{"id":43526,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/purchase-and-sale-agreement-alpha-airports-group-plc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"purchase-and-sale-agreement-alpha-airports-group-plc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/purchase-and-sale-agreement-alpha-airports-group-plc-and.html","title":{"rendered":"Purchase and Sale Agreement &#8211; Alpha Airports Group PLC and DynCorp"},"content":{"rendered":"<pre>\n                                 PURCHASE AND SALE AGREEMENT\n\n                                         by and among\n\n                                  ALPHA AIRPORTS GROUP PLC,\n                             a company organized under the laws\n                                         of England,\n\n                                   ALPHA US HOLDINGS, INC.,\n                                   a Delaware corporation,\n\n                               DYNCORP AVIATION SERVICES, INC.,\n                                   a Delaware corporation,\n\n                                             and\n\n                                           DYNCORP,\n                                   a Delaware corporation\n\n                                        August 8, 1995\n\n                                      TABLE OF CONTENTS\n                                                                       Page\n\n    SECTION 1. PURCHASE AND SALE OF SHARES                                2\n        1.1   Purchase and Sale of Shares                                 2\n        1.2   Purchase Price                                              2\n        1.3   Purchase Price Determination                                2\n\n    SECTION 2.  CLOSING; CLOSING DATE                                     5\n        2.1   Closing; Closing Date                                       5\n        2.2   Delivery of Stock                                           5\n\n    SECTION 3.  REPRESENTATIONS AND WARRANTIES OF SELLER AND DYNCORP      6\n        3.1   Organization                                                6\n        3.2   Authorization                                               6\n        3.3   No Conflicts                                                6\n        3.4   No Brokers                                                  7\n        3.5   Title to Stock                                              7\n\n    SECTION 4.  REPRESENTATIONS AND WARRANTIES OF BUYER AND ALPHA         7\n        4.1   Organization                                                7\n        4.2   Authorization                                               7\n        4.3   No Conflict                                                 8\n        4.4   No Brokers                                                  8\n\n    SECTION 5.  REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANIES   8\n        5.1   Organization, Qualification, and Corporate Power            8\n        5.2   No Conflict                                                 9\n        5.3   Capitalization                                              9\n        5.4   Subsidiaries; Parent                                       10\n        5.5   Financial Statements; Projections                          11\n        5.6   Interim Changes                                            11\n        5.7   Absence of Undisclosed Liabilities                         14\n        5.8   Litigation                                                 14\n        5.9   Legal Compliance; Permits and Licenses                     15\n        5.10  Contracts and Other Agreements                             16\n        5.11  Compliance; Change of Control                              18\n        5.12  No Brokers                                                 18\n        5.13  Real Property                                              18\n        5.14  Tax Matters                                                20\n        5.15  Accounts and Notes Receivable                              22\n        5.16  Inventory                                                  23\n        5.17  Tangible Property                                          23\n        5.18  Proprietary Rights                                         23\n        5.19  Suppliers and Customers                                    24\n        5.20  Employee Benefit Plans                                     25\n        5.21  Labor Matters; Employees                                   26\n        5.22  Insurance                                                  28\n        5.23  Company Services                                           28\n        5.24  Transactions with Affiliates                               29\n        5.25  Environmental Matters                                      29\n        5.26  Disclosure                                                 31\n\n    SECTION 6.     CERTAIN COVENANTS AND AGREEMENTS                      31\n        6.1   Best Efforts                                               31\n        6.2   Conduct of Business                                        31\n        6.3   Monthly Financial Statements                               34\n        6.4   Transfer of Stock                                          34\n        6.5   Notice of Developments                                     34\n        6.6   Expenses                                                   35\n        6.7   Actions With Respect to Sale of Parent and the Companies   35\n        6.8   Further Assurances                                         35\n        6.9   Access to Records                                          36\n        6.10  DynAir Russia.                                             36\n        6.11  Confidentiality                                            37\n        6.12  Public Announcements                                       38\n        6.13  Tax Covenants                                              38\n        6.14  Other Agreements                                           44\n        6.15  Seller Consents and Approvals                              46\n        6.16  ALPHA Shareholder Approval                                 46\n        6.17  Insurance Matters                                          47\n\n    SECTION 7.  CONDITIONS TO THE OBLIGATION OF BUYER                    47\n        7.1   Representations, Warranties and Covenants                  47\n        7.2   Opinion of the Seller's Counsel                            48\n        7.3   Consents (Regulatory)                                      48\n        7.4   Corporate Services Letter Agreement                        48\n        7.5   Material Adverse Change                                    48\n        7.6   Proceedings                                                48\n        7.7   Resignations                                               49\n        7.8   ALPHA Shareholder Approval                                 49\n        7.9   Underwriting Agreement                                     49\n        7.10  Bank Agreement                                             49\n        7.11  Actions of Seller                                          49\n        7.12  Repayment of Indebtedness                                  49\n        7.13  Release of Liens and Guarantees                            49\n        7.14  Equipment Leases                                           50\n        7.15  DynAir Russia                                              50\n        7.16  Receivables Program                                        50\n        7.17  Pre-Closing Reorganizations.                               