Purchase and Sale Agreement - Alpha Airports Group PLC and DynCorp


                                 PURCHASE AND SALE AGREEMENT

                                         by and among

                                  ALPHA AIRPORTS GROUP PLC,
                             a company organized under the laws
                                         of England,

                                   ALPHA US HOLDINGS, INC.,
                                   a Delaware corporation,

                               DYNCORP AVIATION SERVICES, INC.,
                                   a Delaware corporation,

                                             and

                                           DYNCORP,
                                   a Delaware corporation

                                        August 8, 1995

                                      TABLE OF CONTENTS
                                                                       Page

    SECTION 1. PURCHASE AND SALE OF SHARES                                2
        1.1   Purchase and Sale of Shares                                 2
        1.2   Purchase Price                                              2
        1.3   Purchase Price Determination                                2

    SECTION 2.  CLOSING; CLOSING DATE                                     5
        2.1   Closing; Closing Date                                       5
        2.2   Delivery of Stock                                           5

    SECTION 3.  REPRESENTATIONS AND WARRANTIES OF SELLER AND DYNCORP      6
        3.1   Organization                                                6
        3.2   Authorization                                               6
        3.3   No Conflicts                                                6
        3.4   No Brokers                                                  7
        3.5   Title to Stock                                              7

    SECTION 4.  REPRESENTATIONS AND WARRANTIES OF BUYER AND ALPHA         7
        4.1   Organization                                                7
        4.2   Authorization                                               7
        4.3   No Conflict                                                 8
        4.4   No Brokers                                                  8

    SECTION 5.  REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANIES   8
        5.1   Organization, Qualification, and Corporate Power            8
        5.2   No Conflict                                                 9
        5.3   Capitalization                                              9
        5.4   Subsidiaries; Parent                                       10
        5.5   Financial Statements; Projections                          11
        5.6   Interim Changes                                            11
        5.7   Absence of Undisclosed Liabilities                         14
        5.8   Litigation                                                 14
        5.9   Legal Compliance; Permits and Licenses                     15
        5.10  Contracts and Other Agreements                             16
        5.11  Compliance; Change of Control                              18
        5.12  No Brokers                                                 18
        5.13  Real Property                                              18
        5.14  Tax Matters                                                20
        5.15  Accounts and Notes Receivable                              22
        5.16  Inventory                                                  23
        5.17  Tangible Property                                          23
        5.18  Proprietary Rights                                         23
        5.19  Suppliers and Customers                                    24
        5.20  Employee Benefit Plans                                     25
        5.21  Labor Matters; Employees                                   26
        5.22  Insurance                                                  28
        5.23  Company Services                                           28
        5.24  Transactions with Affiliates                               29
        5.25  Environmental Matters                                      29
        5.26  Disclosure                                                 31

    SECTION 6.     CERTAIN COVENANTS AND AGREEMENTS                      31
        6.1   Best Efforts                                               31
        6.2   Conduct of Business                                        31
        6.3   Monthly Financial Statements                               34
        6.4   Transfer of Stock                                          34
        6.5   Notice of Developments                                     34
        6.6   Expenses                                                   35
        6.7   Actions With Respect to Sale of Parent and the Companies   35
        6.8   Further Assurances                                         35
        6.9   Access to Records                                          36
        6.10  DynAir Russia.                                             36
        6.11  Confidentiality                                            37
        6.12  Public Announcements                                       38
        6.13  Tax Covenants                                              38
        6.14  Other Agreements                                           44
        6.15  Seller Consents and Approvals                              46
        6.16  ALPHA Shareholder Approval                                 46
        6.17  Insurance Matters                                          47

    SECTION 7.  CONDITIONS TO THE OBLIGATION OF BUYER                    47
        7.1   Representations, Warranties and Covenants                  47
        7.2   Opinion of the Seller's Counsel                            48
        7.3   Consents (Regulatory)                                      48
        7.4   Corporate Services Letter Agreement                        48
        7.5   Material Adverse Change                                    48
        7.6   Proceedings                                                48
        7.7   Resignations                                               49
        7.8   ALPHA Shareholder Approval                                 49
        7.9   Underwriting Agreement                                     49
        7.10  Bank Agreement                                             49
        7.11  Actions of Seller                                          49
        7.12  Repayment of Indebtedness                                  49
        7.13  Release of Liens and Guarantees                            49
        7.14  Equipment Leases                                           50
        7.15  DynAir Russia                                              50
        7.16  Receivables Program                                        50
        7.17  Pre-Closing Reorganizations.                               50
        7.18  Escrow Agreement.                                          50
        7.19  Material Consents (Contracts and Permits)                  50
        7.20  DynCorp Class C Approval.                                  50
        7.21  Waiver                                                     50

    SECTION 8.  CONDITIONS TO OBLIGATIONS OF SELLER                      51
        8.1   Representations and Warranties                             51
        8.2   Opinion of the Buyer's Counsel                             51
        8.3   HSR                                                        51
        8.4   Waiver                                                     51

    SECTION 9.  INDEMNIFICATION                                          51
        9.1   Survival of Representations and Warranties                 51
        9.2   Obligations of Seller and DynCorp to Indemnify Buyer       52
        9.3   Obligation of ALPHA and Buyer to Indemnify Seller and
              DynCorp                                                    55
        9.4   Matters Involving Third Parties                            55
        9.5   Limitations on Indemnification                             57
        9.6   Other Indemnification Provisions                           58

    SECTION 10.    NON-COMPETITION; NON-SOLICITATION                     58
        10.1  Covenant Not to Compete                                    58
        10.2  DynAir Names                                               59
        10.3  Enforceability                                             60
        10.4  No Solicitation                                            60

    SECTION 11.    GUARANTEE OF ALPHA                                    61

    SECTION 12.    TERMINATION OF AGREEMENT                              61
        12.1  Termination                                                61
        12.2  Effect of Termination                                      63

    SECTION 13.  MISCELLANEOUS PROVISIONS                                64
        13.1  Certain Definitions                                        64
        13.2  Notices                                                    72
        13.3  Governing Law                                              73
        13.4  Amendments and Waivers                                     73
        13.5  Severability                                               74
        13.6  Incorporation of Exhibits and Schedules                    74
        13.7  No Third-Party Beneficiaries                               74
        13.8  Entire Agreement                                           74
        13.9  Specific Performance                                       74
        13.10  No Strict Construction                                    74
        13.11  Succession and Assignment                                 74
        13.12  Counterparts                                              75
        13.13  Headings                                                  75
        13.14  Time of the Essence; Computation of Time                  75

                         Index to Exhibits and Schedules

              Schedule 1.3              Reference Balance Sheet Accounting
                                        Policies and Basis of Preparation
              Schedule 5.3              Details of the Companies
              Schedule 5.4              Details of the Subsidiaries
              Schedule 5.5(a)           Financial Statements
              Schedule 5.5(b)           Projections
              Schedule 5.6              Interim Changes
              Schedule 5.7              Undisclosed Liabilities
              Schedule 5.8              Litigation
              Schedule 5.9(a)           Legal Compliance
              Schedule 5.9(b)           Permits and Licenses
              Schedule 5.10(a)          Contracts
              Schedule 5.10(b)          Exceptions to Contracts
              Schedule 5.11             Compliance; Change of Control
              Schedule 5.13(a)          Real Property: Owned or Leased
              Schedule 5.13(b)          Exceptions to Owned Property
              Schedule 5.13(c)          Exceptions to Leased Property
              Schedule 5.14             Tax Matters
              Schedule 5.15             Receivables
              Schedule 5.17             Tangible Property
              Schedule 5.18             Proprietary Rights
              Schedule 5.19             Suppliers and Customers
              Schedule 5.20             Employee Benefit Plans
              Schedule 5.21             Labor Matters
              Schedule 5.22             Insurance
              Schedule 5.23             Company Services
              Schedule 5.24             Transactions With Affiliates
              Schedule 5.25             Environmental Matters
              Schedule 6.4              Transfer of Stock
              Schedule 6.14(a)(i)       Equipment Leases
              Schedule 6.14(a)(ii)      Retained Operating Leases
              Schedule 6.14(b)          Indebtedness Not Repaid; Liens Not
                                        Released
              Schedule 7.19             Material Consents

              Exhibit A -       Escrow Agreement
              Exhibit B -       DynCorp Class C Approval
              Exhibit C -       Employees List
              Exhibit D -       Confidentiality Letter
              Exhibit E -       Corporate Services Letter Agreement
              Exhibit F -       Opinion of Counsel for DynCorp and Seller
              Exhibit G -       Opinion of Counsel for ALPHA and Buyer


                    PURCHASE AND SALE AGREEMENT

          PURCHASE AND SALE AGREEMENT (this "Agreement") dated as
of  August  8,  1995, by and among ALPHA Airports  Group  Plc,  a
company  organized under the laws of England ("ALPHA"), ALPHA  US
Holdings, Inc., a Delaware corporation ("Buyer") and an  indirect
wholly owned subsidiary of ALPHA, DynCorp, a Delaware corporation
("DynCorp"),  and  DynCorp Aviation Services,  Inc.,  a  Virginia
corporation ("Seller") and a wholly owned subsidiary of  DynCorp.
Capitalized  terms  used herein but not otherwise  defined  shall
have the meaning set forth in Section 13.1.

           WHEREAS, Seller owns, directly or indirectly,  all  of
the  issued and outstanding capital stock of the Companies,  each
of which is engaged in, and which together comprise, the entirety
of the commercial aviation-ground handling services businesses of
Seller  and  its  Subsidiaries (which principally  includes  line
maintenance,  cargo  handling,  baggage  handling  and  locating,
aircraft cleaning, passenger handling services, fueling, de-icing
and  all  other  services  generally furnished  or  available  at
commercial airports provided to commercial customers) (also known
as the "General Services Group" of DynCorp) (the "Business");

           WHEREAS, on July 28, 1995 Seller transferred to  DynAv
Services,  Inc.,  a newly formed Delaware corporation  ("Parent")
and  wholly  owned subsidiary of Seller, all of  the  outstanding
capital stock of certain of the Companies held directly by Seller
such  that  following such transfer, Parent  holds,  directly  or
indirectly, all of the outstanding capital stock of  all  of  the
Companies (except as set forth on Schedule 5.3 hereto) as of  the
date hereof (the "Parent Contribution");

           WHEREAS, the outstanding capital stock of Parent as of
the   date  hereof  consists  of  100  shares  of  common   stock
authorized,  all  of  which  are  issued  outstanding  and   held
beneficially and of record, by the Seller.

           WHEREAS,  Buyer  wishes to purchase from  Seller,  and
Seller wishes to sell to Buyer, the Business through the purchase
and  sale  of  all  of the outstanding capital  stock  of  Parent
subject to the terms and conditions hereinafter set forth; and

          WHEREAS, ALPHA is agreeable to guaranteeing in favor of
Seller the obligations of Buyer hereunder;

          NOW THEREFORE, in consideration of the mutual covenants
contained  herein and other good and valuable consideration,  the
receipt  and  sufficiency  of which is hereby  acknowledged,  the
parties to this agreement agree as follows:

1               PURCHASE AND SALE OF SHARES.

          1.1 Purchase and Sale of Shares.  Subject to the terms
and conditions  of  this Agreement, Seller agrees  to  sell,  convey,
assign,  transfer  and deliver to Buyer, (or, at  the  option  of
Buyer,   to   one  or  more  direct  or  indirect  wholly   owned
Subsidiaries  of  Buyer designated by Buyer (its  "designee(s)"),
and  Buyer  agrees  to  purchase (or  cause  its  designee(s)  to
purchase)  from  Seller all of the outstanding capital  stock  of
Parent as hereinabove recited (the "Stock") free and clear of any
Lien, for the consideration specified below in this Section 1.

          1.2 Purchase Price.

          (a) Buyer agrees to pay to Seller an aggregate of
$122,000,000,  subject to adjustment in accordance  with  Section
1.3 below (as so adjusted, the "Purchase Price").

          (b) Concurrently with the execution of this Agreement,
Buyer  shall  deposit with the Escrow Agent  $5,000,000  by  wire
transfer  to an interest-bearing escrow account pursuant  to  the
terms of an escrow agreement dated as of the date hereof, a  copy
of   which   is  attached  hereto  as  Exhibit  A  (the   "Escrow
Agreement").  In the event the Closing does not occur, the Escrow
Agent shall either refund the Deposit to Buyer or pay the Deposit
to  Seller  in the circumstances and in the manner set  forth  in
Section 12 and pursuant to the terms of the Escrow Agreement.

          (c) At the Closing, Buyer shall pay or cause to be paid
$117,000,000  of the Purchase Price by wire transfer  to  Seller;
provided,  that Buyer may by agreement with Seller, on behalf  of
Seller,  remit  a  portion  of such  amount  specified  by  Buyer
directly  to  the obligees on the Equipment Leases in  connection
with  the  actions  contemplated  by  Section  6.14(a)  and   the
transferor of accounts receivable in connection with the  actions
contemplated by Section 6.14(d).

          1.3  Purchase Price Determination.

          (a)  Preparation of Closing Balance Sheet.

               (i)   After the Closing Date, Buyer shall prepare a
consolidated balance sheet of the Parent and the Companies as  of
the  close of business on the Closing Date (the "Closing  Balance
Sheet").

               (ii)  Buyer shall instruct its auditors to conduct a review
of the Closing Balance Sheet.

               (iii) On or prior to the 120th day following the Closing
Date, Buyer shall deliver to Seller:

                    (A) the Closing Balance Sheet;
                    (B) a statement of the Tangible Net Worth on the basis of
the Closing Balance Sheet; and
                    (C) a statement of the adjustments (if any) required to be
made  to  the  Purchase  Price  pursuant  to  the  provisions  of
Section 1.3(c) below.

               (iv)  The Closing Balance Sheet shall (A) comprise a
consolidated  balance sheet of the Parent Group prepared  in  the
same  format  as  the Reference Balance Sheet,  (B)  include  all
assets  and  liabilities  which have  been   transferred  to,  or
assumed by, respectively, the Parent Group in accordance with the
terms  hereof,  (C)  exclude all assets and  liabilities  to  the
extent that they have been retained or assumed by DynCorp, Seller
or  any  of their respective Subsidiaries (other than any members
of the Parent Group) and (D) shall be prepared in accordance with
the  accounting  policies and basis of preparation  specified  in
Schedule 1.3 hereto.

               (v)   Seller and DynCorp, on the one hand, and Buyer and
ALPHA,  on  the  other,  shall afford  to  Buyer's  and  Seller's
respective  auditors  reasonable access  during  normal  business
hours  to  their  respective personnel, premises, papers,  books,
accounts,  records and returns in each case as may reasonably  be
required   by   Buyer's  and  Seller's  respective  auditors   in
connection with the preparation and review of the Closing Balance
Sheet and the statements referred to in Sections 1.3(a)(iii)  and
1.3(b)(i).

               (vi)  The out-of-pocket, third party costs and expenses
incurred  in  preparing  the  Closing  Balance  Sheet   and   the
statements  referred  to in Section 1.3(a)(iii)  above  shall  be
borne 50% by Seller and 50% by Buyer.

          (b)  Dispute Resolution.

               (i)   On  or prior to the 45th day after Seller's
receipt  of  the  Closing Date Balance Sheet and  the  statements
described  in  clauses  (A) and (B) of Section  1.3(a)(iii)  (the
"Adjustment Statements"), Seller may give Buyer a written  notice
stating  in  reasonable detail Seller's objections (an "Objection
Notice")  to  the Closing Date Balance Sheet and/or  any  of  the
Adjustment  Statements.   If  Seller  does  not  give  Buyer   an
Objection Notice within such 45-day period, then the Closing Date
Balance  Sheet  and the Adjustment Statements will be  conclusive
and  binding upon the parties and the Tangible Net Worth and  the
adjustments set forth in the Adjustment Statements will  likewise
be binding on the parties for purposes of Section 1.3(c) below.

               (ii)   If  Seller timely gives an  Objection
Notice  as described in Section 1.3(b)(i) above, then Seller  and
Buyer  will  attempt  amicably  to  resolve  their  disputes   as
reflected  in the Objection Notice, and any amount agreed  to  in
writing  by  Seller and Buyer as the Tangible Net Worth  and  the
other adjustments described in the Adjustment Statements will  be
conclusive  and binding upon the parties for purposes of  Section
1.3(c) below.

               (iii)  If Seller and Buyer do not resolve all
disputes as reflected in the Objection Notice on or prior to  the
30th  day  after the Objection Notice is given, then  Seller  and
Buyer   will   retain  a  mutually  acceptable   internationally-
recognized  accounting firm and office thereof (the  "Independent
Accounting Firm") to determine the Tangible Net Worth as  of  the
Closing Date as soon as practicable and, in any event, within  30
days,  all  in accordance with the standards and definitions  set
forth  herein and in Section 1.3(a)(iv) above.  The Tangible  Net
Worth  as  of  the  Closing Date determined  by  the  Independent
Accounting  Firm will be conclusive and binding upon the  parties
for  purposes of Section 1.3(c) below.  The fees and expenses  of
the Independent Accounting Firm will be paid 50% by Buyer and 50%
by Seller.

          (c) Adjustment to Purchase Price.

               (i)  For the purposes of this Section 1.3, the "Tangible Net
Worth"  shall mean the aggregate consolidated value of the  fixed
and  current assets (other than intangible assets), as  disclosed
on  the  Closing  Balance Sheet minus the aggregate  consolidated
value  of  the liabilities of the Parent Group set forth thereon.
For  the  avoidance of doubt, "Tangible Net Worth" shall  exclude
the  Equipment Leases, Indebtedness and intra-group balances only
if  and  insofar as the same are fully extinguished,  discharged,
cancelled and/or forgiven pursuant to Section 6.14.

               (ii) If the Tangible Net Worth is (A) greater than
$37,700,000,  then the Purchase Price shall be increased  by  the
amount of such excess and (B) less than $37,700,000, the Purchase
Price shall be reduced by an amount equal to such shortfall,  and
the  payment of either amount set forth in clause (A) or (B),  as
the  case may be, shall be made in accordance with Section 1.3(d)
hereof.

          (d)    Method of Payment; Treatment.  Any amount to be paid
pursuant  to this Section 1.3 will be paid promptly (but  in  any
event,  within  five  (5)  Business Days)  by  wire  transfer  in
immediately  available funds to an account or accounts  specified
by  Buyer or Seller, as the case may be.  Any amount to  be  paid
pursuant to this Section 1.3 will be treated as an adjustment  to
the Purchase Price for all purposes.


2                 CLOSING; CLOSING DATE.

          2.1  Closing; Closing Date.  The Closing shall take place at
the  offices of Kirkland & Ellis, 153 East 53rd Street, New York,
New  York 10022, at 11:59 p.m. local time, on August 31, 1995  or
on the first Business Day following the satisfaction or waiver of
all  conditions to Closing set forth in Sections 7 and 8 or  such
other  time,  date  and place as Buyer and  Seller  may  mutually
determine;  provided, that in no event shall  the  Closing  occur
later than September 15, 1995.  The time and date upon which  the
Closing occurs is herein called the "Closing Date."

          2.2  Delivery of Stock.  At the Closing, Seller shall
deliver  to  Buyer  stock certificates representing  all  of  the
Stock, duly endorsed in blank or accompanied by stock powers duly
executed in blank, in proper form for transfer.


3.                REPRESENTATIONS AND WARRANTIES  OF  SELLER  AND
DYNCORP.    Seller  and  DynCorp  hereby  jointly  and  severally
represent  and  warrant to Buyer and ALPHA  that  the  statements
contained  in this Section 3 are correct and complete as  of  the
date hereof.

          3.1  Organization. Each of Seller and DynCorp is duly
organized, validly existing, and in good standing under the  laws
of the state of its incorporation and has all necessary corporate
power  and authority to own and operate its respective properties
and carry on the Business as now conducted.

          3.2  Authorization.  Each of Seller and DynCorp has full
corporate  power  and  authority  to  execute  and  deliver  this
Agreement   and  to  perform  fully  its  respective  obligations
hereunder.   This Agreement has been duly executed and  delivered
and  constitutes the valid and legally binding obligation of each
of  Seller and DynCorp, enforceable in accordance with its  terms
and  conditions, subject to applicable bankruptcy, insolvency and
other  similar  laws affecting the enforceability  of  creditors'
rights generally, general equitable principles and the discretion
of  courts in granting equitable remedies.  Other than  (i)  with
respect  to the Hart-Scott-Rodino Improvements Act of 1976  ("HSR
Act"),  (ii)  in  connection  with the  actions  contemplated  by
Section  6.14(f), or (iii) as set forth in Schedule 7.19, neither
Seller  nor DynCorp needs to give any notice to, make any  filing
with,  or  obtain any authorization, consent or approval  of  any
Governmental   Body  in  order  to  consummate  the  transactions
contemplated  by  this  Agreement.  The  holders  representing  a
majority  of  the  outstanding  shares  of  DynCorp's   Class   C
Convertible  Preferred  Stock, par value $0.10  per  share,  have
provided written and unconditional approval of the execution  and
delivery  of  this  Agreement  by  DynCorp  and  Seller  and  the
consummation of all of the transactions contemplated hereby,  all
in  accordance with DynCorp's certificate of incorporation as  in
effect  on  the  date hereof (the "DynCorp Class C Approval"),  a
copy of which is attached hereto as Exhibit B.

