefit
     Plans after the Closing.

                                       31
<PAGE>


          IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on
     the date first above written.

                                           SYRIX CORP.

                                By: /s/
                                       ----------------------------
                                        William R. Wilson
                                     Title:  Vice President
                                COMMUNICATIONS TECHNIQUES, INC.

                                By: /s/
                                       ----------------------------
                                         Ian Crossley
                                       Title: President



Accepted and Agreed in all respects as of the
date hereof with regard to those sections hereof applicable
to Dover Technologies International, Inc.
DOVER TECHNOLOGIES INTERNATIONAL, INC.
By: /s/
    ---------------------------------




                                       32

</TEXT>
</DOCUMENT>