50\n        7.18  Escrow Agreement.                                          50\n        7.19  Material Consents (Contracts and Permits)                  50\n        7.20  DynCorp Class C Approval.                                  50\n        7.21  Waiver                                                     50\n\n    SECTION 8.  CONDITIONS TO OBLIGATIONS OF SELLER                      51\n        8.1   Representations and Warranties                             51\n        8.2   Opinion of the Buyer's Counsel                             51\n        8.3   HSR                                                        51\n        8.4   Waiver                                                     51\n\n    SECTION 9.  INDEMNIFICATION                                          51\n        9.1   Survival of Representations and Warranties                 51\n        9.2   Obligations of Seller and DynCorp to Indemnify Buyer       52\n        9.3   Obligation of ALPHA and Buyer to Indemnify Seller and\n              DynCorp                                                    55\n        9.4   Matters Involving Third Parties                            55\n        9.5   Limitations on Indemnification                             57\n        9.6   Other Indemnification Provisions                           58\n\n    SECTION 10.    NON-COMPETITION; NON-SOLICITATION                     58\n        10.1  Covenant Not to Compete                                    58\n        10.2  DynAir Names                                               59\n        10.3  Enforceability                                             60\n        10.4  No Solicitation                                            60\n\n    SECTION 11.    GUARANTEE OF ALPHA                                    61\n\n    SECTION 12.    TERMINATION OF AGREEMENT                              61\n        12.1  Termination                                                61\n        12.2  Effect of Termination                                      63\n\n    SECTION 13.  MISCELLANEOUS PROVISIONS                                64\n        13.1  Certain Definitions                                        64\n        13.2  Notices                                                    72\n        13.3  Governing Law                                              73\n        13.4  Amendments and Waivers                                     73\n        13.5  Severability                                               74\n        13.6  Incorporation of Exhibits and Schedules                    74\n        13.7  No Third-Party Beneficiaries                               74\n        13.8  Entire Agreement                                           74\n        13.9  Specific Performance                                       74\n        13.10  No Strict Construction                                    74\n        13.11  Succession and Assignment                                 74\n        13.12  Counterparts                                              75\n        13.13  Headings                                                  75\n        13.14  Time of the Essence; Computation of Time                  75\n\n                         Index to Exhibits and Schedules\n\n              Schedule 1.3              Reference Balance Sheet Accounting\n                                        Policies and Basis of Preparation\n              Schedule 5.3              Details of the Companies\n              Schedule 5.4              Details of the Subsidiaries\n              Schedule 5.5(a)           Financial Statements\n              Schedule 5.5(b)           Projections\n              Schedule 5.6              Interim Changes\n              Schedule 5.7              Undisclosed Liabilities\n              Schedule 5.8              Litigation\n              Schedule 5.9(a)           Legal Compliance\n              Schedule 5.9(b)           Permits and Licenses\n              Schedule 5.10(a)          Contracts\n              Schedule 5.10(b)          Exceptions to Contracts\n              Schedule 5.11             Compliance; Change of Control\n              Schedule 5.13(a)          Real Property: Owned or Leased\n              Schedule 5.13(b)          Exceptions to Owned Property\n              Schedule 5.13(c)          Exceptions to Leased Property\n              Schedule 5.14             Tax Matters\n              Schedule 5.15             Receivables\n              Schedule 5.17             Tangible Property\n              Schedule 5.18             Proprietary Rights\n              Schedule 5.19             Suppliers and Customers\n              Schedule 5.20             Employee Benefit Plans\n              Schedule 5.21             Labor Matters\n              Schedule 5.22             Insurance\n              Schedule 5.23             Company Services\n              Schedule 5.24             Transactions With Affiliates\n              Schedule 5.25             Environmental Matters\n              Schedule 6.4              Transfer of Stock\n              Schedule 6.14(a)(i)       Equipment Leases\n              Schedule 6.14(a)(ii)      Retained Operating Leases\n              Schedule 6.14(b)          Indebtedness Not Repaid; Liens Not\n                                        Released\n              Schedule 7.19             Material Consents\n\n              Exhibit A -       Escrow Agreement\n              Exhibit B -       DynCorp Class C Approval\n              Exhibit C -       Employees List\n              Exhibit D -       Confidentiality Letter\n              Exhibit E -       Corporate Services Letter Agreement\n              Exhibit F -       Opinion of Counsel for DynCorp and Seller\n              Exhibit G -       Opinion of Counsel for ALPHA and Buyer\n\n\n                    PURCHASE AND SALE AGREEMENT\n\n          PURCHASE AND SALE AGREEMENT (this \"Agreement\") dated as\nof  August  8,  1995, by and among ALPHA Airports  Group  Plc,  a\ncompany  organized under the laws of England (\"ALPHA\"), ALPHA  US\nHoldings, Inc., a Delaware corporation (\"Buyer\") and an  indirect\nwholly owned subsidiary of ALPHA, DynCorp, a Delaware corporation\n(\"DynCorp\"),  and  DynCorp Aviation Services,  Inc.,  a  Virginia\ncorporation (\"Seller\") and a wholly owned subsidiary of  DynCorp.\nCapitalized  terms  used herein but not otherwise  defined  shall\nhave the meaning set forth in Section 13.1.