          3.3  No Conflicts.  Neither the execution and delivery of
this   Agreement,  nor  the  consummation  of  the   transactions
contemplated hereby, will (a) violate any constitution,  statute,
regulation,  rule, injunction, judgment, order,  decree,  ruling,
charge,  or other restriction of any Governmental Body, or  court
to  which  Seller or DynCorp is subject or any provision  of  its
respective charter or bylaws, or (b) except with respect  to  any
obligations  that  will  be extinguished and  satisfied  in  full
pursuant  to the terms hereof, 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 material  agreement,
contract,  lease,  license, instrument or  other  arrangement  to
which  Seller or DynCorp is a party or by which Seller or DynCorp
is  bound  or  to  which any of Seller's or DynCorp's  assets  is
subject.

          3.4  No Brokers.  Neither Seller nor DynCorp has any
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 Buyer,  ALPHA  or  any
member of the Parent Group could become liable or obligated.

          3.5 Title to Stock.  Parent holds of record and owns
beneficially, directly or indirectly,  the number  of  shares  of
capital stock of each Company set forth on Schedule 5.3, free and
clear  of  any  restrictions on transfer, Taxes, Liens,  options,
warrants,  purchase  rights,  contracts,  commitments,  equities,
claims, and demands.  None of  DynCorp, Seller, or any member  of
the  Parent  Group  is a party to any option,  warrant,  purchase
right,  or  other  contract  or  commitment  that  could  require
DynCorp,  Seller,  or  any member of the Parent  Group  to  sell,
transfer, or otherwise dispose of any capital stock of any member
of  the  Parent  Group  (other than  this  Agreement).   None  of
DynCorp, Seller, or any member of the Parent Group is a party  to
any voting trust, proxy, or other agreement or understanding with
respect to the voting of the capital stock of any member  of  the
Parent Group.


4.                REPRESENTATIONS  AND WARRANTIES  OF  BUYER  AND
ALPHA.   Buyer  and ALPHA hereby jointly and severally  represent
and  warrant to Seller and DynCorp that the statements  contained
in this Section 4 are correct and complete as of the date hereof:

          4.1 Organization.  Each of Buyer and ALPHA is a corporation
duly  organized, validly existing and in good standing under  the
laws  of  the  jurisdiction  of  its  organization  and  has  all
necessary  corporate power and authority to own and  operate  its
respective properties and carry on its respective business as now
conducted.

          4.2 Authorization. Each of Buyer and ALPHA has full
corporate  power  and  authority  to  execute  and  deliver  this
Agreement  and  to  perform  its  obligations  hereunder.    This
Agreement has been duly executed and delivered by each  of  Buyer
and  ALPHA and constitutes a valid and binding obligation of each
of  Buyer and ALPHA, enforceable against each of Buyer and  ALPHA
in  accordance with its terms, subject to applicable  bankruptcy,
insolvency and other similar laws affecting the enforceability of
creditors' rights generally, general equitable principles and the
discretion of courts in granting equitable remedies.  Other  than
with  respect to the HSR Act, neither Buyer nor ALPHA  need  give
any notice to, make any filing with, or obtain any authorization,
consent,  or  approval  of  any Governmental  Body  in  order  to
consummate the transactions contemplated by this Agreement.

          4.3 No Conflict.  Neither the execution and the delivery of
this   Agreement,  nor  the  consummation  of  the   transactions
contemplated hereby, will (a) violate any constitution,  statute,
regulation,  rule, injunction, judgment, order,  decree,  ruling,
charge,  or other restriction of any Governmental Body, or  court
to  which  Buyer  or  ALPHA is subject or any  provision  of  its
charter  or  bylaws or (b) 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  material  agreement,
contract,  lease,  license, instrument, or other  arrangement  to
which  Buyer  or ALPHA is a party or by which it is bound  or  to
which any of its assets is subject.

          4.4 No Brokers.  Neither Buyer nor ALPHA has any 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 Seller or DynCorp could become liable or
obligated.


5.                REPRESENTATIONS AND WARRANTIES  CONCERNING  THE
COMPANIES.   Seller  and  DynCorp hereby  jointly  and  severally
represent  and  warrant to Buyer and ALPHA  that  the  statements
contained  in this Section 5 are correct and complete as  of  the
date hereof, as to each member of the Parent Group except as  set
forth in the Schedules referred to in this Section 5.

          5.1 Organization, Qualification, and Corporate Power.  Each
member  of  the  Parent  Group is a corporation  duly  organized,
validly  existing, and in good standing under  the  laws  of  the
jurisdiction  of its incorporation.  Each member  of  the  Parent
Group  is  duly  authorized to conduct business and  is  in  good
standing   under  the  laws  of  each  jurisdiction  where   such
qualification is required, except where the failure to so qualify
would  not have a Location Material Adverse Effect.  Each  member
of  the  Parent Group has full corporate power and authority  and
all  material licenses, permits, and authorizations necessary  to
carry  on  the businesses in which it is engaged and in which  it
presently  proposes to engage and to own and use  the  properties
owned and used by it.  Seller has delivered to Buyer correct, up-
to-date  and  complete copies of the charter and bylaws  of  each
member of the Parent Group (as amended to date) and these set out
in  full  the  rights and restrictions attaching to  the  capital
stock  of  each  member of the Parent Group.   The  minute  books
(containing  the  records of meetings of  the  stockholders,  the
board of directors, and any committees of the board of directors)
and  the  stock  records of each member of the Parent  Group  are
correct, up-to-date and complete.  No member of the Parent  Group
is  in  default  under or in violation of any  provision  of  its
charter or bylaws.

          5.2  No Conflict.  Neither the execution and the delivery of
this   Agreement,  nor  the  consummation  of  the   transactions
contemplated hereby, will (a) violate any constitution,  statute,
regulation,  rule, injunction, judgment, order,  decree,  ruling,
charge,  or other restriction of any Governmental Body, or  court
to  which  any  member  of the Parent Group  is  subject  or  any
provision  of the charter or bylaws of any member of  the  Parent
Group or (b) except with respect to any obligations that will  be
extinguished and satisfied in full pursuant to the terms  hereof,
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   material  agreement,  contract,   lease,   license,
instrument,  or  other arrangement to which  any  member  of  the
Parent  Group 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 or Lien on any of the Stock).  No  member
of  the Parent Group needs to give any notice to, make any filing
with,  or obtain any authorization, consent, or approval  of  any
Governmental  Body  in order for the parties  to  consummate  the
transactions contemplated by this Agreement.

          5.3 Capitalization.  The authorized capital stock of each
of  the  Companies is as set forth on Schedule 5.3.   All of  the
issued and outstanding shares of the capital stock of each of the
Companies  (the "Company Shares") have been duly authorized,  are
validly issued, fully paid and nonassessable, and, except as  set
forth  on  Schedule  5.3, are owned of record  and  beneficially,
directly  or indirectly, by the Parent, free and clear of  Liens,
in the amounts set forth in Schedule 5.3, which amounts represent
all of the issued and outstanding shares of capital stock of each
Company.   No  other Person has or shares any direct or  indirect
interest or right with respect to the Company Shares.  There  are
no preemptive rights or rights of first refusal or similar rights
on  the  part  of  any holder of any class of securities  of  any
Company.    There  are  no  outstanding  or  authorized  options,
warrants, conversion or other rights, agreements or commitment of
any  kind  authorized or in effect which call for the present  or
future  allotment, issue, sale or transfer of, or  grant  to  any
Person  the  right (whether exercisable now or in the future  and
whether  conditional  or not) to call for the  allotment,  issue,
sale  or transfer of, any capital stock of any Company (including
by  way  of  option  or  under any right of  conversion  or  pre-
emption).   There are no outstanding stock appreciation,  phantom
stock, profit participation or similar rights with respect to any
Company.    There  are  no  voting  trusts,  proxies,  or   other
agreements  or understandings with respect to the voting  of  any
capital stock of any Company.

          5.4  Subsidiaries; Parent.

          (a) Except as set forth on Schedule 5.4 hereto, no Company
has any right to acquire any capital stock of or any interest  in
any other Person, and no Company has or has had any Subsidiary.

          (b)  Schedule 5.3 hereto sets forth for the Parent
(i)  its name and jurisdiction of incorporation, (ii) the  number
of  shares  of  authorized capital stock of  each  class  of  its
capital  stock,   and (iii) the number of issued and  outstanding
shares  of  each  class of its capital stock, the  names  of  the
holders  thereof,  and the number of shares  held  by  each  such
holder.   All  of  the issued and outstanding shares  of  capital
stock  of  the Parent have been duly authorized and  are  validly
issued, fully paid and nonassessable.  The Seller holds of record
and  owns  beneficially all of the outstanding shares of  capital
stock  of  the  Parent,  free and clear of  any  restrictions  on
transfers,  Taxes,  Liens,  options, warrants,  purchase  rights,
contracts, commitments, equities, claims and demands.  There  are
no  outstanding  or authorized options, warrants,  conversion  or
other rights, agreements or commitments of any kind authorized or
in  effect which call for the present or future allotment, issue,
sale  or  transfer of, or grant to any Person the right  (whether
exercisable now or in the future and whether conditional or  not)
to  call  for  the  allotment, issue, sale or  transfer  of,  any
capital stock of the Parent (including by way of option or  under
any   right  of  conversion  or  pre-emption).   There   are   no
outstanding    stock   appreciation,   phantom   stock,    profit
participation  or  similar rights with  respect  to  the  Parent.
There  are  no  voting  trusts, proxies or  other  agreements  or
understandings with respect to the voting of any capital stock of
the  Parent.   Except as set forth on Schedule  5.4,  the  Parent
(A)  owns  no  assets  other than the  shares  of  capital  stock
acquired  by it in each of the Companies pursuant to  the  Parent
Contribution;  (B) has no liabilities whatsoever;  (C)  does  not
conduct  any business, and has never conducted any business,  and
has  not  at  any  time entered into any contract or  contractual
arrangement  with  any  third party other  than  the  arrangement
comprising the Parent Contribution; and (D) has no employees  and
has never had any employees.

          5.5 Financial Statements; Projections.

          (a)   Attached  hereto  as  Schedule  5.5(a)  are
(i) the audited combined balance sheets, and the audited combined
statements  of earnings, shareholders' equity and cash  flows  of
the Companies for the years ended December 31, 1992, December 31,
1993, and December 31, 1994 including the notes thereto, together
with  the relevant auditors' report with respect thereto and (ii)
the unaudited proforma consolidated adjusted balance sheet of the
Companies  as  of  December  31,  1994  (the  "Reference  Balance
Sheet").    All   of  the  foregoing  financial  statements   are
hereinafter  collectively referred to as the  "Company  Financial
Statements."  Except as set forth in Schedule 5.5(a), the Company
Financial  Statements  have  been  prepared  from,  and  are   in
accordance  with,  the  books  and  records  of  Seller  and  the
Companies  are  correct  and complete,  and  fairly  present  the
transactions,  assets and liabilities of the  Companies  and  the
consolidated  financial  position  and  consolidated  results  of
operations  of the Companies as of the dates and for the  periods
indicated,  in  each case in accordance with GAAP  applied  on  a
consistent basis.

          (b)   Attached  hereto  as  Schedule  5.5(b)  are
projected  balance sheets, and projected statements  of  earnings
and cash flows for the Companies for the period indicated therein
(the "Projections").  Such Projections have been prepared by  the
Seller  and DynCorp in good faith and nothing has to come to  the
attention of DynCorp or Seller which could reasonably be expected
to  lead  it  to  believe  that the assumptions  upon  which  the
Projections were based are unreasonable.

          5.6 Interim Changes.  Except as set forth on Schedule 5.6
hereto, since the date of the Reference Balance Sheet, there have
not been any changes which could reasonably be expected to have a
Material  Adverse  Effect  or Location Material  Adverse  Effect.
Without limiting the generality of the preceding sentence, except
as set forth on Schedule 5.6 or as expressly contemplated by this
Agreement (including, without limitation, the Parent Contribution
and  Section  6 hereof), since the date of the Reference  Balance
Sheet, none of the Companies has:

          (a)  experienced a material adverse change in any
relationship   with   its  suppliers,  customers,   distributors,
brokers,  lessors or others, other than changes in  the  ordinary
course of business, consistent with past custom and practice;

          (b)  sold, leased, transferred, or assigned any of its
assets, tangible or intangible, other than for fair consideration
in  the  ordinary course of business, consistent with past custom
and practice;

          (c)  entered into any agreement, contract, lease, or license
(or  series of related agreements, contracts, leases or licenses)
involving more than $50,000 individually to which it is  a  party
or  by  which  it  is bound nor modified the terms  of  any  such
existing contract or agreement, other than in the ordinary course
of business consistent with past custom and practice;

          (d) engaged in any activity which has resulted in any
unusual acceleration or delay of the collection of its account or
notes  receivables or any delay in the payment  of  its  accounts
payables,  in  each  case other than in the  ordinary  course  of
business consistent with past custom and practice;

          (e) (nor has any other party) accelerated, terminated,
modified or cancelled any Permit or agreement, contract, lease or
license involving more than $50,000 individually to which it is a
party or by which it is bound;

          (f) suffered damages, destruction or loss, whether or not
covered  by insurance, affecting any property or assets owned  or
used by it having a Location Material Adverse Effect;

          (g) adopted, modified, amended or terminated any bonus,
profit-sharing,  incentive, severance,  or  other  similar  plan,
contract,  or commitment for the benefit of any of its directors,
officers, or employees, nor has it taken any action with  respect
to any other Benefit Plan;

          (h) made any change in the employment terms (including any
increase  in  the  base compensation) for any of  its  directors,
officers and employees except in the ordinary course of business,
consistent with past custom and practice;

          (i) been subject to any Lien placed on any of its assets or
properties, tangible or intangible;

          (j) made any capital expenditure other than in the ordinary
course of business consistent with past custom and practices;

          (k) made any other investment (or series of related invest
ments)  either  involving  more  than  $100,000  or  outside  the
ordinary  course  of  business consistent with  past  custom  and
practice;

          (l) issued any note, bond, or other debt security or
created,   incurred,  assumed,  or  guaranteed  any  Indebtedness
involving more than $100,000 individually.

          (m) delayed or postponed the payment of the accounts
payable  and  other  Liabilities outside the ordinary  course  of
business, consistent with past custom and practice;

          (n) cancelled, compromised, waived, or released any right
or  claim  (or  series  of  related  rights  and  claims)  either
involving  more than $100,000 or outside the ordinary  course  of
business, consistent with past custom and practice;

         (o) made or authorized any change in its charter or bylaws;

         (p) 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;

         (q) declared, set aside, or paid any dividend or made any
distribution with respect to its capital stock (whether  in  cash
or  in kind) or redeemed, purchased, or otherwise acquired any of
its capital stock;

         (r) made or been subject to change in its accounting
practices,  procedures  or  methods or  in  its  cash  management
practices;

         (s) entered into or become party to any agreement,
arrangement or transaction with any of its Affiliates or  any  of
its  directors,  officers, employees or stockholders,  including,
without  limitation, any (i) loan or advance funds, or  made  any
other  payments,  to  any of its directors, officers,  employees,
stockholders or Affiliates, or (ii) creation or discharge of  any
intercompany  account,  other than  in  the  ordinary  course  of
business consistent with past practice;

         (t) experienced any adverse changes with respect to its
Proprietary Rights;

         (u) experienced any material changes in the amount or scope
of coverage of insurance now carried by it;

         (v) undergone any capital reorganization (other than the
Parent Contribution) or change in its capital structure; and

         (w) committed to do any of the foregoing.

      Since  the date of the Reference Balance Sheet the Business
has  been carried on in the ordinary and usual course of business
without  interruption and so as to maintain the same as  a  going
concern.

          5.7 Absence of Undisclosed Liabilities.  Except as set
forth  on Schedule 5.7 hereto, no member of the Parent Group  has
any Liability (and to DynCorp's and Seller's Knowledge, there  is
no  basis  for  any  present or future action, suit,  proceeding,
hearing,  investigation,  charge,  complaint,  claim,  or  demand
against any of them giving rise to any Liability), except for (a)
Liabilities set forth on the face of the Reference Balance  Sheet
and  (b)  Liabilities which have arisen after  the  date  of  the
Reference Balance Sheet in the ordinary course of business (which
shall  not  be deemed to include any Liabilities resulting  from,
arising out of, relating to, in the nature of, or caused  by  any
breach  of  contract, breach of warranty, tort, infringement,  or
violation of law).

          5.8 Litigation.

          (a) Schedule 5.8 sets forth each instance in which any
member  of  the  Parent Group (i) is subject to  any  outstanding
injunction, judgment, order, decree, ruling, complaint or  charge
or  (ii) involved in or, to DynCorp's and Seller's Knowledge,  is
threatened   to   be  made  involved  in  any  civil,   criminal,
administrative, labor or arbitration proceedings (except for  the
collection of debts in the ordinary course of business).   Except
as  set  forth  in  Schedule 5.8, none  of  the  actions,  suits,
proceedings, hearings, and investigations set forth  on  Schedule
5.8,  to  DynCorp's and Seller's knowledge, could result  in  any
change  in the business, financial condition, operations, results
of  operations, or future prospects of any member of  the  Parent
Group  which would have a Material Adverse Effect or  a  Location
Material  Adverse  Effect.  To DynCorp's and Seller's  Knowledge,
there  are  no  existing facts or circumstances  which  give  any
reason  to  believe  that  any  such  action,  suit,  proceeding,
hearing,  or  investigation may be brought or threatened  against
any member of the Parent Group.

          (b) No member of the Parent Group is subject to any
material  order  or judgment given by any court  or  Governmental
Body  and  has  not been a party to any undertaking or  assurance
given  to any court or Governmental Body which is still in  force
nor, to DynCorp's and Seller's Knowledge, are there any facts  or
circumstances  which  (with or without the giving  of  notice  or
lapse  of  time) would be likely to result in any member  of  the
Parent  Group  becoming subject to such an order or  judgment  or
being  required  to  be  a  party  to  any  such  undertaking  or
assurance.

          5.9 Legal Compliance; Permits and Licenses.

          (a) Except as set forth in Schedule 5.9(a) or Schedule
5.25,  each  member  of  the Parent Group  and  their  respective
predecessors,  Subsidiaries and Affiliates has  complied  in  all
material  respects  with  all applicable laws  (including  rules,
regulations,   codes,  plans,  injunctions,  judgments,   orders,
decrees,  rulings,  and charges thereunder)  of  federal,  state,
local,  and  foreign  authority or  Governmental  Body,  and,  to
DynCorp's  and  Seller's Knowledge, no action, suit,  proceeding,
hearing,  investigation,  charge, complaint,  claim,  demand,  or
notice  has  been filed or commenced and is currently outstanding
against any of them alleging any failure so to comply.

          (b) Schedule 5.9(b) sets forth all permits, licenses and other
governmental authorizations needed by the Companies to  carry  on
their  businesses  and  which, if not held  or  obtained  by  the
Companies,  could  reasonably  be expected  to  have  a  Location
Material  Adverse Effect (the "Permits"), all of which have  been
obtained  and  are  in full force and effect and  have  not  been
modified or amended.  No member of the Parent Group is in  breach
of  any  such  Permits, and to DynCorp's and Seller's  Knowledge,
there   are  no  existing  facts  or  circumstances  which  could
reasonably  be  expected  to cause  any  of  the  Permits  to  be
suspended, cancelled, revoked or not renewed in whole or in part.
Schedule  5.9(b)  sets forth all third party consents  needed  by
DynCorp, Seller, or any member of the Parent Group in relation to
the Permits to consummate the transactions contemplated hereby.

          5.10 Contracts and Other Agreements.

          (a) Other than this Agreement or as described  on
Schedule 5.10(a) hereto, no member of the Parent Group is a party
to,  nor are any of them or their respective assets or properties
bound by or subject to, any written or oral:

               (i)  agreement for the lease of real or personal property
(including  tangible assets) to or from any Person providing  for
lease  payments  in excess of $50,000 per annum  individually  or
$500,000  in the aggregate (provided that no such lease involving
lease  payments of less than $25,000 per annum shall be  included
in determining the $500,000 aggregate amount).

               (ii) agreement for the purchase or sale of raw materials,
commodities, supplies, products, or personal property, or for the
furnishing  or receipt of services, the performance  or  life  of
which  will extend over a period of more than one year or  result
in  a  loss to any Company or involve consideration in excess  of
$50,000 individually or $500,000 in the aggregate (provided  that
no   such   agreement  that  results  in  a  loss   or   involves
consideration  of  less  than  $25,000  shall  be   included   in
determining the $500,000 aggregate amount).

               (iii) contract or other agreement with any current or former
officer,  director, agent or other representative, including  any
pension,  profit  sharing, stock option,  stock  purchase,  stock
appreciation, deferred compensation, fee, severance or other plan
or  arrangement  providing for deferred or other compensation  to
employees  or any other employee benefit, welfare or  stock  plan
which  is  not  described  on Schedule  5.10(a)  hereto,  or  any
contract  or  other agreement with any labor union or association
representing any employee;

               (iv) contract or other agreement or arrangement not in the
ordinary  course  of  business consistent with  past  custom  and
practice,  or which provides for the grant to any Person  of  any
preferential rights to purchase any of its assets or properties;

               (v) service or handling agreement or contract with any
commercial  or  other  aviation business pursuant  to  which  the
Company  receives  revenues at a rate in excess  of  $50,000  per
annum;

               (vi)  joint venture agreement or partnership;

               (vii) license or other agreement pursuant to which
Proprietary  Rights  (other  than  mass-marketed  software)   are
licensed by or to any Company;

               (viii) contract or other agreement containing obligations or
liabilities  of  any  kind to holders of  capital  stock  of  any
Company as such;

               (ix)  agreement containing covenants of confidentiality or
noncompetition;

               (x)   contract or other agreement relating to the acquisition
by  any Company of any operating business or the capital stock of
any other Person;

               (xi)  agreement under which it has created, incurred, assumed,
or guaranteed any Indebtedness in excess of $100,000 or under  which
it  has  imposed  a  Lien  on  any of  its  assets,  tangible  or
intangible;

               (xii)  outstanding powers of attorney executed on behalf of
any Company; and

               (xiii) other agreement under which the consequences of a
default  or termination could reasonably be expected  to  have  a
Material Adverse Effect or a Location Material Adverse Effect.

          (b) With respect to each contract or agreement described on
Schedule 5.10(a) hereto (the "Contracts"), except as set forth on
Schedule 5.10(b) hereto, (i) each such Contract is legal,  valid,
binding  and  in  full  force  and  effect;  provided,  that  the
Companies' ordinary course of business includes the provision  of
services  under  agreements  of the  type  described  in  Section
5.10(a)(v)  under  unsigned  or oral contracts,  (ii)  each  such
Contract  will continue to be legal, valid, binding and  in  full
force and effect on identical terms upon the consummation of  the
transactions contemplated hereby; (iii) to DynCorp's and Seller's
Knowledge, no third party is in breach or default, and  no  event
has  occurred which with notice or lapse of time would constitute
a  breach  or  default, or permit termination,  modification,  or
acceleration  by  reason thereof, under each such  Contract;  and
(iv)  to  DynCorp's and Seller's Knowledge, no  third  party  has
repudiated any provision of each such Contract.

          (c) All copies of written Contracts that Seller has caused to
be  delivered  or  made available to Buyer are true  and  correct
copies,   each  as  currently  supplemented,  amended,  extended,
novated or otherwise modified.

          5.11 Compliance; Change of Control.

          (a) Except as described on Schedule 5.11 hereto, no Company is
in default under or in material breach in any respect of, (nor is
it in receipt of any claim of default or material breach nor does
any  fact, condition, circumstance or event exist which with  the
passage of time or the giving of notice or otherwise would result
in  a default, breach or event of noncompliance under) any of its
obligations pursuant to any Contract.

          (b) Except as specifically set forth in Schedule 5.11, the
Companies are not party to any Contract which contains a  "change
in  control," "potential change in control" or similar  provision
or  which  to  DynCorp's and Seller's Knowledge may  or  will  be
terminated as a result of consummation of this Agreement.  Except
as  specifically  set  forth in Schedule  5.11  or  as  otherwise
contemplated   by  this  Agreement,  the  consummation   of   the
transactions contemplated hereby will not (either alone  or  upon
the  occurrence of any additional acts or events) result  in  any
payment (whether of severance pay or otherwise) becoming due from
the Companies to any Person.

          5.12 No Brokers.  No member of the Parent Group has any
Liability  or  obligation to pay any fees or commissions  to  any
broker,  finder,  or  agent  with  respect  to  the  transactions
contemplated by this Agreement.

          5.13 Real Property.

          (a) Schedule 5.13(a) hereto lists with respect to each
Company:  (i)  all real property owned by each  Company  and  all
buildings  and  other improvements located on such real  property
(the  "Owned  Property");  (ii) all leases,  subleases  or  other
agreements  ("Leases")  under which each  Company  is  lessor  or
lessee  or  has any other interest of any real property  ("Leased
Property"); (iii) all options held by each Company or contractual
obligations  on its part to purchase or acquire any  interest  in
real  property; and (iv) all options granted by each  Company  or
contractual  obligations on its part to sell or  dispose  of  any
interest in real property.  Each Company  is the owner of record,
lessee under the leases or holder of the options, as the case may
be, of each of the items listed for it on Schedule 5.13.

          (b) Except as set forth on Schedule 5.13(b), with respect
to  Owned Property:   each Company owns good and marketable title
to each of its Owned Properties in fee simple absolute subject to
no Liens, encroachments or other encumbrances on title other than
the   Permitted  Liens;   there  are  no  pending  or  threatened
condemnation  proceedings,  lawsuits, or  administrative  actions
involving any Owned Property;  each Company has the right to  use
any  Owned Property owned by it for the purpose for which  it  is
being   used;    there   are  no  leases,  subleases,   licenses,
concessions,  or other agreements, written or oral, granting  any
Person the right of use or occupancy of any portion of any  Owned
Property;   there are no outstanding options or rights  of  first
refusal to purchase any Owned Property, or any portion thereof or
interest  therein;  no Person (other than the  Companies)  is  in
possession  of any Owned Property; and  all of the buildings  and
other  improvements constituting Owned Property are  structurally
sound  with no material defects, are in good condition and repair
and are adequate for their current use.

          (c) Except as listed on Schedule 5.13(c) hereto with
respect to each Lease:  (i) the Lease is legal, valid binding and
enforceable on the parties to it in accordance with its terms and
is  in full force and effect; (ii) the leasehold interest of each
Company  is subject to no Liens (other than Permitted Liens)  and
enjoys  a  right of quiet possession as against any Lien  on  the
Leased  Property;  (iii) the Lease will  continue  to  be  legal,
valid,  binding and in full force and effect on the terms thereof
upon  the  consummation of the transactions contemplated  hereby;
(iv)  to DynCorp's and Seller's Knowledge, no party to the  Lease
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 thereunder; (v) no party to the Lease has given  any
notice  of repudiation of any provision thereof;  (vi) there  are
no  disputes, oral agreements, or forbearance programs in  effect
as to the lease or sublease; and (vii) all rent and other charges
due  under such Lease have been paid in full and the current  use
of  all Leased Property complies with all terms of the applicable
lease  or  tenancy agreement under which such Leased Property  is
held.

          5.14 Tax Matters.  Except as disclosed in Schedule 5.14:

                     (a)   all Tax Returns that are due have been
timely filed when due in accordance with all applicable laws;

                     (b)  all Taxes that are due (whether or  not
shown on any Tax Return) have been timely paid when due;

                     (c) the Tax Returns that have been filed are
accurate in all respects;

                     (d)   there  are no agreements  or  consents
currently in effect for the extension or waiver of the  time  (i)
to  file  any Tax Return or (ii) for assessment or collection  of
any  Taxes  relating to any member of the Parent  Group,  and  no
Person  has  been requested to enter into any such  agreement  or
consent;

                     (e)  all Tax Returns with respect to taxable
years  ending on or prior to December 31, 1984 have been examined
and  closed,  or  are  Tax  Returns with  respect  to  which  the
applicable  statute of limitations, after giving  effect  to  any
extensions and waivers, has expired;

                     (f)   all  Taxes which each  member  of  the
Parent  Group and any Seller Group is required by law to withhold
or  collect have been duly withheld or collected, and  have  been
timely  paid over to the appropriate Governmental Bodies, except,
in  each  case,  to the extent that any failure to  so  withhold,
collect or pay would not have an adverse effect on any member  of
the Parent Group;

                     (g)   there  is no action, suit, proceeding,
investigation, audit or claim currently pending, or to  DynCorp's
and  Seller's Knowledge, threatened, regarding any Taxes relating
to any member of the Parent Group or any Seller Group;

                     (h)   all  Tax Deficiencies which have  been
claimed,  proposed or asserted against any member of  the  Parent
Group  or  any  Seller  Group have been  fully  paid  or  finally
settled;

                    (i)  no Person has executed or entered into a
closing   agreement  pursuant  to  Code  Section  7121  (or   any
comparable  provision  of state, local or foreign  law)  that  is
currently  in force and determines the Liabilities for  Taxes  of
any member of the Parent Group or any Seller Group;

                     (j)   there  is  no, and will  not  be  any,
agreement  or  consent  made under Code Section  341(f)  (or  any
comparable  provision of state, local or foreign  law)  affecting
any member of the Parent Group;

                    (k)  there are no liens, other than statutory
liens  for  Taxes not yet due and payable, for  any  Tax  on  the
assets of any member of the Parent Group;

                     (l)  there are no Tax sharing agreements  to
which  any member of the Parent Group is now or ever has  been  a
party;

                     (m)   no member of the Parent Group  (A)  is
required  to (x) treat any asset of the Parent Group as owned  by
another  person pursuant to the "safe harbor" leasing  provisions
of the Code or as "tax-exempt use property" within the meaning of
Code  Section  168(h), or (y) apply any of  the  foregoing  rules
under  any comparable foreign, state or local Tax provision;  and
(B)  has leased or currently leases property to any other  Person
under a "sale/leaseback" or similar arrangement;

                    (n)  no member of the Parent Group is a party
to  any  agreement, contract, arrangement or plan that  could  or
would  result, separately or in the aggregate, in the  obligation
to  make a payment of any "excess parachute payments" within  the
meaning  of  Code  Section 280G (or any comparable  provision  of
state, local or foreign law);

                     (o)   no member of the Parent Group  or  any
group  of  which the Parent Group is a member has agreed,  or  is
required,  to make any adjustment under Code Section  481(c)  (or
any  comparable  provision of state, local  or  foreign  law)  by
reason of a change in accounting method or otherwise;

                     (p)   no  power of attorney is currently  in
effect,  and no Tax ruling has been requested of any governmental
authority, with respect to any Tax matter relating to any  member
of the Parent Group;

                      (q)    DynCorp   has  maintained   adequate
provision for, and adequate funds to pay, Taxes payable  by  each
member of the Parent Group and each member of the Seller Group as
of  December 31, 1994, and such provision and funds, as  adjusted
for  the  passage of time through the Closing Date in  accordance
with the past custom and practices of the Companies in filing its
Tax  Returns) will be adequate for Taxes payable by the Companies
and any Seller Group as of the Closing Date;

                     (r)  each member of the Parent Group and any
Seller  Group  has  disclosed on its  federal,  state,  local  or
foreign income Tax Returns all positions taken therein that could
give  rise to an accuracy-related penalty under Code Section 6662
(or  any  corresponding provision of state, local or foreign  Tax
law);

                     (s)   since  January 1, 1983, no  unresolved
claim  has  been made with respect to any member  of  the  Parent
Group  by  a  Tax authority in a jurisdiction where such  Company
does not pay Taxes or file Tax Returns that such entity is or may
be subject to Taxes assessed by such jurisdiction;

                    (t)  no member of the Parent Group has been a
United  States  real  property  holding  corporation  within  the
meaning  of  Code Section 897(c)(2) during the applicable  period
specified in Code Section 897(c)(1)(a)(ii); and

                     (u)   no member of the Parent Group (i)  has
been,  on  or  after January 1, 1983, a member of  an  affiliated
group filing a consolidated federal income Tax Return (other than
a  group the common parent of which was DynCorp), or (ii) has any
Liability for the Taxes of any other Person, whether under Treas.
Reg.  section  1.1502-6 (or any similar provision of state,  local,  or
foreign law); as a partner, shareholder, transferee or successor;
by contract; or otherwise.

          5.15 Accounts and Notes Receivable.  Except as listed on
Schedule  5.15 hereto, all accounts and notes receivable  of  the
Companies  reflected  on  the Reference Balance  Sheet,  and  all
accounts and notes receivable arising subsequent to the  date  of
the  Reference  Balance Sheet, in each case, have arisen  in  the
ordinary  course  of business, consistent with  past  custom  and
practice, and the reserves for doubtful accounts set forth on the
Reference Balance Sheet have been established in accordance  with
past  custom and practice and are substantially adequate in light
of   the  previous  collectibility  experience  with  respect  to
accounts receivables generated by the Companies.

          5.16 Inventory.  The inventory stocks of the Companies held
on  account  of  the  Companies to the extent  reflected  on  the
Reference Balance Sheet is or was, prior to the sale thereof,  in
good and (with respect to finished goods) merchantable condition,
and  suitable  and  usable or salable in the ordinary  course  of
business for the purposes for which intended subject only to  the
reserve  for  inventory  write-down reflected  on  the  Reference
Balance  Sheet  as adjusted for the passage of time  through  the
Closing Date in accordance with past custom and practice.

          5.17 Tangible Property.  Except as set  forth  on
Schedule   5.17,  the  Companies  own  or  lease  all  buildings,
machinery,  equipment,  and other tangible  assets  used  in  the
Business.   Except as listed on Schedule 5.17 hereto,  each  such
tangible asset (a) is suitable for the purposes for which  it  is
presently used, and (b) if held on lease, is subject to  a  lease
the  terms of which are either described on Schedule 5.10 or  are
not   required  to  be  disclosed  under  Section  5.10(a).   The
Companies  have  good  and  marketable  title,  to,  or  a  valid
leasehold  interest  in, the properties and assets  used  by  it,
located on its premises, or shown on the Reference Balance  Sheet
or  acquired after the date thereof, free and clear of all  Liens
(other  than Permitted Liens), except for properties  and  assets
disposed  of  in the ordinary course of business consistent  with
past custom and practice, since the date of the Reference Balance
Sheet.

          5.18 Proprietary Rights.

          (a) Schedule 5.18 hereto contains a complete and accurate
list  of all patented and registered Proprietary Rights owned  by
the   Companies   and   all  pending  patent   applications   and
applications for the registration of Proprietary Rights owned  by
or  licensed  to  the Companies.  Schedule 5.18 also  contains  a
complete  and accurate list of (i) all trade names  used  by  the
Companies  other  than their corporate names; (ii)  all  computer
software  owned  and/or used by the Companies (other  than  mass-
marketed  software); and (iii) all material  licenses  and  other
material  rights  granted  by  the  Companies  with  respect   to
Proprietary  Rights and all material licenses and other  material
rights granted by any third party to the Companies, together with
a description of the subject matter of such licenses.

          (b) Except as set forth on Schedule 5.18:

               (i)  the Companies own and possess all right, title and
interest  in  and  to,  or has a written or implied,  enforceable
license  to use, all of the Proprietary Rights necessary for  the
operation of the Business as presently conducted and as  proposed
to be conducted, free and clear of all Liens;

               (ii) no claim by any third party contesting the validity,
enforceability, use or ownership of any Proprietary Rights  owned
or  used by the Companies has been made within the past six years
and  is  currently  outstanding or,  to  DynCorp's  and  Seller's
Knowledge, is threatened, and there are no grounds for  any  such
claim;

               (iii) none of the Companies have within the past six years
received   any  notices  of,  nor,  to  DynCorp's  and   Seller's
Knowledge, do any facts exist which indicate a likelihood of, any
infringement or misappropriation of, or other conflict  with  any
third party with respect to, any Proprietary Rights owned or used
by  the Companies nor have the Companies received within the past
six  years any claims of infringement or misappropriation of,  or
conflict with, any Proprietary Rights of any third party;

               (iv) within the past six years none of the Companies have
infringed,  misappropriated or otherwise acted in  conflict  with
any   Proprietary  Rights  of  any  third  party,  nor  will  any
infringement, misappropriation or conflict occur as a  result  of
the  continued  operation of the Business as presently  conducted
and as currently proposed to be conducted;

               (v) all Proprietary Rights that are owned or used by the
Companies  immediately  prior to the Closing  will  be  owned  or
available  for  use  by  the Companies  on  identical  terms  and
conditions immediately subsequent to Closing; and

               (vi) there is no individual Proprietary Right or license of
Proprietary Rights the loss or expiration of which would cause  a
Material Adverse Effect.

          5.19  Suppliers and Customers.  Schedule 5.19 hereto lists
each  supplier  and  customer  of  each  Company  whose  business
dealings with the Parent Group involves annual gross revenues  of
more  than  $100,000  and/or  gross  expenditures  of  more  than
$100,000,  in  each  case, for the period from  January  1,  1995
through June 30, 1995.  Except as listed on Schedule 5.19, (a) no
such  supplier  or  customer  of any  Company  has  cancelled  or
otherwise  terminated, or specifically threatened  to  cancel  or
otherwise  terminate  its relationship  with  any  Company  in  a
written or oral communication made by a Person with the authority
to  effect such termination or cancellation to an officer of  the
Companies,  (b)  to  DynCorp's and Seller's  Knowledge,  no  such
supplier has taken any action that could have a Location Material
Adverse  Effect and (c) to DynCorp's and Seller's  Knowledge,  no
such   supplier  or  customer  intends  to  cancel  or  otherwise
materially  modify  its  relationship  with  any  Company  or  to
decrease materially or limit materially its services, supplies or
materials to any Company or its usage or purchase of the services
or products of any Company.

          5.20  Employee Benefit Plans.

          (a)  Schedule 5.20 hereto lists all Company Benefit Plans.
Except as listed in Schedule 5.20, Seller and DynCorp have,  with
respect to each such Company Benefit Plan, delivered or otherwise
made available to Buyer true and complete copies of: (i) any plan
texts  and  agreements  and related trust agreements  or  annuity
contracts;  (ii)  any  summary  plan  descriptions  and  material
employee  communications;  (iii) the most  recent  annual  report
(including all schedules thereto); (iv) the most recent actuarial
valuation  (if any); (v) the most recent annual audited financial
statement and opinion (if any); and (vi) details of any  proposed
amendment  to  any  such  Company Benefit  Plan  which  has  been
announced or is being considered.

          (b) Except as listed on Schedule 5.20:

               (i) none of the Companies has any direct or indirect,
actual  or contingent Liability with respect to any Benefit  Plan
other  than  to  make  payments  to  Company  Benefit  Plans   in
accordance with the terms of such Benefit Plans;

               (ii) the Companies have made all payments due with respect
to each Benefit Plan;

               (iii) all Liabilities with respect to any Benefit Plan which
have  not been paid by the Companies have been properly reflected
on the Company Financial Statements;

               (iv) each Benefit Plan conforms to, and its administration
is  in compliance in all material respects with, ERISA, the  Code
and all other applicable laws and regulations;

               (v) there are no (A) unfunded benefit obligations with
respect to any current or former employee of the Companies, which
are  not  fairly  reflected by reserves shown  on  the  Reference
Balance  Sheet  or  (B)  reserves, assets, surpluses  or  prepaid
premiums  with respect to any Benefit Plan (other than a  Benefit
Plan qualified under Section 401(a) of the Code); and

               (vi) the consummation of the transactions contemplated by
this  Agreement  will  not accelerate  the  time  of  payment  or
vesting, or increase the amount of any compensation due  to,  any
current or former employee of any Company.

          5.21 Labor Matters; Employees.

          (a) Except as set forth on Schedule 5.21 hereto, (i) none
of  the  Companies  is  a  party  to  any  collective  bargaining
agreement  or  any  employment, consulting or  similar  agreement
relating   to  the  Business  or  any  agreement  or  arrangement
providing  for severance payments to any employee of any  Company
upon termination of employment or which provides benefits upon  a
change  in  control  of any Company, and (ii)  to  DynCorp's  and
Seller's  Knowledge, there are no existing facts or circumstances
which could reasonably be expected to be the basis for any unfair
labor  practice  charge or complaint against any Company  arising
out  of  the  activities of any Company, and no such  charges  or
complaints are outstanding as of the date hereof.  Except as  set
forth  on  Schedule 5.21, there is no labor strike, work stoppage
or  other  material labor dispute pending or,  to  DynCorp's  and
Seller's  Knowledge, threatened against any Company.   Except  as
set  forth  on  Schedule  5.21,  there  are  no  ongoing,  formal
organizational  efforts  with respect to  any  employees  of  any
Company.