\n\n           WHEREAS, Seller owns, directly or indirectly,  all  of\nthe  issued and outstanding capital stock of the Companies,  each\nof which is engaged in, and which together comprise, the entirety\nof the commercial aviation-ground handling services businesses of\nSeller  and  its  Subsidiaries (which principally  includes  line\nmaintenance,  cargo  handling,  baggage  handling  and  locating,\naircraft cleaning, passenger handling services, fueling, de-icing\nand  all  other  services  generally furnished  or  available  at\ncommercial airports provided to commercial customers) (also known\nas the \"General Services Group\" of DynCorp) (the \"Business\");\n\n           WHEREAS, on July 28, 1995 Seller transferred to  DynAv\nServices,  Inc.,  a newly formed Delaware corporation  (\"Parent\")\nand  wholly  owned subsidiary of Seller, all of  the  outstanding\ncapital stock of certain of the Companies held directly by Seller\nsuch  that  following such transfer, Parent  holds,  directly  or\nindirectly, all of the outstanding capital stock of  all  of  the\nCompanies (except as set forth on Schedule 5.3 hereto) as of  the\ndate hereof (the \"Parent Contribution\");\n\n           WHEREAS, the outstanding capital stock of Parent as of\nthe   date  hereof  consists  of  100  shares  of  common   stock\nauthorized,  all  of  which  are  issued  outstanding  and   held\nbeneficially and of record, by the Seller.\n\n           WHEREAS,  Buyer  wishes to purchase from  Seller,  and\nSeller wishes to sell to Buyer, the Business through the purchase\nand  sale  of  all  of the outstanding capital  stock  of  Parent\nsubject to the terms and conditions hereinafter set forth; and\n\n          WHEREAS, ALPHA is agreeable to guaranteeing in favor of\nSeller the obligations of Buyer hereunder;\n\n          NOW THEREFORE, in consideration of the mutual covenants\ncontained  herein and other good and valuable consideration,  the\nreceipt  and  sufficiency  of which is hereby  acknowledged,  the\nparties to this agreement agree as follows:\n\n1               PURCHASE AND SALE OF SHARES.\n\n          1.1 Purchase and Sale of Shares.  Subject to the terms\nand conditions  of  this Agreement, Seller agrees  to  sell,  convey,\nassign,  transfer  and deliver to Buyer, (or, at  the  option  of\nBuyer,   to   one  or  more  direct  or  indirect  wholly   owned\nSubsidiaries  of  Buyer designated by Buyer (its  \"designee(s)\"),\nand  Buyer  agrees  to  purchase (or  cause  its  designee(s)  to\npurchase)  from  Seller all of the outstanding capital  stock  of\nParent as hereinabove recited (the \"Stock\") free and clear of any\nLien, for the consideration specified below in this Section 1.\n\n          1.2 Purchase Price.\n\n          (a) Buyer agrees to pay to Seller an aggregate of\n$122,000,000,  subject to adjustment in accordance  with  Section\n1.3 below (as so adjusted, the \"Purchase Price\").\n\n          (b) Concurrently with the execution of this Agreement,\nBuyer  shall  deposit with the Escrow Agent  $5,000,000  by  wire\ntransfer  to an interest-bearing escrow account pursuant  to  the\nterms of an escrow agreement dated as of the date hereof, a  copy\nof   which   is  attached  hereto  as  Exhibit  A  (the   \"Escrow\nAgreement\").  In the event the Closing does not occur, the Escrow\nAgent shall either refund the Deposit to Buyer or pay the Deposit\nto  Seller  in the circumstances and in the manner set  forth  in\nSection 12 and pursuant to the terms of the Escrow Agreement.\n\n          (c) At the Closing, Buyer shall pay or cause to be paid\n$117,000,000  of the Purchase Price by wire transfer  to  Seller;\nprovided,  that Buyer may by agreement with Seller, on behalf  of\nSeller,  remit  a  portion  of such  amount  specified  by  Buyer\ndirectly  to  the obligees on the Equipment Leases in  connection\nwith  the  actions  contemplated  by  Section  6.14(a)  and   the\ntransferor of accounts receivable in connection with the  actions\ncontemplated by Section 6.14(d).\n\n          1.3  Purchase Price Determination.\n\n          (a)  Preparation of Closing Balance Sheet.\n\n               (i)   After the Closing Date, Buyer shall prepare a\nconsolidated balance sheet of the Parent and the Companies as  of\nthe  close of business on the Closing Date (the \"Closing  Balance\nSheet\").\n\n               (ii)  Buyer shall instruct its auditors to conduct a review\nof the Closing Balance Sheet.\n\n               (iii) On or prior to the 120th day following the Closing\nDate, Buyer shall deliver to Seller:\n\n                    (A) the Closing Balance Sheet;\n                    (B) a statement of the Tangible Net Worth on the basis of\nthe Closing Balance Sheet; and\n                    (C) a statement of the adjustments (if any) required to be\nmade  to  the  Purchase  Price  pursuant  to  the  provisions  of\nSection 1.3(c) below.\n\n               (iv)  The Closing Balance Sheet shall (A) comprise a\nconsolidated  balance sheet of the Parent Group prepared  in  the\nsame  format  as  the Reference Balance Sheet,  (B)  include  all\nassets  and  liabilities  which have  been   transferred  to,  or\nassumed by, respectively, the Parent Group in accordance with the\nterms  hereof,  (C)  exclude all assets and  liabilities  to  the\nextent that they have been retained or assumed by DynCorp, Seller\nor  any  of their respective Subsidiaries (other than any members\nof the Parent Group) and (D) shall be prepared in accordance with\nthe  accounting  policies and basis of preparation  specified  in\nSchedule 1.3 hereto.\n\n               (v)   Seller and DynCorp, on the one hand, and Buyer and\nALPHA,  on  the  other,  shall afford  to  Buyer's  and  Seller's\nrespective  auditors  reasonable access  during  normal  business\nhours  to  their  respective personnel, premises, papers,  books,\naccounts,  records and returns in each case as may reasonably  be\nrequired   by   Buyer's  and  Seller's  respective  auditors   in\nconnection with the preparation and review of the Closing Balance\nSheet and the statements referred to in Sections 1.3(a)(iii)  and\n1.3(b)(i).\n\n               (vi)  The out-of-pocket, third party costs and expenses\nincurred  in  preparing  the  Closing  Balance  Sheet   and   the\nstatements  referred  to in Section 1.3(a)(iii)  above  shall  be\nborne 50% by Seller and 50% by Buyer.\n\n          (b)  Dispute Resolution.\n\n               (i)   On  or prior to the 45th day after Seller's\nreceipt  of  the  Closing Date Balance Sheet and  the  statements\ndescribed  in  clauses  (A) and (B) of Section  1.3(a)(iii)  (the\n\"Adjustment Statements\"), Seller may give Buyer a written  notice\nstating  in  reasonable detail Seller's objections (an \"Objection\nNotice\")  to  the Closing Date Balance Sheet and\/or  any  of  the\nAdjustment  Statements.   If  Seller  does  not  give  Buyer   an\nObjection Notice within such 45-day period, then the Closing Date\nBalance  Sheet  and the Adjustment Statements will be  conclusive\nand  binding upon the parties and the Tangible Net Worth and  the\nadjustments set forth in the Adjustment Statements will  likewise\nbe binding on the parties for purposes of Section 1.3(c) below.\n\n               (ii)   If  Seller timely gives an  Objection\nNotice  as described in Section 1.3(b)(i) above, then Seller  and\nBuyer  will  attempt  amicably  to  resolve  their  disputes   as\nreflected  in the Objection Notice, and any amount agreed  to  in\nwriting  by  Seller and Buyer as the Tangible Net Worth  and  the\nother adjustments described in the Adjustment Statements will  be\nconclusive  and binding upon the parties for purposes of  Section\n1.3(c) below.