          (b) DynCorp has delivered to Buyer a complete list of all
employees of the Companies actively employed by the Companies  as
of  the week ending on July 7, 1995 which (i) is derived from the
relevant   books  and  records  of  the  Companies   (which   are
substantially up-to-date) and (ii) sets forth the annual salaries
or  hourly  wage  rates for such employees, a copy  of  which  is
attached hereto as Exhibit C.

          (c) Except as set forth in Schedule 5.21, (i) there is not
in  existence any written employment or consulting agreement with
any  employees of any member of the Parent Group which cannot  be
terminated  at will without giving rise to any claim for  damages
or  compensation  and  (ii) no member of  the  Parent  Group  has
received  notice of resignation from any such Person who receives
compensation at an annual rate in excess of $100,000 per annum.

          (d) Except as set forth on Schedule 5.21, none of the
employees of any member of the Parent Group has been offered, nor
has any member of the Parent Group agreed to any future variation
to  the  terms and conditions of employment of any such employees
and  no  negotiations  for any increase in  the  remuneration  or
benefits  of  any  such employees are current,  other  than  with
respect to such offers, agreements or negotiations with employees
(except  for  salaried employees who receive compensation  at  an
annual rate in excess of $50,000 per annum) made or entered  into
in  the  ordinary course of business, consistent with past custom
and practice.

          (e) Except as set forth on Schedule 5.21, there are no
outstanding claims against the Companies by any Person who is now
or has been an officer or employee of or consultant to any of the
Companies  and  no disputes have during the preceding  three  (3)
years  arisen  between the Companies and any material  number  or
category  of  employees and to DynCorp's and Seller's  Knowledge,
there are no present circumstances which are likely to give  rise
to any such dispute.

          (f) The Companies have in relation to each of their
employees and former employees complied in all material  respects
with all obligations imposed on them by all statutes, regulations
and  codes  of conduct and practice relating to or affecting  the
employment of its employees or in relation to any trade union and
has  maintained current, adequate and suitable records  regarding
the  service and terms and conditions of employment for  each  of
their   employees,   all   collective   agreements,   recognition
agreements  and customs and practices for the time being  dealing
with  such  relations  or  the conditions  of  service  of  their
employees  and all relevant orders and awards and recommendations
made  under  any relevant statute, regulation or code of  conduct
and practice affecting the conditions of service or otherwise  in
relation to their employees or former employees.

          (g) The Companies have engaged in no plant closing or
employee  layoff activities within the last two years that  would
violate  or in any way implicate the Worker Adjustment Retraining
and Notification ("WARN") Act of 1988, as amended, or any similar
state  or  local  plant closing or mass layoff statute,  rule  or
regulation.

          5.22 Insurance.  Schedule 5.22 hereto contains an accurate
and  complete  description of all policies  of  fire,  liability,
workmen's  compensation and other forms of  insurance  owned  and
held  by  DynCorp under which coverage has been and will, subject
to normal renewals, through the Closing, be made available to the
Companies.  Such policies are in adequate amounts.  Except as set
forth  in Schedule 5.22, all such policies are in full force  and
effect, all premiums with respect thereto covering all periods up
to  and including the Closing Date which are due and payable will
have been paid, none of the Companies has received any notice  of
cancellation or termination with respect to any such policy,  and
nothing has been done or has been omitted to be done which  could
result in any such policies being or becoming void or voidable as
to  the activities of the Company through the Closing.  Except as
set  forth  in Schedule 5.22, such policies will remain  in  full
force  and  effect in accordance with their respective terms  and
conditions and will cover all claims of the type normally covered
by  such insurance policies made against any member of the Parent
Group  which  have their causes or origin during such  period  of
coverage  through  the Closing.  All of such policies  have  been
issued  by reputable insurance companies actively engaged in  the
insurance business.  All known claims or circumstances likely  to
give  rise  to any claims, if any, made against any Company  have
been   disclosed  and  tendered  to  the  appropriate   insurance
companies  and  are being defended by such appropriate  insurance
companies in accordance with the policy terms and limits.

          5.23  Company Services.  Except as listed on Schedule 5.23
hereto, (a) none of the Companies within the past three years has
received   any   statements,  citations  or  decisions   by   any
Governmental Body that any services rendered or marketed  at  any
time  by  the  Companies ("Company Services") fails to  meet  any
standards  promulgated by any Governmental Body in  any  material
respect, and (b) to DynCorp's and Seller's Knowledge, there is no
(i) fact relating to any Company Service that could be reasonably
expected  to  impose  upon any Company  a  duty  to  disclose  to
customers   any   legal   problem  with  any   Company   Service,
(ii)  Liability for warranty claims with respect to  any  Company
Service  rendered  prior to the Closing Date, except  as  may  be
incurred  in  the ordinary course of business not  in  excess  of
$100,000  per  year, and (iii) basis for any  present  or  future
charge,  claim, or demand which is material against  the  Company
arising  out of any injury to Persons or property as a result  of
any Company Service rendered by any Company.

          5.24 Transactions with Affiliates.  Except as set forth on
Schedule  5.24  hereto and for intercompany charges  and  credits
between  DynCorp  and  the  Companies  incurred  or  granted   in
connection   with  intercompany  corporate  and  cash  management
services rendered in accordance with past custom and practice, no
stockholder,  officer, director, or Affiliate, or  any  of  their
respective Affiliates or Relatives, of any Company is involved in
any   business  arrangement  or  relationship  with  any  of  the
Companies   (whether  written  or  oral),  and   none   of   such
stockholders,   officers,   directors,   Affiliates   and   their
respective  Affiliates or Relatives owns any property  or  right,
tangible or intangible, which is used by any of the Companies.

          5.25 Environmental Matters.  Except as set forth in Schedule
5.25 hereto:

          (a) the Companies have complied and are in compliance in
all   material  respects  with  all  Environmental   and   Safety
Requirements;

          (b) the Companies have obtained and complied in all
material  respects with, and are in compliance  in  all  material
respects  with,  all  permits, licenses and other  authorizations
that   are   required  pursuant  to  Environmental   and   Safety
Requirements  for  the  occupation  of  its  facilities  and  the
operation of the Business (true and complete copies of which have
been  provided  to Buyer), and such permits, licenses  and  other
authorizations may be relied upon for continued lawful  operation
of  the  Business on and after the Closing Date without transfer,
reissuance, or other governmental approval or action;

          (c) none of the Companies has received any claim,
complaint,  citation,  report or other written  notice  (or  oral
notice   provided  to  a  senior  officer,  or   officer   having
responsibility  over  environmental  matters,  of  any   of   the
Companies)  that  is  outstanding regarding  any  Liabilities  or
potential  Liabilities, including any investigatory, remedial  or
corrective  obligations, arising under Environmental  and  Safety
Requirements;

          (d) none of the following exists at any property owned or
occupied by any of the Companies:

               (i)   underground storage tanks or surface impoundments; or

               (ii) wetlands;

          (e) to DynCorp's and Seller's Knowledge, none of the
following exists at any property owned or occupied by any of  the
Companies:

               (i)  asbestos-containing material in any form or condition; or

               (ii) materials or equipment containing polychlorinated
biphenyls;

          (f) none of the Companies 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  facility  or
property,  which could reasonably be expected to  result  in  any
material Liabilities of any of the Companies for response  costs,
natural  resource  damages  or attorneys  fees  pursuant  to  any
Environmental and Safety Requirements;

          (g) no facts, events or conditions relating to the past or
present  facilities,  properties or  operations  of  any  of  the
Companies  will (i) prevent, hinder or limit continued compliance
in   all   material  respects  with  Environmental   and   Safety
Requirements,  (ii)  give  rise to  any  material  investigatory,
remedial or corrective obligations pursuant to Environmental  and
Safety  Requirements, or  (iii) give rise to any  other  material
Liabilities  pursuant  to Environmental and Safety  Requirements,
including, without limitation, any relating to onsite or  offsite
releases   or  threatened  releases  of  hazardous  or  otherwise
regulated  materials,  substances  or  wastes,  personal  injury,
property damage or natural resources damage;

          (h) neither this Agreement nor the consummation of the
transactions contemplated hereby imposes any obligations for site
investigation  or  cleanup,  or notification  to  or  consent  of
Governmental Body or third parties, pursuant to any Environmental
and Safety Requirement;

          (i) none of the Companies has, either expressly or by
operation  of  law,  assumed  or  undertaken  any  Liability   or
corrective or remedial obligation of any other Person relating to
Environmental and Safety Requirements; and

          (j) no Lien, either recorded or unrecorded, in favor of any
Governmental  Body  relating  to any  Liability  of  any  of  the
Companies arising under Environmental and Safety Requirements has
been attached to any property owned, leased or operated by any of
the Companies.

          5.26 Disclosure.  The representations and warranties
contained in this Section 5 do not, and all information delivered in
any  Schedule or Exhibit hereto is complete and does not, contain
any  untrue statement of fact or omit to state any fact necessary
in order to make the statements and information contained in this
Section or in such Schedules or Exhibits not misleading.


6.          CERTAIN COVENANTS AND AGREEMENTS.  Buyer and
Seller covenant and agree as follows:

          6.1 Best Efforts.  DynCorp and Seller, on the one hand, and
Buyer  and  ALPHA,  on  the  other  hand,  will  each  use  their
respective reasonable best efforts to take all action and  to  do
all  things necessary, proper, or advisable to the extent  within
their  respective  control  in  order  to  consummate  and   make
effective   the  transactions  contemplated  by  this  Agreement.
Without prejudice to the generality of the foregoing, DynCorp and
Seller  shall  use  their  respective  best  efforts  to  procure
satisfaction  of the closing conditions set forth  in  Section  7
hereto  and  Buyer  and  ALPHA shall use  their  respective  best
efforts  to  procure satisfaction of the closing  conditions  set
forth in Section 8 hereto.

          6.2 Conduct of Business.

          (a) From the date hereof to the Closing Date, DynCorp and
Seller  will cause the Companies to conduct the Business  in  the
ordinary  course in accordance with past practice, and  will  use
their  respective  best efforts to preserve intact  the  business
organization and relationships with third parties of the Business
and  to  keep available the services of the present officers  and
employees of the Business consistent with past practice.

          (b) From the date hereof to the Closing Date, DynCorp and
Seller  will  not, without the consent of Buyer or  ALPHA,  which
will  not  be  unreasonably withheld in the case of any  proposed
matter  arising in the ordinary course of business and consistent
with past custom and practice, cause or permit any member of  the
Parent Group to:

               (i)  change its personnel or operations or its relationships
with suppliers,  customers, distributors, brokers, lessors or  others,
other than changes in the ordinary course of business, consistent
with past custom and practice;

               (ii) other than in connection with the Wrightstown Property as
set  forth  in Section 6.14(f), sell, lease, transfer, or  assign
any  of  its assets, tangible or intangible, other than for  fair
consideration in the ordinary course of business, consistent with
past custom and practice;

               (iii)     enter into any agreement, contract, lease, or license
(or  series of related agreements, contracts, leases or licenses)
to  which  it is a party or by which it is bound nor  modify  the
terms of any such existing agreement or contract, other than such
agreements  or contracts entered into in the ordinary  course  of
business;

               (iv) accelerate, terminate, modify or cancel any material
agreement, contract, lease or license to which it is a  party  or
by  which  it  is  bound, other than in the  ordinary  course  of
business, consistent with past custom and practice;

               (v)  adopt, modify, amend or terminate any bonus, profit-sharing,
incentive, severance, or other plan, contract, or commitment  for
the  benefit of any directors, officers, or employees, excluding,
however, the termination of the Companies' participation  in  the
DynCorp  Employee  Stock Ownership Plan and the  DynCorp  Welfare
Benefits  Plan and Trust, which will become effective as  of  the
Closing;

               (vi) make any change in the employment terms (including base
compensation)  for any of its directors, officers  and  employees
outside  the  ordinary course of business, consistent  with  past
custom and practice;

               (vii) permit any Liens to be placed on any of its assets or
properties, tangible or intangible;

               (viii) make any capital expenditure in excess of $25,000
individually,  or $250,000 in the aggregate, other  than  capital
expenditures  committed to be made prior to the date  hereof  and
set forth in Schedule 5.7;

               (ix) make any investment either involving more than $100,000 or
outside  the  ordinary  course of business consistent  with  past
custom and practice;

               (x)  issue any note, bond, or other debt security or create,
incur, assume, or guarantee any Indebtedness;

               (xi) delay or postpone the payment of the accounts payable and
other  Liabilities  outside  the  ordinary  course  of  business,
consistent with past custom and practice;

               (xii) cancel, compromise, waive, or release any right or
claim  either involving more than $50,000 or outside the ordinary
course of business, consistent with past custom and practice;

               (xiii) change its charter or bylaws;

               (xiv) issue, sell or otherwise dispose of any of its capital
stock,  or  grant  any  options, warrants,  or  other  rights  to
purchase  or  obtain  (including upon  conversion,  exchange,  or
exercise) any of its capital stock;

               (xv) declare, set aside, or pay any dividend or make any
distribution with respect to its capital stock (whether  in  cash
or  in kind) or redeem, purchase, or otherwise acquire any of its
capital stock, other than such as to cause the extinguishment  of
intercompany  accounts of the Companies, the Parent Contribution,
or  in  connection with the activities contemplated  in  Sections
6.10 and 6.14(e);

               (xvi) change its accounting practices, procedures or methods;

               (xvii) enter into any agreement, arrangement or transaction
with  any  of  its Affiliates or any of its directors,  officers,
employees  or  stockholders, including, without  limitation,  any
loan  or  advance  funds  to  any  of  its  directors,  officers,
employees,  stockholders or Affiliates, except  as  conducted  in
accordance  with  DynCorp's  normal  cash  management  practices,
consistent with past custom and practice;

               (xviii) change or alter in any way its Proprietary Rights;

               (xix)   change the amount or scope of coverage of insurance it
now carries; or

               (xx) commit to do any of the foregoing.

          6.3  Monthly Financial Statements.  Seller and DynCorp shall
each  cause  to be prepared and delivered to Buyer  in  a  timely
manner  (but  in any event within 30 days after the end  of  each
month  unaudited financial statements of the Companies as of  and
for each monthly accounting period ending on the last day of each
month  subsequent to the date of the Reference Balance Sheet  and
prior  to the Closing Date.  Such unaudited financial statements,
when  delivered  to Buyer, shall fairly present in  all  material
respects the financial condition and results of operations of the
Companies as of and for the period ending on the last day of  the
calendar  month  covered thereby, in accordance  with  accounting
principles  used  in  the preparation of  the  Reference  Balance
Sheet.

          6.4  Transfer of Stock.  Other than in connection with the
actions  contemplated  by Section 6.14(e)  or  as  set  forth  on
Schedule  6.4, hereto, from the date hereof through  the  Closing
Date,  neither  Seller, DynCorp nor any of  the  Companies  shall
sell,  transfer, assign, pledge or otherwise dispose of  (whether
with   or  without  consideration  and  whether  voluntarily   or
involuntarily or by operation of law) any interest in the  Stock,
any   other  capital  stock  and  any  common  stock  equivalents
(including any options, warrants, conversion or other rights, and
stock appreciation rights, phantom stock, profit participation or
similar rights) of any member of the Parent Group.

          6.5 Notice of Developments.

          (a) Seller and DynCorp will give prompt written notice to
Buyer  and  ALPHA  of  any development causing,  or  which  could
reasonably  be  expected  to  cause,  a  breach  of  any  of  the
representations and warranties in Sections 3 and 5 above were the
same  to  have occurred on or prior to the date hereof and  Buyer
will  give  prompt  written notice to Seller of  any  development
causing,  or  which  could reasonably be expected  to  cause,   a
breach of any of the representations and warranties in Section  4
above.   No  disclosure  by  any party hereto  pursuant  to  this
Section  6.5 shall be deemed to amend or supplement any  Schedule
or  to prevent or cure any misrepresentation, breach of warranty,
or breach of covenant.

          (b) Without prejudice to the provisions of Section 6.5(a)
above,  Seller and DynCorp will give prompt notice to  Buyer  and
ALPHA of:

               (i)  any notice or other written communication from any Person
alleging that the consent of such Person is or may be required in
connection with the transactions contemplated by this Agreement;

               (ii) any notice or other written communication from any
governmental or regulatory agency or authority in connection with
the transactions contemplated by this Agreement; and

               (iii) any actions, suits, claims, investigations or proceedings
commenced  or, to DynCorp's and Seller's Knowledge,  threat
ened against, relating to or involving or otherwise affecting any
member  of the Parent Group which relates to the consummation  of
the transactions contemplated by this Agreement.

          6.6 Expenses.  Except as otherwise provided in Sections 1.3
and  12.2, each of Seller and DynCorp on the one hand, and Buyer,
on  the  other  hand,  will be responsible for  their  respective
expenses   incurred   in   connection   with   the   transactions
contemplated  hereby and any related transactions.  For  purposes
of  this Section 6.6, any such expenses incurred by any member of
the  Parent  Group prior to the Closing shall be deemed  to  have
been  incurred  by or on behalf Seller and DynCorp,  and  not  by
Buyer.

          6.7 Actions With Respect to Sale of Parent and the Companies.
Seller  and DynCorp will (a) consent to  and  raise  no
objections   against   the  transactions   contemplated   hereby,
(b)  waive  any dissenter's rights and other similar rights,  and
(c)  vote  any  Stock  held by them in any  manner  necessary  to
consummate the transactions contemplated hereby.

          6.8 Further Assurances.  Each of Seller, DynCorp, ALPHA and
Buyer  shall, and prior to Closing Seller and DynCorp shall cause
each  member of the Parent Group to, and after Closing ALPHA  and
Buyer shall cause each member of the Parent Group to, (a) execute
such documents and other papers and take such further actions  as
may  be  reasonably required or desirable to (i)  carry  out  the
provisions  hereof  and  the  transactions  contemplated   hereby
including, without limitation, voting of the Stock in any  manner
necessary to consummate the transactions contemplated hereby, and
(ii)  return  to  DynCorp each of the standby letters  of  credit
provided  by  DynCorp which support obligations of the  Companies
(including,  without limitation, a beneficiary  statement  by  an
authorized  officer  on its letterhead to the  effect  that  such
letter of credit is cancelled) no later than the expiry date  for
each  such letter of credit, and (b) cooperate in good  faith  to
release  DynCorp's guarantees for the performance of any  of  the
Company's obligations under certain contracts and agreements  (at
no  cost  or expense to ALPHA, Buyer or any member of the  Parent
Group).

          6.9  Access to Records.

          (a)  From the date hereof and through the Closing Date,
Seller  and  DynCorp will permit and will cause each  Company  to
permit, representatives of Buyer to have reasonable access during
normal  business  hours  to all premises, properties,  personnel,
books,  records (including Tax records), contracts, and documents
of or pertaining to Seller and each member of the Parent Group.

          (b) Following the Closing Date, (i) each of Seller and
DynCorp   shall,  upon  reasonable  request  of   Buyer,   permit
representatives  of  Buyer, ALPHA or the  Parent  Group  to  have
reasonable access during normal business hours to all  books  and
records (including tax records), contracts, and documents in  the
possession of Seller or DynCorp pertaining to each member of  the
Parent  Group and (ii) each of Buyer and the Parent Group  shall,
upon  reasonable  request of DynCorp, permit  representatives  of
DynCorp  and  Seller  to  have reasonable  access  during  normal
business  hours to all books and records (including tax records),
contracts,  and documents in possession of Buyer  or  the  Parent
Group pertaining to DynCorp and Seller.

          6.10 DynAir Russia.

          (a)  Seller, DynCorp, ALPHA and Buyer shall both before and
after  the  Closing cooperate with each other in good faith,  and
shall   use   their  respective  reasonable  best   efforts,   to
restructure the portion of the Business conducted through  DynAir
Russia (the "Russian Restructuring") in a manner satisfactory  to
ALPHA.

          (b)  As of the date hereof, all the capital stock of DynAir
Russia   shall  have  been  transferred,  dividended,  sold,   or
otherwise disposed to a Person other than a member of the  Parent
Group,  and  without Liability to any member of the Parent  Group
and as of the Closing, the capital stock of Russia shall continue
to be held by a Person other than a member of the Parent Group.

          (c) In addition, Seller and DynCorp shall, prior to the
Closing, except as otherwise agreed in writing, cause all of  the
assets  (net  of  any  liabilities) of DynAir Russia  (including,
without limitation, its interest in the general partnership  (the
"Russian  Partnership") formed pursuant to the Joint Venture  and
Partnership  Agreement  dated as of  September  1,  1993  by  and
between  DynAir  Russia  and Khabarovsk  Airport  and  Khabarovsk
Branch of Production and Commercial Association ("Aeroflot"))  to
be  assigned and transferred to, or novated in favor  of,  DynAir
Euroservices  (UK) Ltd., without any Liability to any  member  of
the Parent Group.

          6.11  Confidentiality.  Attached hereto as Exhibit D is a letter
agreement executed by DynCorp and ALPHA as of February  2,  1995,
as  amended  on May 24, 1995, regarding ALPHA's undertaking  with
respect  to Confidential Information.  Each of Seller and DynCorp
will,  and  will  cause  all  of  its  Subsidiaries,  Affiliates,
employees,  directors,  officer, agents and  representatives  to,
treat  and  hold  as  such  all of the Confidential  Information,
refrain from using any of the Confidential Information except  in
connection with this Agreement, and, following the Closing  Date,
deliver  promptly  to the other or destroy, at  the  request  and
option  of   ALPHA, all tangible embodiments (and all copies)  of
the  Confidential Information which are in their possession.   In
the  event  that Seller or DynCorp is requested or  required  (by
oral  question  or  request for information or documents  in  any
legal  proceeding,  interrogatory, subpoena, civil  investigative
demand,   or   similar  process)  to  disclose  any  Confidential
Information, Seller or DynCorp, as the case may be,  will  notify
ALPHA  promptly of the request or requirement so that  ALPHA  may
seek an appropriate protective order or waive compliance with the
provisions  of this Section.  If, in the absence of a  protective
order or the receipt of a waiver hereunder, Seller or DynCorp is,
on  the advice of counsel, compelled to disclose any Confidential
Information  to any tribunal or else stand liable  for  contempt,
Seller  or  DynCorp,  as  the  case  may  be,  may  disclose  the
Confidential Information to the tribunal; provided,  that  Seller
or  DynCorp,  as the case may be, shall use its best  efforts  to
obtain,  at the request and cost (with respect to out  of  pocket
costs   only)  of  ALPHA,  an  order  or  other  assurance   that
confidential  treatment will be accorded to such portion  of  the
Confidential Information required to be disclosed as ALPHA  shall
designate.  The  foregoing provisions  shall  not  apply  to  any
Confidential  Information  which is generally  available  to  the
public  immediately prior to the time of disclosure.  As  of  the
Closing, DynCorp and Seller hereby assign to Buyer and ALPHA  all
of  their  respective  rights  pursuant  to  any  confidentiality
agreements   with   other  Persons  regarding  any   confidential
information of the Companies.

          6.12 Public Announcements.

          (a) Subject to clause (b) below, the timing and content of
all  announcements regarding any aspect of this Agreement to  the
financial  community,  Governmental  Bodies,  employees  or   the
general  public  at any time before or within  a  period  of  two
months after Closing shall be mutually agreed upon in advance  by
DynCorp  and  ALPHA  (such agreement  in  each  case  not  to  be
unreasonably withheld or delayed).

          (b) Where an announcement is required by law (including,
without limitation, the HSR Act) or any regulation or rule of any
stock  exchange (including, without limitation, the rules of  the
London  Stock Exchange or compliance with the Securities Exchange
Commission),  it shall so far as is practicable be  made  by  the
affected  party  after consultation with the  other  parties  and
taking  into account their reasonable requirements, but  so  that
any reference in any such announcement to any other party must be
agreed  by  that  party (such agreement not  to  be  unreasonably
withheld or delayed).

          6.13 Tax Covenants.

          (a)(i)  DynCorp shall cause the Parent Group to be
included in DynCorp's consolidated federal income Tax Returns for
all  periods  for  which they are eligible  to  be  so  included,
including,  without limitation, the period from January  1,  1995
through the Closing Date, and in any other required state,  local
and  foreign consolidated, affiliated, combined, unitary or other
similar  group  income  Tax Returns that include  Seller  or  any
affiliate of Seller for all Pre-Closing Periods for which any  of
them are required or permitted to be so included.

             (ii)  DynCorp shall (A) timely  prepare  and
file  all  such  Tax Returns and timely pay when  due  all  Taxes
relating to such Tax Returns, and (B) timely prepare and file, or
cause  to be prepared and filed, all other income Tax Returns  of
the  Parent Group for all taxable periods ending on or  prior  to
the  Closing Date and timely pay, or cause to be paid,  when  due
all Taxes relating to such Tax Returns.

             (iii)  The Tax Returns described in clause
(ii)  above shall be prepared or completed in a manner consistent
with  prior practice of DynCorp and the Parent Group with respect
to Returns concerning the income, properties or operations of the
Parent  Group  (including elections and  accounting  methods  and
conventions),  except as otherwise required by law or  regulation
or  otherwise  agreed  to by Buyer prior to the  filing  thereof.
DynCorp will take no position on such returns that relate to  the
Parent  Group that would adversely affect the Parent Group  after
the  Closing  Date.  Except as provided in Section  6.13(b),  the
income  of the Parent Group up to and including the Closing  Date
will be determined by closing the books of the Parent Group as of
the close of business on the Closing Date.

          (b)(i)  Any Taxes with respect to the income, property or
operations  of  the  Parent Group that relate  to  a  Tax  period
beginning  before the Closing Date and ending after  the  Closing
Date (an "Overlap Period") shall be apportioned between Buyer and
DynCorp:

                          (A)   in  the case of real and personal
property  Taxes (and any other Taxes not measured or  measurable,
in  whole or in part, by net or gross income or receipts),  on  a
per diem basis and,

                          (B)   in  the case of other  Taxes,  as
determined from the books and records of the Parent Group  during
the  portion  of such period ending on the Closing Date  and  the
portion of such period beginning on the day following the Closing
Date consistent with the past practices of DynCorp and the Parent
Group.

             (ii)  Buyer shall cause the Parent Group  to
file any Tax Returns for any Overlap Period, and Buyer shall pay,
or  cause to be paid, all state, local or foreign Taxes shown  as
due on any such Tax Returns.

             (iii) DynCorp shall pay Buyer its  share
of  any  such Taxes (to the extent DynCorp is liable therefor  in
accordance  with this Section 6.13(b) to the extent  not  already
paid  by  DynCorp) within five (5) Business Days  of  receipt  of
notice  of such filing by Buyer, which notice shall set forth  in
reasonable detail the calculations regarding DynCorp's  share  of
such Taxes.

             (iv) Buyer shall pay to DynCorp its share of
any refunds from prior payments of any such Taxes within five (5)
Business Days of Buyer's receipt of such refunds.

          (c)(i) DynCorp shall have the right to represent the
interests  of the Parent Group in any Tax audit or administrative
or  court proceeding relating to Tax Returns described in Section
6.13(a)  with  respect to which DynCorp may be liable  for  Taxes
pursuant  to  this  Agreement  (including  any  such  proceedings
relating  to the income, properties or operations of  the  Parent
Group);  provided,  that  Buyer  shall  have  the  right  (i)  to
participate  in any such audit or proceeding to the  extent  that
any  such audit or proceeding may affect the Tax Liability of the
Buyer  or any of its Affiliates (including the Parent Group)  and
(ii)  to  employ  counsel of its choice at its  own  expense  for
purposes of such participation.

             (ii) Notwithstanding anything to the contrary
contained or implied in this Agreement, without the prior written
approval  of  Buyer  (which shall not be unreasonably  withheld),
neither  DynCorp  nor  any Affiliate of DynCorp  shall  agree  or
consent to compromise or settle, either administratively or after
the commencement of litigation, any issue or claim arising in any
such  audit or proceeding, or otherwise agree or consent  to  any
Tax   Liability,   to  the  extent  that  any  such   compromise,
settlement, consent or agreement may affect the Tax Liability  of
Buyer,  any of its Affiliates or the Parent Group for any  period
ending after the Closing Date (including, but not limited to, the
imposition of Tax Deficiencies, the reduction of asset  basis  or
cost   adjustments,  the  lengthening  of  any  amortization   or
depreciation  period, the denial of amortization or  depreciation
deductions, or the reduction of loss or credit carry forwards).

          (d)(i)  Buyer shall promptly notify DynCorp in writing
upon receipt by Buyer, any Affiliate of Buyer or the Parent Group
of  any  notice  of  any  pending or  threatened  Tax  audits  or
assessments  relating to the income, properties or operations  of
the  Parent Group, in each case for Pre-Closing Periods only,  so
long  as  Pre-Closing Periods remain open; provided, that failure
by  Buyer to comply with this Section 6.13(d)(i) shall not affect
Buyer's  right  to  indemnification relating  to  Taxes  if  such
failure does not prejudice the rights of DynCorp.

             (ii) DynCorp shall promptly notify Buyer  in
writing  upon receipt by DynCorp or any affiliate of  DynCorp  of
notice  of  any  pending or threatened Tax Audits or  assessments
relating  to the income, properties or operations of  the  Parent
Group, in each case for Pre-Closing Periods only; provided,  that
failure by DynCorp to comply with this Section 6.13(d)(ii)  shall
not  affect DynCorp's right to indemnification relating to  Taxes
if such failure does not prejudice the rights of Buyer.

          (e) If the Parent Group or any consolidated, affiliated,
combined, unitary or other similar Tax group of which any of  the
Parent Group is now or was formerly a member has any reduction in
Tax  Liability by reason of an adjustment with respect to a  Pre-
Closing  Period and such adjustment has the effect of  decreasing
deductions or credits, or increasing income, for any taxable year
or  tax  period  (including an Overlap Period) ending  after  the
Closing Date, then DynCorp shall pay to Buyer an amount equal  to
the  Tax  detriment attributable to such decreased deductions  or
credits, or increased income, as and when the Parent Group or any
consolidated, affiliated, combined, unitary or other similar  Tax
group  of  which any of the Parent Group may be a member actually
suffers  such  detriment and is required to  make  a  payment  on
account thereof.

          (f) Neither DynCorp nor any Affiliate of DynCorp shall,
without  the prior written consent of Buyer (which shall  not  be
unreasonably withheld), file, or cause to be filed,  any  amended
Tax  Return  or claim for Tax refund, with respect to the  Parent
Group  for  any Pre-Closing Period, to the extent that  any  such
filing  may  affect  the  Tax Liability  of  Buyer,  any  of  its
Affiliates  or the Parent Group for any period ending  after  the
Closing  Date  (including, without limitation, the imposition  of
Tax   deficiencies,  the  reduction  of  asset  basis   or   cost
adjustments,  the lengthening of any amortization or depreciation
periods,  the denial of amortization or depreciation  deductions,
or the reduction of loss or credit carryforwards).

          (g) Any and all existing Tax sharing, allocation,
compensation or like agreements or arrangements, whether  or  not
written,  that  include  the  Parent  Group,  including,  without
limitation,  any  arrangement by which any of  the  Parent  Group
makes compensating payments to each other or any other member  of
any  affiliated, consolidated, combined, unitary or other similar
Tax  group  for  the  use  of certain tax  attributes,  shall  be
terminated as of the Closing Date and shall have no further force
or effect for any taxable year or period thereof.

          (h) (i)  After the Closing Date, Buyer and DynCorp shall
provide  each  other, and Buyer shall cause the Parent  Group  to
provide  DynCorp, with such cooperation and information  relating
to the Parent Group as either party reasonably may request in:

                          (A) filing any Tax Return, amended  Tax
Return or claim for refund;

                          (B) determining any Tax Liability or  a
right to refund of Taxes;

                         (C) conducting or defending any audit or
other proceeding in respect of Taxes; or

                          (D)  effectuating  the  terms  of  this Agreement.


           The tax package which DynCorp has customarily required
of  the  Companies will be delivered to DynCorp  within  30  days
after  the  final  determination of  the  Closing  Balance  Sheet
pursuant to Section 1.3.

                     (ii)  The  parties shall retain,  and  Buyer
shall  cause  the  Parent  Group  to  retain,  all  Tax  Returns,
schedules  and  work papers, and all material records  and  other
documents  relating  thereto,  until  the  earlier  of  (a)   the
expiration  of  the  statute of limitation (and,  to  the  extent
notified  by  any party, any extensions thereof) of  the  taxable
years  to  which such returns and other documents relate  or  (b)
five years after the Closing Date.  During such period, Buyer and
DynCorp  shall be entitled to copy any related documents  in  the
other's possession at its own expense.

                    (iii)  Any information obtained under this
Section  6.13  shall  be  kept confidential,  except  as  may  be
otherwise  necessary in connection with filing  any  Tax  Return,
amended  return,  or  claim  for  refund,  determining  any   Tax
liability  or  right  to refund of Taxes,  or  in  conducting  or
defending any Tax audit or other proceeding in respect of Taxes.

          (i) Seller shall be liable for, and shall pay when due, any
transfer,  gains,  documentary, sales, use, registration,  stamp,
value  added  or  other similar Taxes payable by  reason  of  the
transactions contemplated by this Agreement and Seller or DynCorp
shall,  at  its own expense, file all necessary Tax  Returns  and
other documentation with respect to all such Taxes.

          (j)(i)  With respect to Parent, DynAir Services Inc. and
DynAir  CFE Services Inc. (and such other Companies as the  Buyer
determines  in its sole discretion), (A) Seller and DynCorp  will
join  with  Buyer  in making an irrevocable election  under  Code
Section  338(h)(10)  and  the regulations promulgated  thereunder
(and  any corresponding provisions under state, local, or foreign
law)  and  (B)  with  respect to any  state,  local,  or  foreign
jurisdiction  that  does  not recognize  an  election  under  the
preceding  clause  (A), Buyer shall make an irrevocable  election
under  Section 338(g) of the Code and the regulations promulgated
thereunder, and any corresponding provision under state, local or
foreign  law  (the elections in clauses (A) and  (B)  immediately
above  are referred to collectively as the "Elections").   Seller
and  DynCorp  will pay any Tax attributable to or resulting  from
the  making  of the Elections and will indemnify Buyer  and  each
member  of  the  Parent  Group against any  Adverse  Consequences
arising out of any failure to pay such Tax.

             (ii)  Buyer and DynCorp agree to comply with
all  of  the requirements and conditions of Code Sections  338(g)
and  338(h)(10), the Treasury Regulations promulgated  thereunder
and  all  other applicable Code sections and Treasury Regulations
relating  thereto,  including,  without  limitation,  the  timely
filing  of  Department of Treasury Form 8023 entitled  "Corporate
Qualified  Stock  Purchase  Election,"  which  Buyer   shall   be
responsible for preparing.

             (iii) Neither Buyer, Seller nor DynCorp will
take  any  action, including, without limitation, any  action  in
connection  with the filing of income Tax Returns of any  Person,
which would be inconsistent with or prejudice the Elections.

             (iv)  Within  the earlier  of  (x)  60  days
following  the  final determination of the Closing Balance  Sheet
pursuant  to  Section 1.3 and (y) 195 days following the  Closing
Date,  Buyer and ALPHA shall, at their own expense cause American
Appraisal  Associates  to deliver an appraisal  to  ALPHA  and/or
Buyer  and  DynCorp for the purposes of determining an allocation
of  the  Purchase  Price  (together with liabilities  assumed  by
operation  of law hereunder and other relevant items)  among  the
assets of the Parent Group.  Such allocation shall be binding  on
Buyer,  ALPHA,  Seller  and DynCorp and  shall  comply  with  the
requirements  of  Code  Section 338 and the Treasury  Regulations
thereunder.

          (k) DynCorp (i) at its own expense shall report, or shall
cause  any of its affiliates to report, any final federal  income
Tax  adjustment  made by the U.S. Internal Revenue  Service  with
respect  to  Pre-Closing Periods to the appropriate state,  local
and  foreign Tax authorities, and (ii) shall be solely liable for
payment of any local, foreign, or local Taxes payable as a result
of any such adjustment.

          6.14 Other Agreements.

          (a)  Seller and DynCorp shall cause the Heller Funding
Arrangements, the Operating Leases and all equipment leases, sale
leaseback  agreements, fixed-asset financings, equipment  funding
agreements and other similar agreements regarding any assets used
or  usable  by  the Companies in the conduct of the  Business  as
presently  conducted or proposed to be conducted with outstanding
obligations of principal, interest, lease payment, or other  cash
obligations (whether contingent or otherwise) (including, without
limitation,  all safe harbor leases to which any  member  of  the
Parent  Group  was a party and the rights of which were  assigned
to,  and all debt related to which was assumed by, DynCorp or one
of its Subsidiaries other than a member of the Parent Group), all
of   which   are   set   forth  on  Schedule  6.14(a)(i)   hereto
(collectively, the "Equipment Leases"), to be terminated  and  to
have  all other obligations thereunder satisfied or waived on  or
prior  to  the  Closing, and all such assets shall  be  owned  or
acquired by the Companies free and clear of any Liens on or prior
to the Closing (subject only to the filing of the requisite UCC-3
termination  statements).  All operating leases of the  Companies
(other than the Equipment Leases) relating to assets used in  the
operation  of Business are set forth on Schedule 6.14(a)(ii)  and
shall remain in full force and effect.

          (b) Seller and DynCorp shall cause all Indebtedness to be
repaid  (other  than  as  set  forth in  Schedule  6.14(b)),  all
guarantees of Indebtedness executed by the Companies (other  than
such  guarantees  executed solely in favor of one  of  the  other
Companies)  to  be  terminated and all  accounts  receivable  and
accounts  payable of the Business, on the one hand, arising  from
transactions with the other businesses, operations, Affiliates of
DynCorp  and  Seller, on the other hand, to be  written  off  and
thereby  treated to that extent as repaid and discharged in  full
and  the  remaining balance to be terminated, cancelled, released
and/or  forgiven, in their entirety, on or prior to  the  Closing
Date  by  the  payment of a dividend to Seller of not  more  than
amounts  legally distributable.  Except as set forth in  Schedule
6.14(b) hereto, Seller and DynCorp shall cause all Liens  on  any
assets  used  by the Companies in the conduct of the Business  as
presently  conducted or proposed to be conducted, to be  released
and  discharged substantially contemporaneously with the  Closing
on terms and conditions reasonably satisfactory to ALPHA.

          (c) DynCorp and ALPHA shall enter into a letter agreement
(the   "Corporate  Services  Letter  Agreement")  regarding   the
provision of certain corporate services by DynCorp and Seller  to
the  Companies  after the Closing Date (including  the  lease  of
certain office space) in the form set forth in Exhibit E hereto.

          (d) Seller and DynCorp shall cause (i) all accounts
receivables  of  the Companies sold pursuant to  the  Receivables
Program  as  of  the  Closing  Date  to  be  transferred  to  the
Companies,  without any cost or Liability to the  Companies,  and
(ii)  all  obligations  of the Companies  under  the  Receivables
Program  to be unconditionally released and terminated  on  terms
and conditions reasonably satisfactory to ALPHA.

          (e) DynCorp and Seller shall cause any shares of capital
stock  of  DynAir Euroservices (UK) Ltd. not held by a member  of
the  Parent  Group to be transferred to a member  of  the  Parent
Group,  without any cost or Liability to any member of the Parent
Group.

          (f) DynCorp and Seller shall (i) transfer title to the
property   held  by  DynAir  Services,  Inc.  (the   "Wrightstown
Property")  to a Person other than a member of the Parent  Group,
in full compliance with ISRA and all rules and regulations of the
New Jersey Department of Environmental Protection, and DynCorp or
the  Seller shall perform all undertakings required in connection
therewith,   and  shall  submit  written  notification   to   the
appropriate  Governmental Bodies of the State of  New  Jersey  as
required by ISRA and shall designate DynCorp or Seller or one  of
its  respective Subsidiaries (other than a member of  the  Parent
Group)  as  the "Ordered Party" as defined by ISRA and  (ii)  use
their   respective  best  efforts  to  conduct   a   "Phase   II"
environmental  audit of the property leased by the  Companies  in
Vincentown,   New   Jersey   (the   "Vincentown   Property")   as
contemplated by the Lease Agreement, dated as of May 1, 1995,  by
and among DynAir Services Inc., as lessee, and Frank Giordano and
Frances  Cappuccio, as lessors, at no cost and expense to  ALPHA,
Buyer  or  any  member of the Parent Group,  in  a  manner  which
apportions  Liabilities  for failures  to  meet  or  satisfy  any
Environmental or Safety Requirements between the lessors  of  the
Vincentown Property and the Companies.