\n\n               (iii)  If Seller and Buyer do not resolve all\ndisputes as reflected in the Objection Notice on or prior to  the\n30th  day  after the Objection Notice is given, then  Seller  and\nBuyer   will   retain  a  mutually  acceptable   internationally-\nrecognized  accounting firm and office thereof (the  \"Independent\nAccounting Firm\") to determine the Tangible Net Worth as  of  the\nClosing Date as soon as practicable and, in any event, within  30\ndays,  all  in accordance with the standards and definitions  set\nforth  herein and in Section 1.3(a)(iv) above.  The Tangible  Net\nWorth  as  of  the  Closing Date determined  by  the  Independent\nAccounting  Firm will be conclusive and binding upon the  parties\nfor  purposes of Section 1.3(c) below.  The fees and expenses  of\nthe Independent Accounting Firm will be paid 50% by Buyer and 50%\nby Seller.\n\n          (c) Adjustment to Purchase Price.\n\n               (i)  For the purposes of this Section 1.3, the \"Tangible Net\nWorth\"  shall mean the aggregate consolidated value of the  fixed\nand  current assets (other than intangible assets), as  disclosed\non  the  Closing  Balance Sheet minus the aggregate  consolidated\nvalue  of  the liabilities of the Parent Group set forth thereon.\nFor  the  avoidance of doubt, \"Tangible Net Worth\" shall  exclude\nthe  Equipment Leases, Indebtedness and intra-group balances only\nif  and  insofar as the same are fully extinguished,  discharged,\ncancelled and\/or forgiven pursuant to Section 6.14.\n\n               (ii) If the Tangible Net Worth is (A) greater than\n$37,700,000,  then the Purchase Price shall be increased  by  the\namount of such excess and (B) less than $37,700,000, the Purchase\nPrice shall be reduced by an amount equal to such shortfall,  and\nthe  payment of either amount set forth in clause (A) or (B),  as\nthe  case may be, shall be made in accordance with Section 1.3(d)\nhereof.\n\n          (d)    Method of Payment; Treatment.  Any amount to be paid\npursuant  to this Section 1.3 will be paid promptly (but  in  any\nevent,  within  five  (5)  Business Days)  by  wire  transfer  in\nimmediately  available funds to an account or accounts  specified\nby  Buyer or Seller, as the case may be.  Any amount to  be  paid\npursuant to this Section 1.3 will be treated as an adjustment  to\nthe Purchase Price for all purposes.\n\n\n2                 CLOSING; CLOSING DATE.\n\n          2.1  Closing; Closing Date.  The Closing shall take place at\nthe  offices of Kirkland &amp; Ellis, 153 East 53rd Street, New York,\nNew  York 10022, at 11:59 p.m. local time, on August 31, 1995  or\non the first Business Day following the satisfaction or waiver of\nall  conditions to Closing set forth in Sections 7 and 8 or  such\nother  time,  date  and place as Buyer and  Seller  may  mutually\ndetermine;  provided, that in no event shall  the  Closing  occur\nlater than September 15, 1995.  The time and date upon which  the\nClosing occurs is herein called the \"Closing Date.\"\n\n          2.2  Delivery of Stock.  At the Closing, Seller shall\ndeliver  to  Buyer  stock certificates representing  all  of  the\nStock, duly endorsed in blank or accompanied by stock powers duly\nexecuted in blank, in proper form for transfer.\n\n\n3.                REPRESENTATIONS AND WARRANTIES  OF  SELLER  AND\nDYNCORP.    Seller  and  DynCorp  hereby  jointly  and  severally\nrepresent  and  warrant to Buyer and ALPHA  that  the  statements\ncontained  in this Section 3 are correct and complete as  of  the\ndate hereof.\n\n          3.1  Organization. Each of Seller and DynCorp is duly\norganized, validly existing, and in good standing under the  laws\nof the state of its incorporation and has all necessary corporate\npower  and authority to own and operate its respective properties\nand carry on the Business as now conducted.\n\n          3.2  Authorization.  Each of Seller and DynCorp has full\ncorporate  power  and  authority  to  execute  and  deliver  this\nAgreement   and  to  perform  fully  its  respective  obligations\nhereunder.   This Agreement has been duly executed and  delivered\nand  constitutes the valid and legally binding obligation of each\nof  Seller and DynCorp, enforceable in accordance with its  terms\nand  conditions, subject to applicable bankruptcy, insolvency and\nother  similar  laws affecting the enforceability  of  creditors'\nrights generally, general equitable principles and the discretion\nof  courts in granting equitable remedies.  Other than  (i)  with\nrespect  to the Hart-Scott-Rodino Improvements Act of 1976  (\"HSR\nAct\"),  (ii)  in  connection  with the  actions  contemplated  by\nSection  6.14(f), or (iii) as set forth in Schedule 7.19, neither\nSeller  nor DynCorp needs to give any notice to, make any  filing\nwith,  or  obtain any authorization, consent or approval  of  any\nGovernmental   Body  in  order  to  consummate  the  transactions\ncontemplated  by  this  Agreement.  The  holders  representing  a\nmajority  of  the  outstanding  shares  of  DynCorp's   Class   C\nConvertible  Preferred  Stock, par value $0.10  per  share,  have\nprovided written and unconditional approval of the execution  and\ndelivery  of  this  Agreement  by  DynCorp  and  Seller  and  the\nconsummation of all of the transactions contemplated hereby,  all\nin  accordance with DynCorp's certificate of incorporation as  in\neffect  on  the  date hereof (the \"DynCorp Class C Approval\"),  a\ncopy of which is attached hereto as Exhibit B.\n\n          3.3  No Conflicts.  Neither the execution and delivery of\nthis   Agreement,  nor  the  consummation  of  the   transactions\ncontemplated hereby, will (a) violate any constitution,  statute,\nregulation,  rule, injunction, judgment, order,  decree,  ruling,\ncharge,  or other restriction of any Governmental Body, or  court\nto  which  Seller or DynCorp is subject or any provision  of  its\nrespective charter or bylaws, or (b) except with respect  to  any\nobligations  that  will  be extinguished and  satisfied  in  full\npursuant  to the terms hereof, conflict with, result in a  breach\nof,  constitute  a default under, result in the acceleration  of,\ncreate  in any party the right to accelerate, terminate,  modify,\nor  cancel,  or require any notice under any material  agreement,\ncontract,  lease,  license, instrument or  other  arrangement  to\nwhich  Seller or DynCorp is a party or by which Seller or DynCorp\nis  bound  or  to  which any of Seller's or DynCorp's  assets  is\nsubject.\n\n          3.4  No Brokers.  Neither Seller nor DynCorp has any\nLiability  or  obligation to pay any fees or commissions  to  any\nbroker,  finder,  or  agent  with  respect  to  the  transactions\ncontemplated  by  this Agreement for which Buyer,  ALPHA  or  any\nmember of the Parent Group could become liable or obligated.\n\n          3.5 Title to Stock.  Parent holds of record and owns\nbeneficially, directly or indirectly,  the number  of  shares  of\ncapital stock of each Company set forth on Schedule 5.3, free and\nclear  of  any  restrictions on transfer, Taxes, Liens,  options,\nwarrants,  purchase  rights,  contracts,  commitments,  equities,\nclaims, and demands.  