          (g) Seller and DynCorp, on the one hand, and ALPHA and
Buyer,  on  the other hand, agree to cooperate in good  faith  in
attempting  to locate aircraft fueling business opportunities  in
Mexico  through  DynAir Mexico and if successful,  to  execute  a
mutually   satisfactory   operating   agreement   in   connection
therewith.

          6.15 Seller Consents and Approvals.  Seller and DynCorp
will, and will cause their Subsidiaries to, promptly prepare  and
file  in  co-operation with Buyer and ALPHA  a  notification  and
report form under the HSR Act and all other notices, applications
and  other instruments required in connection therewith, and will
thereafter  use and cause its Subsidiaries to use its  and  their
best   efforts  to  obtain,  at  the  earliest  practical   date,
termination of the waiting period under the HSR Act with  respect
to   the   transactions  contemplated  hereby   and   all   other
governmental  or  regulatory  consent,  approvals  or  clearances
required  in connection with the consummation of the transactions
contemplated   by  this  Agreement  (the  "Seller  Consents   and
Approvals").  Seller and DynCorp will notify Buyer and  ALPHA  of
all  requests, terms and conditions made or sought to be  imposed
on  Seller and DynCorp or any of their Subsidiaries (whether such
requests,  terms or conditions are made or to be fulfilled  prior
to  or  subsequent  to  the receipt of the  Seller  Consents  and
Approvals) in connection with obtaining such Seller Consents  and
Approvals and will discuss with Buyer and ALPHA the acceptability
of  such requests, terms and conditions, and will mutually  agree
on the nature of the response to be made by Seller and DynCorp or
any  of  their  Subsidiaries with respect  thereto.   Seller  and
DynCorp  will, and will cause their Subsidiaries to, comply  with
all  such requests and terms and conditions made or sought to  be
imposed  in  connection with obtaining the  Seller  Consents  and
Approvals.

          6.16  ALPHA Shareholder Approval.  ALPHA hereby agrees to
include in the ALPHA Circular to be issued to its shareholders  a
recommendation  from  its  Directors to  vote  in  favor  of  the
resolutions to approve the transactions contemplated hereby  and,
to  the  extent  consistent  with the  fiduciary  duties  of  its
Directors,  ALPHA shall use all reasonable efforts to secure  the
passing of such resolutions.

          6.17 Insurance Matters.

          (a)  ALPHA agrees that as of 11:59 p.m., New York time on
the Closing Date, DynCorp may cease providing insurance and self-
insurance coverage for the assets or Business of the Parent Group
and may permit coverage under the Insurance Policies to cease for
any occurrence after that time.

          (b) Any premium adjustments made to the Insurance Policies in
respect of any periods up to and including the Closing Date shall
(if  such  adjustments result in a net credit) belong to  DynCorp
and  shall  (if such adjustments result in an additional  premium
payable)  be borne and paid for by DynCorp, except to the  extent
that  such  adjustments  are reflected on  the  Closing   Balance
Sheet.

          (c) DynCorp further agrees that it shall at its own cost
and  expense  continue with the administration of  all  insurance
claims  arising  from  incidents which have occurred  before  the
Closing Date in relation to the assets or Business of the  Parent
Group.   Insofar  as DynCorp shall have paid and  discharged  any
Liabilities  incurred  or to be incurred by  any  member  of  the
Parent  Group in respect of any such incidents DynCorp, shall  be
entitled  to  retain  for  its own benefit  all  and  any  monies
received under the Insurance Policies in respect of such claims.

          (d) DynCorp hereby agrees with Buyer, for the benefit of
Buyer  and  each  of  the Companies, that it will  not  terminate
coverage  under the Insurance Policies in respect of claims  that
may  be made against any of the Companies which have their  cause
or  origin  wholly or partly in the period prior to Closing,  and
that  it  will not at any time after the Closing take any  action
which might cause or otherwise result in such coverage ceasing.

          (e) Buyer hereby agrees that it shall, and shall cause
personnel  of  the  Companies, to  cooperate  in  good  faith  in
connection  with  DynCorp's  obligations  set  forth  in  Section
6.17(c).

7.               CONDITIONS  TO THE OBLIGATION  OF  BUYER.   The
obligation  of  Buyer  to  consummate  the  transactions  to   be
performed  by  it in connection with the Closing  is  subject  to
satisfaction of the following conditions precedent:

          7.1 Representations, Warranties and Covenants. Each
representation and warranty set forth in Section 3 or Section 5  above
shall  be true and correct in all material respects at and as  of
the  Closing Date as though then made, or an event or  act  shall
occur  which, had it occurred before the date of this  Agreement,
would have constituted a breach of any of such representations or
warranties,  and  Seller, DynCorp and the  Companies  shall  have
performed and observed in all material respects each covenant  or
other obligation to be performed or observed by them pursuant  to
this Agreement and unrelated documents prior to the Closing.

          7.2 Opinion of the Seller's Counsel.  Buyer shall have
received  an  opinion of H. Montgomery Hougen, Esq.,  counsel  to
Seller  and  DynCorp, dated as of the Closing Date, substantially
in the form of Exhibit F hereto.

          7.3 Consents (Regulatory).  All consents, authorizations,
orders  and approvals of (or filings or registrations  with)  any
Governmental  Body  (including, without limitation,  all  filings
required  under  the  HSR Act) required in  connection  with  the
execution, delivery and performance of this Agreement shall  have
been obtained or made, and the expiration or early termination of
all applicable waiting periods (including any extensions thereof)
under  the  HSR  Act  and the regulations thereunder  shall  have
occurred.   All consents required from third parties  (including,
without limitation, those set forth in Schedule 5.9) in order for
Seller  and  DynCorp to consummate the transactions  contemplated
hereby  shall  have been obtained, except for such consents,  the
failure  of  which  to obtain could not have a  Material  Adverse
Effect.

          7.4 Corporate Services Letter Agreement.  DynCorp and
Seller  shall  have  entered into the Corporate  Services  Letter
Agreement,  which  shall be in full force and effect  as  of  the
Closing.

          7.5 Material Adverse Change.  No change which could
reasonably  be expected to have a Material Adverse  Effect  shall
have occurred following the date hereof.

          7.6 Proceedings.  No action, suit, or proceeding shall be
pending  or  threatened  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,  stipulation,  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, (c) affect adversely the right of the Buyer to  own
the  Stock  and to control the Companies, or (d) affect adversely
the  right of any Company to own any significant portion  of  its
assets  and  to  operate its business (and  no  such  injunction,
judgment,  order,  decree, ruling, stipulation or  charge  having
such effect, shall then exist).

          7.7 Resignations.  Buyer shall have received the
resignations, effective as of the Closing, of each  director  and
officer  of  each Company who is not an employee of a Company  at
the Closing.

          7.8 ALPHA Shareholder Approval.  The ordinary shareholders
of  ALPHA  shall  have  resolved to  approve  the  execution  and
performance  of this Agreement and the transactions  contemplated
hereby at a general meeting of ALPHA to be convened by the  ALPHA
Circular.

          7.9 Underwriting Agreement.  The Underwriting and Placing
Agreement  dated  as  of the date hereof between  ALPHA  and  UBS
Limited  shall  have  become unconditional  in  all  respects  in
accordance  with  its  terms and shall not have  lapsed  or  been
terminated for any reason prior to such time.

          7.10 Bank Agreement.  The conditions to drawdown under the
Credit  Facility  Agreement dated as of the date  hereof  by  and
among ALPHA, certain Subsidiaries of ALPHA, Midland Bank, plc, as
arranger and certain other parties thereto shall have been met to
the satisfaction of the Agent (as therein defined).

          7.11 Actions of Seller.  All actions to be taken by Seller
and  DynCorp  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 Buyer.

          7.12 Repayment of Indebtedness.  Seller shall deliver
evidence  reasonably satisfactory to Buyer that all  Indebtedness
(including  any  obligation  described  in  Sections  6.14(a)  or
6.14(b))  owed by any member of the Parent Group has been  repaid
and satisfied or otherwise released, extinguished or forgiven  in
full in accordance with Section 6.14(b) prior to the Closing.

          7.13 Release of Liens and Guarantees.  Seller shall deliver
evidence  reasonably satisfactory to Buyer that all  Liens  shall
have been released and all guarantees of Indebtedness executed by
any  member  of  the Parent Group terminated,  in  each  case  in
accordance with Section 6.14(b).

          7.14 Equipment Leases.  Seller shall deliver evidence
reasonably   satisfactory  to  Buyer  that  the  Heller   Funding
Arrangements  and  all  other Equipment Leases  shall  have  been
terminated  and  the  assets comprised therein  acquired  or  re-
acquired  by  the  Parent  Group all in accordance  with  Section
6.14(a).

          7.15 DynAir Russia.  Seller shall deliver evidence
reasonably  satisfactory to Buyer that all  actions  required  by
Sections 6.10(b) and 6.10(c) have been completed.

          7.16 Receivables Program.  Seller shall deliver evidence
reasonably satisfactory to Buyer that the actions referred to  in
Section 6.14(d) have been completed.

          7.17 Pre-Closing Reorganizations.  Seller shall deliver
evidence  reasonably  satisfactory  to  Buyer  that  the  actions
required by Section 6.14(e) have been completed.

          7.18 Escrow Agreement.  The Escrow Agreement shall remain in
full force and effect.

          7.19 Material Consents (Contracts and Permits). Seller
shall deliver evidence reasonably satisfactory to Buyer that  all
such  consents, approvals, confirmations and agreements have been
obtained  and have not been revoked or withdrawn or  in  any  way
modified prior to Closing as to ensure that the Parent Group will
be  able  to  provide  the  necessary services  and  perform  its
obligations under and secure the benefit of each of the Contracts
and  Permits  listed in Schedule 7.19 on no less favorably  terms
(including,  without limitation, as to duration and  price)  than
pertain immediately prior to the date of this Agreement.

          7.20 DynCorp Class C Approval.  The DynCorp Class C Approval
shall remain in full force and effect.

          7.21 Waiver.  Buyer may waive any condition specified in
this Section 7 if it executes a writing so stating at or prior to
the  Closing; provided, that neither Buyer, ALPHA nor  (following
Closing) the Parent Group is as a result of such waiver or  as  a
result  of  Closing rendered in breach of any applicable  law  or
regulation in any applicable state or jurisdiction.

8.              CONDITIONS TO OBLIGATIONS OF SELLER AND DYNCORP.
The   obligation   of  Seller  and  DynCorp  to  consummate   the
transactions to be performed by it in connection with the Closing
is subject to satisfaction of the following conditions precedent:

          8.1  Representations and Warranties.  The representations
and warranties of Buyer set forth in this Agreement shall be true
and  correct  in all material respects at and as of  the  Closing
Date.

          8.2  Opinion of the Buyer's Counsel.  The Company shall have
received an opinion of Paisner & Co., U.K. counsel to the  Buyer,
dated  the  Closing Date, substantially in the form of Exhibit  G
hereto.

          8.3  HSR.  All filings required by the HSR Act in connection
with  the transactions contemplated hereby shall have been  made,
and the expiration or early termination of all applicable waiting
periods  (including any extensions thereof)  under  the  HSR  Act
shall have occurred.

          8.4 Waiver.  Seller may waive any condition specified in
this Section 8 if it executes a writing so stating at or prior to
the Closing.


9.              INDEMNIFICATION.

          9.1  Survival of Representations and Warranties. All of the
representations and warranties of the parties hereto contained in
this  Agreement  shall survive the Closing and continue  in  full
force  and  effect  for  20  months thereafter  (subject  to  any
applicable  statutes  of  limitations); provided,  that  (i)  the
representations and warranties made in Section 5.25 shall survive
for  a  period of four (4) years following the Closing, (ii)  the
representations and warranties made in Section 5.14 shall survive
until  six  months  following the expiration  of  the  applicable
statute  of  limitations,  and  (iii)  the  representations   and
warranties  made  in Section 3.2 and Sections 3.5,  5.3  and  5.4
shall  survive forever; provided further, that in the event  that
any  party  hereto makes a claim for a breach of a representation
or  warranty  under  this Section 9 prior to the  last  day  such
representation  or warranty would otherwise survive  pursuant  to
this  Section 9.1, such representation and warranty shall survive
until final disposition of such claim.

          9.2 Obligations of Seller and DynCorp to Indemnify Buyer.

           (a) Subject to the terms of Sections 9.1 and 9.5, Seller
and  DynCorp  hereby agree to indemnify, jointly  and  severally,
Buyer, and following the Closing, each member of the Parent Group
and  their Affiliates, employees, directors, officers, agents and
representatives (other than any such officer or employee  of  the
Companies  (1)  who  was an officer or employee  of  one  of  the
Companies  prior to the Closing Date and (2) who  contributed  to
the   facts  or  circumstances  which  are  the  subject  of  the
representation and warranty that has been breached in  bad  faith
or   by  a  negligent  or  wrongful  act)  (collectively,  "Buyer
Indemnitees"),  from  and  against the entirety  of  any  Adverse
Consequences any Buyer Indemnitees may suffer through  and  after
the date of the claim for indemnification resulting from, arising
out of, relating to, or caused by the breach by Seller or DynCorp
of  (or in the event any third party alleges facts that, if true,
would  mean  that Seller, DynCorp or their respective Affiliates,
employees,  directors, officers, agents and representatives  have
breached) (i) any of the representations or warranties of  Seller
or  DynCorp contained herein (including, without limitation,  the
representations  and warranties contained  in  Section  3  and  5
hereof)  and  (ii)  any  of the covenants of  Seller  or  DynCorp
contained herein.  All amounts payable hereunder shall be made in
full  without  deduction  or withholding whatsoever  (whether  in
respect  of  set-off,  counterclaim, duties,  Taxes,  charges  or
otherwise  unless such deduction or withholding  is  required  by
law), except that (A) all such amounts payable hereunder shall be
reduced  by an amount equal to the net reduction in any  year  in
the  Taxes payable for such year by any Buyer Indemnitee, or  any
member of a consolidated group of which such Buyer Indemnitee  is
a  part, which reduction is actually realized in such year solely
as  a result of the payment of such amounts and (B) if such Buyer
Indemnitee  (or  related consolidated group) is  liable  for  any
additional  Taxes  as  a  result  of  a  payment  of  any  amount
hereunder, Seller or DynCorp shall pay such Buyer Indemnitee  (x)
an additional amount equal to the amount of such additional Taxes
plus  (y) any additional amounts required to pay additional Taxes
imposed with respect to the amounts payable under clause (x)  and
this clause (y), such that such Buyer Indemnitee receives, net of
the  payment of such additional Taxes, the amount it  would  have
received had such Taxes not been payable.

          (b)Irrespective of any disclosure by DynCorp and Seller
hereunder or in the Schedules hereto, or any knowledge  of  ALPHA
or Buyer (or any officer or employee thereof), and subject to the
terms of Sections 9.1 and 9.5, Seller and DynCorp hereby agree to
indemnify,  jointly  and severally, Buyer  Indemnities  from  and
against  the  entirety  of  any Adverse  Consequences  any  Buyer
Indemnitees may suffer through or after the date of the claim for
indemnification resulting from, arising out of, relating  to,  or
caused  by  (i)  the  termination  of  the  Equipment  Leases  in
accordance  with Section 6.14(f), (ii) the operations  of  DynAir
Russia, including Liabilities of the Russian Partnership  or  the
partners thereof, to the extent that the same have their cause or
origin wholly or partly in the period prior to the Closing  Date,
and  any Liabilities resulting from, relating to, or arising  out
of  the  implementation of the actions referred  to  in  Sections
6.10(b)  or 6.10(c), (iii) the Receivables Program or termination
thereof  with  respect to the Companies as described  in  Section
6.14(d), (iv) any agreement under which any Parent Group acquired
the  shares  of  any  other company or any business  and  related
assets  and  liabilities, including (but without limitation)  any
deferred  consideration of any kind required to be  paid  at  any
time  in respect of any such acquisition, (v) any agreement under
which  any  member of the Parent Group disposed of the shares  of
any  other  company  or  any  business  and  related  assets  and
liabilities,  including, but without limitation, any  liabilities
in  respect  of  warranties or indemnities  given  in  connection
therewith, (vi) any agreement or arrangement no longer  in  force
to  which  any  member  of  the  Parent  Group  was  an  original
contracting party and under which any member of the Parent  Group
has any residual Liability, (vii) any Liability of DynCorp or any
of  its  Subsidiaries or Affiliates (other than a member  of  the
Parent  Group), (viii) the implementation of the actions required
by  Section  6.14(f)(i), or the environmental conditions  of  the
Wrightstown  Property, the Vincentown Property, the JFK  Property
or  the  Specified Properties to the extent that  the  same  have
their cause or origin wholly or partly in the period prior to the
Closing,  (ix)  all worker's compensation, general  and  aviation
Liabilities  of the Companies of the type or nature included,  or
which  would  have been included, under DynCorp's or  the  Seller
Group's insurance programs in effect prior to Closing (including,
without limitation, amounts which would be borne by the Companies
under  the  deductible  or  self-insured  portion  of  any   such
Liabilities) arising out of, or based upon, occurrences prior  to
the Closing, (x) any Liabilities resulting from, payable to or in
respect  of  any employee benefit plans of DynCorp or Seller  not
assumed  by  Buyer  pursuant to the terms hereof,  and  (xi)  the
Parent Contribution and the actions set forth in Section 6.14(e).
All  amounts payable hereunder shall be payable in US Dollars and
shall be made in full without deduction or withholding whatsoever
(whether  in  respect  of set-off, counterclaim,  duties,  taxes,
charges  or  otherwise unless such deduction  or  withholding  is
required  by  law),  except that (A) all such  amounts  shall  be
reduced  by an amount equal to the net reduction in any  year  in
the  Taxes payable for such year by any Buyer Indemnitee, or  any
member of a consolidated group of which such Buyer Indemnitee  is
a  part, which reduction is actually realized in such year solely
as  a result of the payment of such amounts and (B) if such Buyer
Indemnitee  (or  related consolidated group) is  liable  for  any
additional  Taxes  as  a  result  of  a  payment  of  any  amount
hereunder, Seller or DynCorp shall pay such Buyer Indemnitee  (x)
an additional amount equal to the amount of such additional Taxes
plus  (y) any additional amounts required to pay additional Taxes
imposed with respect to the amounts payable under clause (x)  and
this clause (y), such that such Buyer Indemnitee receives, net of
the  payment of such additional Taxes, the amount it  would  have
received had such Taxes not been payable.

          (c) Irrespective of any disclosure by DynCorp and Seller
hereunder or in the Schedules hereto, or any knowledge  of  ALPHA
or  Buyer  (or any officer or employee thereof), and  subject  to
Sections  9.1  and  9.5,  DynCorp and  Seller  will  jointly  and
severally  indemnify Buyer and each member of the  Parent  Group,
and  each of their respective Affiliates, successors and assigns,
in  respect  of, and save and hold harmless against any  and  all
Liability for (i) Taxes assessed against (x) each member  of  the
Parent  Group  with  respect  to  any  Pre-Closing  Periods   and
(y) DynAir Russia, and (ii) Taxes assessed against each member of
the Parent Group with respect to any Overlap Period to the extent
such  Taxes  relate to the portion of such period ending  on  the
Closing  Date,  (iii) Taxes assessed against  any  of  them  with
respect  to activities or operations of the Business on or  prior
to the Closing Date and (iv) the Taxes of any other Person (other
than  a member of the Parent Group), whether under Treas. Reg.  section
1.1502-6  (or  any similar provision of state, local  or  foreign
law),  as  a  partner, shareholder, transferee or  successor,  by
contract  or otherwise.  All amounts payable hereunder  shall  be
payable in US Dollars and shall be made in full without deduction
or   withholding  whatsoever  (whether  in  respect  of  set-off,
counterclaim,  duties,  taxes, charges or otherwise  unless  such
deduction or withholding is required by law), except that (A) all
such  amounts  payable hereunder shall be reduced  by  an  amount
equal  to the net reduction in any year in the Taxes payable  for
such   year  by  any  Buyer  Indemnitee,  or  any  member  of   a
consolidated  group  of which such Buyer Indemnitee  is  a  part,
which  reduction is actually realized in such year  solely  as  a
result  of  the  payment of such amounts and (B)  if  such  Buyer
Indemnitee  (or  related consolidated group) is  liable  for  any
additional  Taxes  as  a  result  of  a  payment  of  any  amount
hereunder,  Seller  or  DynCorp shall pay such  Buyer  Indemnitee
(x)  an  additional amount equal to the amount of such additional
Taxes  plus (y) any additional amounts required to pay additional
Taxes  imposed with respect to the amounts payable  under  clause
(x) and this clause (y), such that such Buyer Indemnitee receives
net  of the payment of such additional Taxes, the amount it would
have received had such Taxes not been payable.