None of  DynCorp, Seller, or any member  of\nthe  Parent  Group  is a party to any option,  warrant,  purchase\nright,  or  other  contract  or  commitment  that  could  require\nDynCorp,  Seller,  or  any member of the Parent  Group  to  sell,\ntransfer, or otherwise dispose of any capital stock of any member\nof  the  Parent  Group  (other than  this  Agreement).   None  of\nDynCorp, Seller, or any member of the Parent Group is a party  to\nany voting trust, proxy, or other agreement or understanding with\nrespect to the voting of the capital stock of any member  of  the\nParent Group.\n\n\n4.                REPRESENTATIONS  AND WARRANTIES  OF  BUYER  AND\nALPHA.   Buyer  and ALPHA hereby jointly and severally  represent\nand  warrant to Seller and DynCorp that the statements  contained\nin this Section 4 are correct and complete as of the date hereof:\n\n          4.1 Organization.  Each of Buyer and ALPHA is a corporation\nduly  organized, validly existing and in good standing under  the\nlaws  of  the  jurisdiction  of  its  organization  and  has  all\nnecessary  corporate power and authority to own and  operate  its\nrespective properties and carry on its respective business as now\nconducted.\n\n          4.2 Authorization. Each of Buyer and ALPHA has full\ncorporate  power  and  authority  to  execute  and  deliver  this\nAgreement  and  to  perform  its  obligations  hereunder.    This\nAgreement has been duly executed and delivered by each  of  Buyer\nand  ALPHA and constitutes a valid and binding obligation of each\nof  Buyer and ALPHA, enforceable against each of Buyer and  ALPHA\nin  accordance with its terms, subject to applicable  bankruptcy,\ninsolvency and other similar laws affecting the enforceability of\ncreditors' rights generally, general equitable principles and the\ndiscretion of courts in granting equitable remedies.  Other  than\nwith  respect to the HSR Act, neither Buyer nor ALPHA  need  give\nany notice to, make any filing with, or obtain any authorization,\nconsent,  or  approval  of  any Governmental  Body  in  order  to\nconsummate the transactions contemplated by this Agreement.\n\n          4.3 No Conflict.  Neither the execution and the delivery of\nthis   Agreement,  nor  the  consummation  of  the   transactions\ncontemplated hereby, will (a) violate any constitution,  statute,\nregulation,  rule, injunction, judgment, order,  decree,  ruling,\ncharge,  or other restriction of any Governmental Body, or  court\nto  which  Buyer  or  ALPHA is subject or any  provision  of  its\ncharter  or  bylaws or (b) conflict with, result in a breach  of,\nconstitute a default under, result in the acceleration of, create\nin  any  party  the  right to accelerate, terminate,  modify,  or\ncancel,  or  require  any  notice under any  material  agreement,\ncontract,  lease,  license, instrument, or other  arrangement  to\nwhich  Buyer  or ALPHA is a party or by which it is bound  or  to\nwhich any of its assets is subject.\n\n          4.4 No Brokers.  Neither Buyer nor ALPHA has any Liability\nor  obligation  to  pay any fees or commissions  to  any  broker,\nfinder or agent with respect to the transactions contemplated  by\nthis Agreement for which Seller or DynCorp could become liable or\nobligated.\n\n\n5.                REPRESENTATIONS AND WARRANTIES  CONCERNING  THE\nCOMPANIES.   Seller  and  DynCorp hereby  jointly  and  severally\nrepresent  and  warrant to Buyer and ALPHA  that  the  statements\ncontained  in this Section 5 are correct and complete as  of  the\ndate hereof, as to each member of the Parent Group except as  set\nforth in the Schedules referred to in this Section 5.\n\n          5.1 Organization, Qualification, and Corporate Power.  Each\nmember  of  the  Parent  Group is a corporation  duly  organized,\nvalidly  existing, and in good standing under  the  laws  of  the\njurisdiction  of its incorporation.  Each member  of  the  Parent\nGroup  is  duly  authorized to conduct business and  is  in  good\nstanding   under  the  laws  of  each  jurisdiction  where   such\nqualification is required, except where the failure to so qualify\nwould  not have a Location Material Adverse Effect.  Each  member\nof  the  Parent Group has full corporate power and authority  and\nall  material licenses, permits, and authorizations necessary  to\ncarry  on  the businesses in which it is engaged and in which  it\npresently  proposes to engage and to own and use  the  properties\nowned and used by it.  Seller has delivered to Buyer correct, up-\nto-date  and  complete copies of the charter and bylaws  of  each\nmember of the Parent Group (as amended to date) and these set out\nin  full  the  rights and restrictions attaching to  the  capital\nstock  of  each  member of the Parent Group.   The  minute  books\n(containing  the  records of meetings of  the  stockholders,  the\nboard of directors, and any committees of the board of directors)\nand  the  stock  records of each member of the Parent  Group  are\ncorrect, up-to-date and complete.  No member of the Parent  Group\nis  in  default  under or in violation of any  provision  of  its\ncharter or bylaws.\n\n          5.2  No Conflict.  Neither the execution and the delivery of\nthis   Agreement,  nor  the  consummation  of  the   transactions\ncontemplated hereby, will (a) violate any constitution,  statute,\nregulation,  rule, injunction, judgment, order,  decree,  ruling,\ncharge,  or other restriction of any Governmental Body, or  court\nto  which  any  member  of the Parent Group  is  subject  or  any\nprovision  of the charter or bylaws of any member of  the  Parent\nGroup or (b) except with respect to any obligations that will  be\nextinguished and satisfied in full pursuant to the terms  hereof,\nconflict with, result in a breach of, constitute a default under,\nresult  in the acceleration of, create in any party the right  to\naccelerate, terminate, modify, or cancel, or require  any  notice\nunder   any   material  agreement,  contract,   lease,   license,\ninstrument,  or  other arrangement to which  any  member  of  the\nParent  Group is a party or by which it is bound or to which  any\nof its assets is subject (or result in the imposition of any Lien\nupon  any of its assets or Lien on any of the Stock).  No  member\nof  the Parent Group needs to give any notice to, make any filing\nwith,  or obtain any authorization, consent, or approval  of  any\nGovernmental  Body  in order for the parties  to  consummate  the\ntransactions contemplated by this Agreement.\n\n          5.3 Capitalization.  The authorized capital stock of each\nof  the  Companies is as set forth on Schedule 5.3.   All of  the\nissued and outstanding shares of the capital stock of each of the\nCompanies  (the \"Company Shares\") have been duly authorized,  are\nvalidly issued, fully paid and nonassessable, and, except as  set\nforth  on  Schedule  5.3, are owned of record  and  beneficially,\ndirectly  or indirectly, by the Parent, free and clear of  Liens,\nin the amounts set forth in Schedule 5.3, which amounts represent\nall of the issued and outstanding shares of capital stock of each\nCompany.   No  other Person has or shares any direct or  indirect\ninterest or right with respect to the Company Shares.  There  are\nno preemptive rights or rights of first refusal or similar rights\non  the  part  of  any holder of any class of securities  of  any\nCompany.    There  are  no  outstanding  or  authorized  options,\nwarrants, conversion or other rights, agreements or commitment of\nany  kind  authorized or in effect which call for the present  or\nfuture  allotment, issue, sale or transfer of, or  grant  to  any\nPerson  the  right (whether exercisable now or in the future  and\nwhether  conditional  or not) to call for the  allotment,  issue,\nsale  or transfer of, any capital stock of any Company (including\nby  way  of  option  or  under any right of  conversion  or  pre-\nemption).   There are no outstanding stock appreciation,  phantom\nstock, profit participation or similar rights with respect to any\nCompany.    There  are  no  voting  trusts,  proxies,  or   other\nagreements  or understandings with respect to the voting  of  any\ncapital stock of any Company.\n\n          5.4  Subsidiaries; Parent.\n\n          (a) Except as set forth on Schedule 5.4 hereto, no Company\nhas any right to acquire any capital stock of or any interest  in\nany other Person, and no Company has or has had any Subsidiary.\n\n          (b)  Schedule 5.3 hereto sets forth for the Parent\n(i)  its name and jurisdiction of incorporation, (ii) the  number\nof  shares  of  authorized capital stock of  each  class  of  its\ncapital  stock,   and (iii) the number of issued and  outstanding\nshares  of  each  class of its capital stock, the  names  of  the\nholders  thereof,  and the number of shares  held  by  each  such\nholder.   All  of  the issued and outstanding shares  of  capital\nstock  of  the Parent have been duly authorized and  are  validly\nissued, fully paid and nonassessable.  The Seller holds of record\nand  owns  beneficially all of the outstanding shares of  capital\nstock  of  the  Parent,  free and clear of  any  restrictions  on\ntransfers,  Taxes,  Liens,  options, warrants,  purchase  rights,\ncontracts, commitments, equities, claims and demands.  There  are\nno  outstanding  or authorized options, warrants,  conversion  or\nother rights, agreements or commitments of any kind authorized or\nin  effect which call for the present or future allotment, issue,\nsale  or  transfer of, or grant to any Person the right  (whether\nexercisable now or in the future and whether conditional or  not)\nto  call  for  the  allotment, issue, sale or  transfer  of,  any\ncapital stock of the Parent (including by way of option or  under\nany   right  of  conversion  or  pre-emption).   There   are   no\noutstanding    stock   appreciation,   phantom   stock,    profit\nparticipation  or  similar rights with  respect  to  the  Parent.\nThere  are  no  voting  trusts, proxies or  other  agreements  or\nunderstandings with respect to the voting of any capital stock of\nthe  Parent.   Except as set forth on Schedule  5.4,  the  Parent\n(A)  owns  no  assets  other than the  shares  of  capital  stock\nacquired  by it in each of the Companies pursuant to  the  Parent\nContribution;  (B) has no liabilities whatsoever;  (C)  does  not\nconduct  any business, and has never conducted any business,  and\nhas  not  at  any  time entered into any contract or  contractual\narrangement  with  any  third party other  than  the  arrangement\ncomprising the Parent Contribution; and (D) has no employees  and\nhas never had any employees.\n\n          5.5 Financial Statements; Projections.\n\n          (a)   Attached  hereto  as  Schedule  5.5(a)  are\n(i) the audited combined balance sheets, and the audited combined\nstatements  of earnings, shareholders' equity and cash  flows  of\nthe Companies for the years ended December 31, 1992, December 31,\n1993, and December 31, 1994 including the notes thereto, together\nwith  the relevant auditors' report with respect thereto and (ii)\nthe unaudited proforma consolidated adjusted balance sheet of the\nCompanies  as  of  December  31,  1994  (the  \"Reference  Balance\nSheet\").    All   of  the  foregoing  financial  statements   are\nhereinafter  collectively referred to as the  \"Company  Financial\nStatements.\"  Except as set forth in Schedule 5.5(a), the Company\nFinancial  Statements  have  been  prepared  from,  and  are   in\naccordance  with,  the  books  and  records  of  Seller  and  the\nCompanies  are  correct  and complete,  and  fairly  present  the\ntransactions,  assets and liabilities of the  Companies  and  the\nconsolidated  financial  position  and  consolidated  results  of\noperations  of the Companies as of the dates and for the  periods\nindicated,  in  each case in accordance with GAAP  applied  on  a\nconsistent basis.\n\n          (b)   Attached  hereto  as  Schedule  5.5(b)  are\nprojected  balance sheets, and projected statements  of  earnings\nand cash flows for the Companies for the period indicated therein\n(the \"Projections\").  Such Projections have been prepared by  the\nSeller  and DynCorp in good faith and nothing has to come to  the\nattention of DynCorp or Seller which could reasonably be expected\nto  lead  it  to  believe  that the assumptions  upon  which  the\nProjections were based are unreasonable.\n\n          5.6 Interim Changes.  Except as set forth on Schedule 5.6\nhereto, since the date of the Reference Balance Sheet, there have\nnot been any changes which could reasonably be expected to have a\nMaterial  Adverse  Effect  or Location Material  Adverse  Effect.\nWithout limiting the generality of the preceding sentence, except\nas set forth on Schedule 5.6 or as expressly contemplated by this\nAgreement (including, without limitation, the Parent Contribution\nand  Section  6 hereof), since the date of the Reference  Balance\nSheet, none of the Companies has:\n\n          (a)  experienced a material adverse change in any\nrelationship   with   its  suppliers,  customers,   distributors,\nbrokers,  lessors or others, other than changes in  the  ordinary\ncourse of business, consistent with past custom and practice;\n\n          (b)  sold, leased, transferred, or assigned any of its\nassets, tangible or intangible, other than for fair consideration\nin  the  ordinary course of business, consistent with past custom\nand practice;\n\n          (c)  entered into any agreement, contract, lease, or license\n(or  series of related agreements, contracts, leases or licenses)\ninvolving more than $50,000 individually to which it is  a  party\nor  by  which  it  is bound nor modified the terms  of  any  such\nexisting contract or agreement, other than in the ordinary course\nof business consistent with past custom and practice;\n\n          (d) engaged in any activity which has resulted in any\nunusual acceleration or delay of the collection of its account or\nnotes  receivables or any delay in the payment  of  its  accounts\npayables,  in  each  case other than in the  ordinary  course  of\nbusiness consistent with past custom and practice;\n\n          (e) (nor has any other party) accelerated, terminated,\nmodified or cancelled any Permit or agreement, contract, lease or\nlicense involving more than $50,000 individually to which it is a\nparty or by which it is bound;\n\n          (f) suffered