          9.3 Obligation of ALPHA and Buyer to Indemnify Seller and
DynCorp.    ALPHA  and  Buyer hereby agree to  indemnify  Seller,
DynCorp  and  their respective Affiliates, employees,  directors,
officers,  agents  and  representatives  (collectively,   "Seller
Indemnitees")  from  and  against the  entirety  of  any  Adverse
Consequences any Seller Indemnitees may suffer through and  after
the date of the claim for indemnification resulting from, arising
out  of,  relating to, or caused by the breach by ALPHA or  Buyer
(or  in  the event any third party alleges facts that,  if  true,
would   mean   ALPHA   or  Buyer  has  breached)   any   of   its
representations,  warranties, and covenants  of  ALPHA  or  Buyer
contained herein.  All amounts payable hereunder shall be made in
full  without  deduction  or withholding whatsoever  (whether  in
respect  of  set-off, counterclaim, duties,  Taxes,  charges,  or
otherwise  unless such deduction or withholding  is  required  by
law), except that (A) all such amounts payable hereunder shall be
reduced  by an amount equal to the net reduction in any  year  in
the  Taxes payable for such year by any Seller Indemnitee, or any
member  of a consolidated group of which Seller Indemnitee  is  a
part, which reduction is actually realized in such year solely as
a  result  of the payment of such amounts and (B) if such  Seller
Indemnitee  (or  related consolidated group) is  liable  for  any
additional  Taxes  as  a  result  of  a  payment  of  any  amount
hereunder, Buyer or ALPHA shall pay such Seller Indemnitee (x) an
amount equal to the amount of such additional Taxes plus (y)  any
additional amounts required to pay additional Taxes imposed  with
respect  to the amounts payable under clause (x) and this  clause
(y),   such  that  such Seller Indemnitee receives,  net  of  the
payment  of  such  additional Taxes, the  amount  it  would  have
received had such Taxes not been payable.

          9.4 Matters Involving Third Parties.

          (a) If any third party (including any Governmental Body)
shall  notify  any  party hereto (the "Indemnified  Party")  with
respect to any matter (a "Third Party Claim") which may give rise
to  a  claim  for indemnification against any other party  hereto
(the  "Indemnifying  Party")  under  this  Section  9,  then  the
Indemnified  Party shall promptly notify each Indemnifying  Party
thereof  in writing; provided, that no delay on the part  of  the
Indemnified  Party  in  notifying any  Indemnifying  Party  shall
relieve  the  Indemnifying  Party from any  obligation  hereunder
unless  (and  then  solely to the extent) the Indemnifying  Party
thereby is prejudiced.

          (b) Any Indemnifying Party will have the right to defend
the  Indemnified Party against, and undertake resolution of,  the
Third   Party  Claim  with  counsel  of  its  choice   reasonably
satisfactory  to  the  Indemnified  Party  so  long  as  (i)  the
Indemnifying  Party  notifies the Indemnified  Party  in  writing
within  15  days after the Indemnified Party has given notice  of
the  Third Party Claim (provided that the Indemnifying Party will
indemnify the Indemnified Party from and against the entirety  of
any   Adverse  Consequences  the  Indemnified  Party  may  suffer
resulting  from, arising out of, relating to or  caused  by,  and
would  not  have  resulted  but  for,  the  Indemnifying  Party's
exercise of its rights under this Section 9.4(b)), (ii) the Third
Party  Claim  involves only money damages and does  not  seek  an
injunction   or  other  equitable  relief  (provided   that   the
Indemnifying Party may participate, at its own cost and  expense,
in  any  Third Party Claim which involves injunctive or equitable
relief), and (iii) the Indemnifying Party conducts the defense of
the Third Party Claim actively and diligently.

          (c) So long as the Indemnifying Party is conducting the
defense   of   the   Third  Party  Claim   in   accordance   with
Section  9.4(b)  above,  (i)  the Indemnified  Party  may  retain
separate  co-counsel at its sole cost and expense and participate
in  the  defense  of the Third Party Claim, (ii) the  Indemnified
Party will not consent to the entry of any judgment or enter into
any  settlement with respect to the Third Party Claim without the
prior written consent of the Indemnifying Party (provided that if
such  consent is not given and there was no reasonable basis  for
not  giving  such consent, and such Third Party Claim  ultimately
results  in a monetary judgment or settlement greater  than  such
proposed  judgment  or  settlement, the  party  withholding  such
consent  shall be responsible for (x) any amount of such ultimate
judgment  or  settlement in excess of the amount of  judgment  or
settlement  so  proposed and (y) for all reasonable out-of-pocket
expenses of defense or settlement incurred subsequent to the time
that  such  consent  was withheld), (iii) the Indemnifying  Party
will  not consent to the entry of any judgment or enter into  any
settlement  with  respect to the Third Party  Claim  without  the
prior written consent of the Indemnified Party (provided that  if
such  consent is not given and there was no reasonable basis  for
not  giving  such consent, and such Third Party Claim  ultimately
results  in a monetary judgment or settlement greater  than  such
proposed  judgment  or  settlement, the  party  withholding  such
consent  shall be responsible for (x) any amount of such ultimate
judgment  or  settlement in excess of the amount of  judgment  or
settlement  so  proposed and (y) for all reasonable out-of-pocket
expenses of defense or settlement incurred subsequent to the time
that  such  consent was withheld) and (iv) the Indemnified  Party
shall cooperate in good faith to assist the Indemnifying Party in
its  defense or settlement of such Third Party Claim,  and  shall
use reasonable best efforts to mitigate the monetary damages with
respect thereto; provided, that nothing in this clause (iv) shall
be  deemed  to obligate the Indemnified Party to take any  action
which  could,  in its reasonable judgment, adversely  affect  the
continuing business interests of the Indemnified Party.

          (d) In the event any of the conditions in Section 9.4(b)
above  is  or  becomes  unsatisfied,  and  with  respect  to  the
condition set forth in Section 9.4(b)(iii) only, continues to  be
unsatisfied  for  a  period  of 15  days  after  receipt  by  the
Indemnifying  Party  of written notice of  such  event,  (i)  the
Indemnified  Party may, after consultation with the  Indemnifying
Party,  defend against, and consent to the entry of any  judgment
or  enter  into any settlement with respect to, the  Third  Party
Claim in any manner it may deem reasonably appropriate, (ii)  the
Indemnifying   Parties  will  reimburse  the  Indemnified   Party
promptly and periodically for the costs of defending against  the
Third  Party  Claim  (including reasonable  attorneys'  fees  and
expenses),  and  (iii)  the  Indemnifying  Parties  will   remain
responsible  for  any Adverse Consequences the Indemnified  Party
may  suffer resulting from, arising out of, relating to,  in  the
nature  of,  or  caused by the Third Party Claim to  the  fullest
extent provided in this Section 9.

          9.5 Limitations on Indemnification.

          (a) Neither Seller nor DynCorp shall be required to
indemnify a Buyer Indemnitee pursuant to Section 9.2(a)(i) in the
event  and  to  the extent that DynCorp and Seller can  establish
that  any  officer  or  senior manager of ALPHA  had  actual  and
specific  knowledge of such misrepresentation or  breach  on  the
date hereof.

          (b) Neither DynCorp nor Seller shall be required to pay
any indemnification otherwise due to any Person under Section 9.2
unless  the  aggregate of all amounts for which  indemnity  would
otherwise  be payable by DynCorp or Seller exceeds $300,000  (the
"Threshold"), and in such event, DynCorp and Seller be liable for
the Threshold and any such amounts in excess of the Threshold.

          (c) The total indemnification to be paid by DynCorp and
Seller  under  Sections 9.2(a)(i) and 9.2(b)(iv), (v),  (vi)  and
(viii),  shall  not  exceed  an aggregate  of  $20,000,000.   Any
amounts  payable  by DynCorp or Seller under the  provisions  set
forth   in   this  Section  9.5(c)  shall  be  applied   to   the
indemnification limitations set forth in Section 9.5(d).

          (d) Other than expressly set forth in Section 9.5(c), the
total  indemnification  to be paid by DynCorp  and  Seller  under
Sections  9.2(a), 9.2(b) (other than with respect to  indemnities
contained  in the subclauses referred to in Section  9.5(c))  and
9.2(c) shall not exceed in the aggregate the Purchase Price.  Any
indemnification  amounts payable by DynCorp or Seller  under  the
provisions set forth in this Section 9.5(d) shall not be  applied
to the indemnification limitations set forth in Section 9.5(c).

          (e) Neither DynCorp nor Seller shall be required in respect
of  any  Liability to pay any indemnification otherwise  due  any
Person  under  Section 9.2 if, and only to the  extent  that,  an
amount in respect of such Liability has been provided for in  the
Closing Balance Sheet.

          9.6 Other Indemnification Provisions.  The foregoing
indemnification  provisions are in addition to, and not in  derogation
of,  any  statutory, equitable, or common law  remedy  any  party
hereto may have for any claim or cause of action based on fraud.


10.                 NON-COMPETITION; NON-SOLICITATION.

          10.1  Covenant Not to Compete.  DynCorp and Seller undertake
that  they  shall  not,  and  shall  procure  that  none  of  its
Affiliates (including but without limitation Seller) will, for  a
period of five (5) years after the date of this Agreement (except
in  the  case  of  Section 10.1(b) and (c) where the  undertaking
shall  be  without limit of time) either alone or  jointly  with,
through  or  as  manager, adviser, consultant or  agent  for  any
Person, directly or indirectly:

          (a) carry on, or be engaged, concerned or interested in the
Business  or any business which competes, directly or indirectly,
with the Business of any member of the Parent Group as carried on
at  the  date of this Agreement and at Closing within the  United
Kingdom,  Europe, the Pacific Basin or any geographical  area  in
which  the  Business  or such business was  carried  on,  or  was
planned  to  be  carried  on, as of such  dates;  provided,  that
nothing  herein  shall preclude DynCorp, Seller  or  any  of  its
Affiliates and Subsidiaries from conducting any such business  in
Mexico  in  accordance  with DynCorp's  obligations  pursuant  to
Section 6.14(g).

          (b) use in connection with any business, or procure the use
of, any trade or business name or distinctive mark, style or logo
owned  by  any member of the Parent Group or used by  it  in  the
Business at the date of this Agreement or at the Closing;

          (c) solicit or endeavor to entice away, offer employment to
or  contract for the services of, any person who was an  employee
of  any  member of the Parent Group or employed in  the  Business
engaged  in skilled or managerial work at any time in the  period
of two (2) years immediately prior to the Closing Date.

     It is intended that each of the foregoing provisions of this
Section   10.1   shall  constitute  an  entirely   separate   and
independent restriction.

          10.2 DynAir Names.  DynCorp and Seller agree that, following
the  Closing,  (a)  they  and their respective  Subsidiaries  and
Affiliates, other than members of the Parent Group, shall have no
right to, and will cease to use, the "DynAir" name, including any
words or letters confusingly similar to such names (collectively,
the  "DynAir Names"), and that all of their respective rights  to
use  the  DynAir Names and the goodwill represented  thereby  and
pertaining thereto will be terminated at the Closing, (b) if  any
assets owned by them or any of their respective Subsidiaries  and
Affiliates  and not owned by Buyer or the Parent Group  following
the  Closing,  including,  without  limitation,  any  promotional
materials  or printed forms, bear the DynAir Names,  DynCorp  and
Seller  shall, prior to the use of such assets, delete  or  cover
the  DynAir Names and clearly indicate thereon that the  Business
is  no  longer  affiliated with DynCorp, Seller or any  of  their
respective  Subsidiaries and (c) they shall cause  DynAir  Russia
and  any  other of their respective Subsidiaries and  Affiliates,
the corporate or tradenames of which include the DynAir Names, to
change  their  respective names so as not to include  the  DynAir
Names on or immediately following the Closing (except that DynAir
Russia's  name  need only be changed within six months  following
Closing);  provided,  that  no such  change  to  DynAir  Mexico's
corporate name will be required to be made hereunder so  long  as
DynCorp  and  Seller  are  in compliance  with  Section  6.14(g).
DynCorp and Seller agree that they will enforce in good faith all
remedies available at law or equity for any breach of any of  the
provisions  of Section 5.5 of the Stock Purchase Agreement  dated
as  of  June  30,  1995  by and among DynCorp,  DynCorp  Aviation
Services, Inc. and Sabreliner Corporation.

          10.3 Enforceability.

          (a) DynCorp, Seller, Buyer and ALPHA hereby agree that
whilst  the  restrictions set out in Section 10.1 are  considered
fair  and reasonable, if a court of competent jurisdiction  shall
hold  that  any  of the restrictions stated herein  are  void  or
unenforceable as going beyond what is fair and reasonable in  all
the  circumstances  and if by deleting part  of  the  wording  or
substituting  a shorter period of time or different  geographical
limit  or  a more restricted range of activities for any  of  the
periods of time, geographical limits or ranges of activities  set
out  in  Section 10.1 it would not be void, then there  shall  be
substituted such next less extensive period or limit or  activity
or  such  deletions  shall be made as shall render  Section  10.1
valid and enforceable.

         (b) In the event that DynCorp sells all or more than 50% of
the  assets of DynCorp or any of its Subsidiaries to any  Person,
or  any  Person acquires or otherwise obtains, by way of  merger,
stock  purchase, recapitalization or otherwise, more than 50%  of
the common stock of DynCorp (calculated on a fully diluted basis)
or  its  Subsidiaries, prior to the termination of its obligation
under  this Section 10, DynCorp shall cause such Person to  enter
into a binding agreement in favor and on terms enforceable by the
Companies  in  which such Person shall agree to be bound  by  the
terms  of this Section 10 in relation to the company or companies
acquired by it until the expiration of the obligations of DynCorp
and Seller as set forth this Section 10.

         10.4  No Solicitation.  Neither DynCorp nor any of its
Subsidiaries  shall,  nor  will DynCorp  permit  its  affiliates,
officer,  directors, employees, representatives  and  agents  to,
directly  or  indirectly,  solicit, initiate  or  participate  in
discussions  or  negotiations with, or  provide  any  information
(including a copy or terms of this Agreement) to, any  Person  or
group   of   Persons   (other  than  ALPHA   or   an   Affiliate,
representative or agent of ALPHA) concerning, or enter  into  any
agreement  providing for (other than in the  ordinary  course  of
business), the merger, sale of material assets, sales  of  shares
of  capital stock or similar transactions involving the Companies
or   any   of   them,  or  DynAir  Russia  (except  as  otherwise
contemplated  hereby) (a "Company Sale"); provided, that  DynCorp
may furnish or cause to be furnished information to such Persons,
may  participate  in such discussions or negotiations  with  such
Persons  in response to an unsolicited communication or take  any
other  action  as  directed  by  DynCorp's  outside  counsel   if
DynCorp's outside counsel issues a written opinion that the terms
of the related proposal are such that the failure to provide such
information,  participate in such discussions or negotiations  or
take  such  other action could reasonably involve the members  of
DynCorp's  Board  of  Directors in a breach  of  their  fiduciary
duties   (a   "Specified  Offer").   DynCorp   will   immediately
communicate  to ALPHA the terms of any proposal received  or  the
fact that DynCorp has received an inquiry with respect to, or has
participated  in discussions or negotiations or  taken  any  such
other action in respect of, any such transaction with any Person,
and  DynCorp shall keep ALPHA fully informed, on a prompt  basis,
of  all  communications  between  DynCorp  and  such  Persons  in
connection therewith.


11.                  GUARANTEE OF ALPHA.  In consideration of the
mutual  covenants  contained herein ALPHA  hereby  guarantees  in
favor of Seller and DynCorp the prompt and timely performance  of
each  of  the  obligations made and assumed by Buyer  under  this
Agreement and ALPHA shall on demand by Seller or DynCorp  perform
and  discharge in a timely fashion any obligation of Buyer  under
this  Agreement if Buyer fails to perform and discharge the  same
on its due date.


12.                 TERMINATION OF AGREEMENT.

          12.1 Termination.  The parties hereto may terminate this
Agreement as provided below:

          (a)  The parties hereto may terminate this Agreement by
mutual written consent at any time prior to the Closing;

          (b)  Buyer may terminate this Agreement by giving written
notice to Seller and DynCorp at any time prior to the Closing  in
the  event  (i)  Seller  or  DynCorp has  breached  any  material
representation, warranty, or covenant contained in this Agreement
in  any  material  respect, or it appears that any  of  the  said
representations  or  warranties are or have  been  inaccurate  or
misleading in a material respect or (ii) any act or event  occurs
which,  had  it occurred before the date of this Agreement  would
have  constituted a breach of any of the said representations  or
warranties;  provided, that in determining the materiality  of  a
misrepresentation  or  breach  of  any  such  representation   or
warranty,  Buyer shall consider whether the matter misrepresented
or  breached  is solely of a financial nature without  any  other
material consequence for the Parent Group, Buyer or ALPHA, and if
so,   whether   a  payment  by  DynCorp  by  way   of   financial
indemnification  of not more than 10% of the  Purchase  Price  is
sufficient  to  remedy such misrepresentation or  breach  in  its
entirety;

          (c) Buyer may terminate this Agreement by giving written
notice to Seller and DynCorp at any time prior to the Closing  if
the  Closing  shall not have occurred on or before September  15,
1995  by  reason of the failure of any condition precedent  under
Section 7 hereof (unless the failure results primarily from Buyer
itself   breaching  any  representation,  warranty,  or  covenant
contained in this Agreement);

          (d) Seller may terminate this Agreement by giving written
notice  to  Buyer at any time prior to the Closing in  the  event
Buyer  has  breached  any material representation,  warranty,  or
covenant contained in this Agreement in any material respect;

          (e) Seller may terminate this Agreement by giving written
notice to Buyer at any time prior to Closing if the Closing shall
not  have occurred on or before September 15, 1995, by reason  of
the  failure  of any condition precedent under Section  8  hereof
(unless  the failure results primarily from the Seller  breaching
any  representation,  warranty, or  covenant  contained  in  this
Agreement);

          (f) Notwithstanding anything contained herein to the
contrary, this Agreement shall automatically terminate if,  prior
to  the purchase of Stock at the Closing (i) a Person or group of
Persons  shall have made a binding offer to complete a  Specified
Offer,  (ii)  ALPHA does not make, within five  days  of  ALPHA's
receiving notice of such third-party offer (which notice shall be
made  immediately),  an  offer which the Board  of  Directors  of
DynCorp believes, in good faith after consultation with DynCorp's
outside legal and financial advisors, is at least as favorable to
DynCorp's   stockholders   as   such   third-party   offer    and
(iii)  DynCorp  or  Seller accepts such binding offer;  provided,
that if the Closing has not occurred on or prior to September 15,
1995  and  a  Specified Offer has been made which  has  not  been
rejected  by DynCorp and Seller in writing as of such date,  this
Agreement shall automatically terminate on September 15, 1995;

          (g) ALPHA or DynCorp may terminate this Agreement if any
court  of  competent jurisdiction in the United States  or  other
United  States  governmental body shall  have  issued  an  order,
decree or ruling or taken any other action restraining, enjoining
or  otherwise prohibiting the transactions described  herein  and
such  order,  decree, ruling or other action  shall  have  become
final and non-appealable.

          12.2  Effect of Termination.

          (a)  If any party terminates this Agreement pursuant to
Section  12.1 above, Escrow Agent shall be instructed  to  return
the Deposit to ALPHA unless:

               (i)  Seller terminates this Agreement pursuant to Section
12.1(d); or

               (ii) Buyer terminates this Agreement pursuant to Section
12.1(c) solely as a result of the failure of one or more  of  the
conditions precedent set forth in Sections 7.8, 7.9 and 7.10;

          (b) If any party terminates this Agreement, DynCorp shall
pay  ALPHA  $5,000,000 (in addition to the return of the  Deposit
pursuant to Section 12.2(a) above) in the event that:

               (i) Buyer terminates this Agreement pursuant  to
Section 12.1(b)(i); or

               (ii) Buyer terminates this Agreement pursuant  to
Section 12.1(c) solely as a result of the failure of one or  more
of  the  conditions precedent set forth in Sections  7.12,  7.14,
7.15, 7.16, 7.17 and 7.20.