damages, destruction or loss, whether or not\ncovered  by insurance, affecting any property or assets owned  or\nused by it having a Location Material Adverse Effect;\n\n          (g) adopted, modified, amended or terminated any bonus,\nprofit-sharing,  incentive, severance,  or  other  similar  plan,\ncontract,  or commitment for the benefit of any of its directors,\nofficers, or employees, nor has it taken any action with  respect\nto any other Benefit Plan;\n\n          (h) made any change in the employment terms (including any\nincrease  in  the  base compensation) for any of  its  directors,\nofficers and employees except in the ordinary course of business,\nconsistent with past custom and practice;\n\n          (i) been subject to any Lien placed on any of its assets or\nproperties, tangible or intangible;\n\n          (j) made any capital expenditure other than in the ordinary\ncourse of business consistent with past custom and practices;\n\n          (k) made any other investment (or series of related invest\nments)  either  involving  more  than  $100,000  or  outside  the\nordinary  course  of  business consistent with  past  custom  and\npractice;\n\n          (l) issued any note, bond, or other debt security or\ncreated,   incurred,  assumed,  or  guaranteed  any  Indebtedness\ninvolving more than $100,000 individually.\n\n          (m) delayed or postponed the payment of the accounts\npayable  and  other  Liabilities outside the ordinary  course  of\nbusiness, consistent with past custom and practice;\n\n          (n) cancelled, compromised, waived, or released any right\nor  claim  (or  series  of  related  rights  and  claims)  either\ninvolving  more than $100,000 or outside the ordinary  course  of\nbusiness, consistent with past custom and practice;\n\n         (o) made or authorized any change in its charter or bylaws;\n\n         (p) issued, sold, or otherwise disposed of any of its\ncapital stock, or granted any options, warrants, or other  rights\nto  purchase  or obtain (including upon conversion, exchange,  or\nexercise) any of its capital stock;\n\n         (q) declared, set aside, or paid any dividend or made any\ndistribution with respect to its capital stock (whether  in  cash\nor  in kind) or redeemed, purchased, or otherwise acquired any of\nits capital stock;\n\n         (r) made or been subject to change in its accounting\npractices,  procedures  or  methods or  in  its  cash  management\npractices;\n\n         (s) entered into or become party to any agreement,\narrangement or transaction with any of its Affiliates or  any  of\nits  directors,  officers, employees or stockholders,  including,\nwithout  limitation, any (i) loan or advance funds, or  made  any\nother  payments,  to  any of its directors, officers,  employees,\nstockholders or Affiliates, or (ii) creation or discharge of  any\nintercompany  account,  other than  in  the  ordinary  course  of\nbusiness consistent with past practice;\n\n         (t) experienced any adverse changes with respect to its\nProprietary Rights;\n\n         (u) experienced any material changes in the amount or scope\nof coverage of insurance now carried by it;\n\n         (v) undergone any capital reorganization (other than the\nParent Contribution) or change in its capital structure; and\n\n         (w) committed to do any of the foregoing.\n\n      Since  the date of the Reference Balance Sheet the Business\nhas  been carried on in the ordinary and usual course of business\nwithout  interruption and so as to maintain the same as  a  going\nconcern.\n\n          5.7 Absence of Undisclosed Liabilities.  Except as set\nforth  on Schedule 5.7 hereto, no member of the Parent Group  has\nany Liability (and to DynCorp's and Seller's Knowledge, there  is\nno  basis  for  any  present or future action, suit,  proceeding,\nhearing,  investigation,  charge,  complaint,  claim,  or  demand\nagainst any of them giving rise to any Liability), except for (a)\nLiabilities set forth on the face of the Reference Balance  Sheet\nand  (b)  Liabilities which have arisen after  the  date  of  the\nReference Balance Sheet in the ordinary course of business (which\nshall  not  be deemed to include any Liabilities resulting  from,\narising out of, relating to, in the nature of, or caused  by  any\nbreach  of  contract, breach of warranty, tort, infringement,  or\nviolation of law).\n\n          5.8 Litigation.\n\n          (a) Schedule 5.8 sets forth each instance in which any\nmember  of  the  Parent Group (i) is subject to  any  outstanding\ninjunction, judgment, order, decree, ruling, complaint or  charge\nor  (ii) involved in or, to DynCorp's and Seller's Knowledge,  is\nthreatened   to   be  made  involved  in  any  civil,   criminal,\nadministrative, labor or arbitration proceedings (except for  the\ncollection of debts in the ordinary course of business).   Except\nas  set  forth  in  Schedule 5.8, none  of  the  actions,  suits,\nproceedings, hearings, and investigations set forth  on  Schedule\n5.8,  to  DynCorp's and Seller's knowledge, could result  in  any\nchange  in the business, financial condition, operations, results\nof  operations, or future prospects of any member of  the  Parent\nGroup  which would have a Material Adverse Effect or  a  Location\nMaterial  Adverse  Effect.  To DynCorp's and Seller's  Knowledge,\nthere  are  no  existing facts or circumstances  which  give  any\nreason  to  believe  that  any  such  action,  suit,  proceeding,\nhearing,  or  investigation may be brought or threatened  against\nany member of the Parent Group.\n\n          (b) No member of the Parent Group is subject to any\nmaterial  order  or judgment given by any court  or  Governmental\nBody  and  has  not been a party to any undertaking or  assurance\ngiven  to any court or Governmental Body which is still in  force\nnor, to DynCorp's and Seller's Knowledge, are there any facts  or\ncircumstances  which  (with or without the giving  of  notice  or\nlapse  of  time) would be likely to result in any member  of  the\nParent  Group  becoming subject to such an order or  judgment  or\nbeing  required  to  be  a  party  to  any  such  undertaking  or\nassurance.\n\n          5.9 Legal Compliance; Permits and Licenses.\n\n          (a) Except as set forth in Schedule 5.9(a) or Schedule\n5.25,  each  member  of  the Parent Group  and  their  respective\npredecessors,  Subsidiaries and Affiliates has  complied  in  all\nmaterial  respects  with  all applicable laws  (including  rules,\nregulations,   codes,  plans,  injunctions,  judgments,   orders,\ndecrees,  rulings,  and charges thereunder)  of  federal,  state,\nlocal,  and  foreign  authority or  Governmental  Body,  and,  to\nDynCorp's  and  Seller's Knowledge, no action, suit,  proceeding,\nhearing,  investigation,  charge, complaint,  claim,  demand,  or\nnotice  has  been filed or commenced and is currently outstanding\nagainst any of them alleging any failure so to comply.\n\n          (b) Schedule 5.9(b) sets forth all permits, licenses and other\ngovernmental authorizations needed by the Companies to  carry  on\ntheir  businesses  and  which, if not held  or  obtained  by  the\nCompanies,  could  reasonably  be expected  to  have  a  Location\nMaterial  Adverse Effect (the \"Permits\"), all of which have  been\nobtained  and  are  in full force and effect and  have  not  been\nmodified or amended.  