          (c) If this Agreement is terminated in accordance with
Section 12.1(f) above (including, without limitation, the proviso
set  forth  therein),  DynCorp shall  pay  ALPHA  $8,000,000  (in
addition to the return of the Deposit pursuant to Section 12.2(a)
above).   In  the event that (i) this Agreement is terminated  in
any of the circumstances described in Section 12.2(b) above, (ii)
ALPHA  did  not receive the $8,000,000 payment described  in  the
immediately preceding sentence of this Section 12.2(c) and  (iii)
DynCorp  or  Seller accepts, within twelve (12) months  following
the date of termination of this Agreement, an offer to consummate
a Company Sale from a Person or group of Persons (or any of their
respective  Affiliates) who made a Specified Offer prior  to  the
termination of this Agreement, DynCorp and Seller shall pay ALPHA
an amount equal to $8,000,000 less the amount, if any, previously
paid  to ALPHA pursuant to Section 12.2(b) above (other than  the
Deposit).

          (d) Each of the parties hereby acknowledges that all
amounts  payable  and any forfeiture of the  Deposit  under  this
Section 12.2 shall constitute liquidated damages in lieu  of  any
actual damages for termination of this Agreement.

          (e) All amounts payable hereunder shall be made promptly
(but  in  any  event within five (5) Business Days following  the
date of termination.

          (f) Notwithstanding the foregoing, nothing contained herein
shall  relieve any party hereto from liability for any  claim  or
cause of action based on fraud (whether at common law, statutory,
equity or otherwise).


13.              MISCELLANEOUS PROVISIONS.

          13.1 Certain Definitions.  As used in this Agreement, the
following terms have the meanings set forth below:

                "Adverse Consequences" means all actions,  suits,
proceedings,   hearings,  investigations,  charges,   complaints,
claims,   demands,   injunctions,  judgments,  orders,   decrees,
rulings, damages, dues, penalties, fines, costs, amounts paid  in
settlements,  Liabilities,  obligations,  Taxes,  Liens,  losses,
expenses,   and  fees,  including  court  costs  and   reasonable
attorneys' fees.

                "Aeroflot" has the meaning set forth  in  Section 6.10.

                "Affiliate" means with respect to any Person, any
other  Person that directly, or indirectly through  one  or  more
intermediaries, controls, or is controlled by, or is under common
control  with, such Person.  For the purpose of this  definition,
"control"   as  applied  to  any  Person  means  the  possession,
directly,  or  indirectly, of the power to direct  or  cause  the
direction of the management and policies of such Person,  whether
through  the  ownership  of voting securities,  by  contract,  or
otherwise.

               "ALPHA Circular" means the Circular (incorporation
listing  particulars concerning ALPHA) required by the  rules  of
The   London  Stock  Exchange  to  be  issued  by  ALPHA  to  its
shareholders describing the transaction as provided for  by  this
Agreement  and  (inter  alia)  convening  the  meeting  of   such
shareholders at which a resolution is to be proposed  to  approve
the same.

                "Benefit Plan" means, with respect to any Company
any  employee  benefit plan, arrangement, policy  or  commitment,
including,  without  limitation, any  employment,  consulting  or
deferred  compensation agreement, executive compensation,  bonus,
incentive,  pension, profit-sharing, savings,  retirement,  stock
option,  stock purchase or severance pay plan, any life,  health,
disability  or accident insurance plan, any holiday  or  vacation
practice  or  any  employee benefit plan within  the  meaning  of
Section 3(3) of ERISA, as to which such Company has any direct or
indirect, actual or contingent Liability.

                "Business  Day"  means  a  day  which  is  not  a
Saturday, Sunday, or day on which banking institutions in London,
England, are authorized or required by law, regulation, executive
order or otherwise, to be closed.

                "Closing"  means the closing of the  transactions
contemplated by this Agreement.

                "Closing  Date"  has  the meaning  set  forth  in Section 2.1.

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

                "Companies"  means,  collectively,  Air  Carrier
Services,  Inc., a Virginia corporation, DynAir Fueling  Inc.,  a
Delaware  corporation, DynAir Fueling of Nevada  Inc.,  a  Nevada
Corporation,  DynAir CFE Services, Inc., a Delaware  corporation,
DynAir  Technologies International, Inc., a Virginia corporation,
DynAir Services Inc., a Delaware corporation, DynAir Maintenance,
Inc.,  a  New  York  corporation, DynCorp/DynAir  Corporation,  a
California  corporation, DAPSCO, Inc., a California  Corporation,
DynAir  Euroservices (UK) Ltd., and DynAir Euroservices  (Italia)
S.p.A.,  the  details of each of which are set forth in  Schedule
5.3.

                "Company  Benefit Plan" means  any  Benefit  Plan
which  provides  benefits  with  respect  to  current  or  former
employees of any of the Companies.

               "Company Financial Statements" has the meaning set
forth in Section 5.5(a).

                "Company  Sale"  has  the meaning  set  forth  in Section 10.4.

                "Company Services" has the meaning set  forth  in Section 5.23.

                "Confidential Information" means any  information
concerning the businesses or affairs of ALPHA, Buyer, any  member
of the Parent Group or any of their respective Affiliates that is
not already generally available to the public.

                "Contracts" has the meaning set forth in  Section 5.10(b).

                "Corporate Services Agreement" has the meaning set
forth in Section 6.14.

                "Deposit" means the amount of $5,000,000  as  set
forth  in Section 1.2(b), together with interest accrued  thereon
under the terms of the Escrow Agreement.

               "DynAir Mexico" means DynAir de Mexico S.A de C.V.

                "DynAir  Names"  has  the meaning  set  forth  in Section 10.2.

                "DynAir  Russia"  means DynAir  Russia  Services,
Inc.,  a  Delaware  corporation and wholly  owned  subsidiary  of
DynAir Services Inc.

                "DynCorp  Class C Approval" has the  meaning  set
forth in Section 3.2.

                "DynCorp's  and  Seller's  Knowledge"  means  the
actual   knowledge  by  an  officer  or  senior  manager   having
responsibility for the relevant function of the Companies.

               "Elections" has the meaning set forth in  Section 6.13(j).

               "Environmental 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 or administrative orders and  determinations,
all  contractual obligations 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,  transport, treatment, storage, disposal, distribution,
labeling,  testing,  processing, discharge,  release,  threatened
release,  control,  or  cleanup of  any  hazardous  or  otherwise
regulated materials, substances or wastes, chemical substances or
mixtures,  pesticides, pollutants, contaminants, toxic chemicals,
petroleum   products  or  byproducts,  asbestos,  polychlorinated
biphenyls, noise or radiation.

                "Equipment Leases" has the meaning set  forth  in
Section 6.14(a).

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

                "Escrow  Agent" means Bankers Trust  Company,  as
escrow agent under the terms of the Escrow Agreement.

                "Escrow  Agreement" has the meaning set forth  in
Section 1.2(b).

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

                "Governmental Body" means any government  entity,
department,  agency  or  political subdivision  of  any  foreign,
federal, state, local or municipal government.

                "Heller  Funding Arrangements" means the  funding
arrangements  pursuant  to  (i) the Equipment  Funding  Agreement
dated  as  of  January 20, 1995, and (ii) the  Equipment  Funding
Agreement dated as of February 8, 1995, in each case by and among
Heller Financial Leasing, Inc. and certain of the Companies.

                "HSR  Act"  has the meaning set forth in  Section 3.3.

                "Indebtedness"   means,   without   duplication,
(i)  indebtedness for borrowed money or for the deferred purchase
price of property or services in respect of which any Company  is
liable, contingently or otherwise, as obligor or otherwise (other
than trade payables and other current liabilities incurred in the
ordinary  course  of  business) or any commitment  by  which  any
Company  assures  a  creditor against loss, including  contingent
reimbursement  obligations with respect  to  letters  of  credit,
(ii)  indebtedness  guaranteed in  any  manner  by  any  Company,
including guarantees in the form of an agreement to repurchase or
reimburse,  (iii)  all present and future obligations  under  all
leases classified as a finance lease or under Equipment Leases in
respect  of which obligations any Company is liable, contingently
or  otherwise, as obligor, guarantor or otherwise, or in  respect
of which obligations any Company assures a creditor against loss,
(iv) (other than with respect to Section 6.14(b)) any unsatisfied
obligation  of  any  Company  or  any  of  its  Subsidiaries  for
"withdrawal  liability" to a "multiemployer plan" as  such  terms
are  defined  under ERISA, and (v) amounts paid or payable  under
any  other transaction having the commercial effect of  a  borrow
ing.

                "Indemnified Party" has the meaning set forth  in Section 9.4.

                "Indemnifying Party" has the meaning set forth in Section 9.4.

                "Insurance   Policies"   means   the   workers'
compensation,  aviation liability and other third party  policies
of  insurance effected by DynCorp for the benefit (among  others)
of  the  Parent  Group, the details of which  are  set  forth  in
Schedule 5.22.

                "Interim Office Lease" has the meaning set  forth
in Section 6.14(c).

                "ISRA" means Industrial Site Recovery Act enacted
by the State of New Jersey, as amended from time to time.

                "JFK  Property"  means the property  at  John  F.
Kennedy  International Airport in which the Companies  conduct  a
portion of the Business.

               "Liability" means any 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),  including  any
liability for Taxes.

                 "Lien"  means  any  mortgage,  pledge,  security
interest, encumbrance, lien or charge of any kind.

                "Location  Material  Adverse  Effect"  means  any
material adverse effect on the ability of any Company to  conduct
the  Business  at  one  or more locations at  which  the  Company
presently  operates; provided, that a Location  Material  Adverse
Effect shall not be deemed to have  occurred unless such location
or locations, individually or in the aggregate (i) comprised, for
the fiscal year ended December 31, 1994, or (ii) could reasonably
be expected to comprise in the future, in each case, five percent
(5%)  or  more  of  the Companies' combined revenues,  assets  or
earnings,  determined in accordance with the accounting  policies
and  principles used in the preparation of the Reference  Balance
Sheet.

                "Material  Adverse  Effect"  means  any  material
adverse   effect  upon  (a)  the  business,  assets,  operations,
condition  (financial or otherwise) or prospects  in  respect  of
existing  operations of the Parent Group taken as a whole,  which
could  reasonably be expected to result in either (i) a  decrease
of  2% or more of the Companies' combined tangible net assets  as
set  forth on the Reference Balance Sheet, or (ii) a decrease  of
0.5%  or  more  of the Companies' combined revenues or  operating
profit  as  compared  to  the  Companies'  combined  revenues  or
operating profit for the fiscal year ended December 31, 1994,  in
each  case determined in accordance with the accounting  policies
and  procedures used in the preparation of the Reference  Balance
Sheet,  or  (b) the ability of Seller, DynCorp or ALPHA,  as  the
case  may  be, to perform its obligations hereunder or consummate
the transactions contemplated hereby.

                "Operating  Leases" means (a)  the  Master  Lease
dated  December  31,  1991 between DynCorp and  General  Electric
Credit Corporation and (b) the Operating Lease dated November  4,
1987  between DynCorp and PHH FleetAmerica, Inc., the details  of
which are set forth on Schedule 6.14(a)(i).

                "Overlap  Period" has the meaning  set  forth  in
Section 6.13(b).

               "Parent" has the meaning set forth in the recitals
hereto.

                "Parent Group" means the Parent and the Companies
taken  together or (as the context so requires) any of them,  and
references to a "member of the Parent Group" shall mean  any  one
or more of them (as the case may be).

                "Permits"  has the meaning set forth  in  Section 5.9(b).

               "Permitted Liens" means (a) Liens disclosed on the
Reference  Balance  Sheet  or the footnotes  thereto,  (b)  Liens
securing  Taxes, assessments, governmental charges or levies,  or
the claims of materialmen, carriers, landlords, and like persons,
all  of  which are not yet due and payable or are being contested
in   good  faith  and  for  which  adequate  reserves  have  been
established  on  the Company Financial Statements  in  accordance
with  GAAP,  (c) Liens pursuant to any operating  leases  of  the
Companies  (other than the Equipment Leases), or (d) minor  Liens
of  a character that do not substantially impair the value of the
assets or properties subject thereto or interfere in any material
respect with the conduct of any Company's business.

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

                "Pre-Closing Periods" shall mean all Tax  periods
ending on or before the Closing Date and, with respect to any Tax
period  that includes but does not end on the Closing  Date,  the
portion  of  such  period that ends on and includes  the  Closing
Date;

               "Projections" has the meaning set forth in Section 5.5(b).

                "Proprietary  Rights" means all  patents,  patent
applications, patent disclosures and inventions (whether  or  not
patentable and whether or not reduced to practice); all trade and
corporate names, service marks, trademarks, trade dress  and  all
goodwill  associated therewith; all copyrights; all registrations
and applications and renewals for any of the foregoing; all trade
secrets, confidential information, ideas, formulae, compositions,
know-how,  manufacturing and production processes and techniques,
research  information, drawings, specifications, designs,  plans,
improvements,    proposals,   technical   and   computer    data,
documentation  and  software, financial, business  and  marketing
plans,  customer  and  supplier lists  and  related  information,
marketing  and  promotional materials and all other  information,
know-how  and  intellectual  property  rights  and  all  tangible
embodiments thereof and the benefit (and burden) of any  and  all
licenses in connection with any of the foregoing.

                 "Receivables  Program"  means  the  arrangements
pursuant  to  each  of the Sale and Purchase  Agreements  by  and
between  Dyn  Funding  Corporation, a Delaware  corporation,  and
certain of the Companies, each dated as of January 1, 1992, under
which each such Company sells certain accounts receivables to Dyn
Funding Corporation.

                "Reference  Balance Sheet" has  the  meaning  set
forth in Section 5.5(a).

                "Relative"  means  a natural person  who  is  the
parent, child, spouse or sibling of the natural person specified.

               "Russian Partnership" has the meaning set forth in Section 6.10.

               "Russian Restructuring" has the meaning set forth in
Section 6.10.

                "Seller Group" means any affiliated group (within
the  meaning  of  Section 1504 of the Code or any  similar  group
defined under a similar provision of state, local or foreign law)
of which any Company is or has been a member.

                "Seller Indemnitees" has the meaning set forth in Section 9.3.

                "Specified  Offer" has the meaning set  forth  in Section 10.4.

                "Specified  Properties" are  the  properties  and
locations  in Reno, Nevada and Oklahoma City, Oklahoma  at  which
the Companies conduct a portion of the Business.

                "Subsidiaries" means any Person with  respect  to
which  another specified Person (or a subsidiary thereof) owns  a
majority  of the common stock or has the power to vote or  direct
the  voting of sufficient securities to elect a majority  of  the
directors.

                "Tangible Net Worth" has the meaning set forth in
Section 1.3(e).

                "Tax"  means any federal, state, local or foreign
income,   gross   receipts,  franchise,  estimated,   alternative
minimum,  add-on  minimum, sales, use,  transfer,  real  property
gains,  registration,  value  added, excise,  natural  resources,
severance,  stamp,  occupation, windfall profits,  environmental,
customs, duties, real property, personal property, capital stock,
social  security,  unemployment,  disability,  payroll,  license,
employee  or other withholding, commercial rent or other  tax  or
fee  (including  airport permit and port fees and Russian  excess
wage  tax,  housing  and  road taxes), of  any  kind  whatsoever,
including any interest, penalties or additions to tax or  similar
items in respect of the foregoing (whether disputed or not).

                "Tax  Deficiency", for purposes of Section  5.14,
shall include a reduction in any net operating losses.

                 "Tax   Return"   means   any   return,   report,
declaration,  claim  for  refund,  information  return  or  other
document (including any related or supporting schedule, statement
or  information  and including any amendment  thereof)  filed  or
required  to  be filed by any Person and relating to the  income,
properties or operations of any member of the Parent Group or the
Seller  Group  connection with the determination,  assessment  or
collection  of any Tax of any part or the administration  of  any
laws, regulations or administrative requirements relating to  any
Tax in all cases only for any Pre-Closing Period.

                "Third Party Claim" has the meaning set forth  in Section 9.4.

                "Threshold" has the meaning set forth in  Section 9.5.

               "Vincentown Property" has the meaning set forth in
Section 6.14(f).

                "Wrightstown Property" has the meaning set  forth
in Section 6.14(f).

          13.2  Notices.  All notices, communications and deliveries
hereunder shall be made in writing signed by the party making the
same, shall specify the Section hereunder pursuant to which it is
given or being made, and shall be deemed given or made on (a) the
date  delivered  if  delivered in person or sent  by  telecopier,
(b)  the  first  Business Day after the date  it  is  sent  by  a
nationally  recognized  courier, or (c) the  third  Business  Day
after  the date it is mailed if mailed by registered or certified
mail  (return  receipt requested) (with postage  and  other  fees
prepaid) as follows:

               If to Seller or DynCorp:

                    DynCorp
                    2000 Edmund Halley Drive
                    Reston, VA 22091-3426
                    Telecopier:    (703) 264-9199
                                   (703) 264-9147
                    Attn:  Senior Vice President and
                           General Counsel

               If to Buyer or ALPHA:

                    Alpha Airports Group Plc
                    Europa House
                    804 Bath Road
                    Cranford
                    Middlesex TW5 9US
                    Telecopier:    (44) 181-754-7603
                    Attn:  Chief Executive Officer

                    with a copies to (which shall
                      not constitute notice to Buyer or ALPHA):

                    Paisner & Co.
                    Bouverie House
                    154 Fleet Street
                    London EC4A 2DQ
                    Telecopier:    (44) 171-583-8621
                    Attn:  Keith Stella, Esq.

                    Kirkland & Ellis
                    Citicorp Center
                    153 East 53rd Street
                    New York, NY 10022-4675
                    Telecopier:    (212) 446-4900
                    Attn:  Stephen M. Zide, Esq.


      or to such other representative or at such other address of
a  party as such party hereto may furnish to the other parties in
writing.

          13.3  Governing Law.  This Agreement shall be governed by and
construed  in accordance with the Laws of the State of New  York,
without regard to the conflicts of laws provisions thereof.

          13.4  Amendments and Waivers.  No amendment of any provision
of  this  Agreement shall be valid unless the same  shall  be  in
writing and signed by Buyer and DynCorp.  No waiver by any  party
of  any  default,  misrepresentation, or breach  of  warranty  or
covenant  hereunder, whether intentional or not, shall 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.

          13.5 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.

          13.6 Incorporation of Exhibits and Schedules.  The Exhibits
and  Schedules  identified  in this  Agreement  are  incorporated
herein by reference and made a part hereof.

          13.7 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.

          13.8 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 related in any way to the  subject
matter hereof.

          13.9 Specific Performance.  Each of the parties acknowledges
and agrees that the other parties would be damaged irreparably in
the  event  any  of  the  provisions of this  Agreement  are  not
performed  in  accordance with their specific terms or  otherwise
are  breached.  Accordingly, each of the parties agrees that  the
other  parties shall be entitled to an injunction or  injunctions
to  prevent breaches of the provisions of this Agreement  and  to
enforce  specifically this Agreement and the terms and provisions
hereof  in any action instituted in any court having jurisdiction
over  the parties and the matter, in addition to any other remedy
to which they may be entitled, at law or in equity.

          13.10 No Strict Construction.  The language used in this
Agreement will be deemed to be the language chosen by the parties
hereto  to  express their mutual intent, and no  rule  of  strict
construction will be applied against any person.

          13.11 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
Buyer and DynCorp; provided, that Buyer may (a) assign any or all
of  its  rights  and interests hereunder to one or  more  of  its
Affiliates  or  any  Person providing  financing  to  Buyer,  its
designee(s) or the Companies and (b) designate one or more of its
Affiliates to perform its obligations hereunder (in any or all of
which  cases Buyer nonetheless shall remain responsible  for  the
performance of all of its obligations hereunder).

          13.12 Counterparts.  This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original  but
all   of  which  together  will  constitute  one  and  the   same
instrument.

          13.13 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.

          13.14 Time of the Essence; Computation of Time.  Time is of the
essence for each and every provision of this Agreement.  Whenever
the  last  day for the exercise of any privilege or the discharge
of  any  duty hereunder shall fall upon any day which  is  not  a
Business  Day,  the  party  having such  privilege  or  duty  may
exercise  such  privilege or discharge  such  duty  on  the  next
succeeding Business Day.


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

DYNCORP  AVIATION  SERVICES, INC.

By:    D.L. Reichardt

Name:  D.L. Reichardt
Title: Vice President


DYNCORP

By:    D.L. Reichardt

Name:  D.L. Reichardt
Title: Senior Vice President


ALPHA AIRPORTS GROUP PLC

By:    P. Harrison

Name:  P. Harrison
Title: Chief Executive Officer

ALPHA US HOLDINGS, INC.

By:    P. Harrison

Name:  P. Harrison
Title: Director