No member of the Parent Group is in  breach\nof  any  such  Permits, and to DynCorp's and Seller's  Knowledge,\nthere   are  no  existing  facts  or  circumstances  which  could\nreasonably  be  expected  to cause  any  of  the  Permits  to  be\nsuspended, cancelled, revoked or not renewed in whole or in part.\nSchedule  5.9(b)  sets forth all third party consents  needed  by\nDynCorp, Seller, or any member of the Parent Group in relation to\nthe Permits to consummate the transactions contemplated hereby.\n\n          5.10 Contracts and Other Agreements.\n\n          (a) Other than this Agreement or as described  on\nSchedule 5.10(a) hereto, no member of the Parent Group is a party\nto,  nor are any of them or their respective assets or properties\nbound by or subject to, any written or oral:\n\n               (i)  agreement for the lease of real or personal property\n(including  tangible assets) to or from any Person providing  for\nlease  payments  in excess of $50,000 per annum  individually  or\n$500,000  in the aggregate (provided that no such lease involving\nlease  payments of less than $25,000 per annum shall be  included\nin determining the $500,000 aggregate amount).\n\n               (ii) agreement for the purchase or sale of raw materials,\ncommodities, supplies, products, or personal property, or for the\nfurnishing  or receipt of services, the performance  or  life  of\nwhich  will extend over a period of more than one year or  result\nin  a  loss to any Company or involve consideration in excess  of\n$50,000 individually or $500,000 in the aggregate (provided  that\nno   such   agreement  that  results  in  a  loss   or   involves\nconsideration  of  less  than  $25,000  shall  be   included   in\ndetermining the $500,000 aggregate amount).\n\n               (iii) contract or other agreement with any current or former\nofficer,  director, agent or other representative, including  any\npension,  profit  sharing, stock option,  stock  purchase,  stock\nappreciation, deferred compensation, fee, severance or other plan\nor  arrangement  providing for deferred or other compensation  to\nemployees  or any other employee benefit, welfare or  stock  plan\nwhich  is  not  described  on Schedule  5.10(a)  hereto,  or  any\ncontract  or  other agreement with any labor union or association\nrepresenting any employee;\n\n               (iv) contract or other agreement or arrangement not in the\nordinary  course  of  business consistent with  past  custom  and\npractice,  or which provides for the grant to any Person  of  any\npreferential rights to purchase any of its assets or properties;\n\n               (v) service or handling agreement or contract with any\ncommercial  or  other  aviation business pursuant  to  which  the\nCompany  receives  revenues at a rate in excess  of  $50,000  per\nannum;\n\n               (vi)  joint venture agreement or partnership;\n\n               (vii) license or other agreement pursuant to which\nProprietary  Rights  (other  than  mass-marketed  software)   are\nlicensed by or to any Company;\n\n               (viii) contract or other agreement containing obligations or\nliabilities  of  any  kind to holders of  capital  stock  of  any\nCompany as such;\n\n               (ix)  agreement containing covenants of confidentiality or\nnoncompetition;\n\n               (x)   contract or other agreement relating to the acquisition\nby  any Company of any operating business or the capital stock of\nany other Person;\n\n               (xi)  agreement under which it has created, incurred, assumed,\nor guaranteed any Indebtedness in excess of $100,000 or under  which\nit  has  imposed  a  Lien  on  any of  its  assets,  tangible  or\nintangible;\n\n               (xii)  outstanding powers of attorney executed on behalf of\nany Company; and\n\n               (xiii) other agreement under which the consequences of a\ndefault  or termination could reasonably be expected  to  have  a\nMaterial Adverse Effect or a Location Material Adverse Effect.\n\n          (b) With respect to each contract or agreement described on\nSchedule 5.10(a) hereto (the \"Contracts\"), except as set forth on\nSchedule 5.10(b) hereto, (i) each such Contract is legal,  valid,\nbinding  and  in  full  force  and  effect;  provided,  that  the\nCompanies' ordinary course of business includes the provision  of\nservices  under  agreements  of the  type  described  in  Section\n5.10(a)(v)  under  unsigned  or oral contracts,  (ii)  each  such\nContract  will continue to be legal, valid, binding and  in  full\nforce and effect on identical terms upon the consummation of  the\ntransactions contemplated hereby; (iii) to DynCorp's and Seller's\nKnowledge, no third party is in breach or default, and  no  event\nhas  occurred which with notice or lapse of time would constitute\na  breach  or  default, or permit termination,  modification,  or\nacceleration  by  reason thereof, under each such  Contract;  and\n(iv)  to  DynCorp's and Seller's Knowledge, no  third  party  has\nrepudiated any provision of each such Contract.\n\n          (c) All copies of written Contracts that Seller has caused to\nbe  delivered  or  made available to Buyer are true  and  correct\ncopies,   each  as  currently  supplemented,  amended,  extended,\nnovated or otherwise modified.\n\n          5.11 Compliance; Change of Control.\n\n          (a) Except as described on Schedule 5.11 hereto, no Company is\nin default under or in material breach in any respect of, (nor is\nit in receipt of any claim of default or material breach nor does\nany  fact, condition, circumstance or event exist which with  the\npassage of time or the giving of notice or otherwise would result\nin  a default, breach or event of noncompliance under) any of its\nobligations pursuant to any Contract.\n\n          (b) Except as specifically set forth in Schedule 5.11, the\nCompanies are not party to any Contract which contains a  \"change\nin  control,\" \"potential change in control\" or similar  provision\nor  which  to  DynCorp's and Seller's Knowledge may  or  will  be\nterminated as a result of consummation of this Agreement.  Except\nas  specifically  set  forth in Schedule  5.11  or  as  otherwise\ncontemplated   by  this  Agreement,  the  consummation   of   the\ntransactions contemplated hereby will not (either alone  or  upon\nthe  occurrence of any additional acts or events) result  in  any\npayment (whether of severance pay or otherwise) becoming due from\nthe Companies to any Person.\n\n          5.12 No Brokers.  No member of the Parent Group has any\nLiability  or  obligation to pay any fees or commissions  to  any\nbroker,  finder,  or  agent  with  respect  to  the  transactions\ncontemplated by this Agreement.\n\n          5.13 Real Property.\n\n          (a) Schedule 5.13(a) hereto lists with respect to each\nCompany:  (i)  all real property owned by each  Company  and  all\nbuildings  and  other improvements located on such real  property\n(the  \"Owned  Property\");  (ii) all leases,  subleases  or  other\nagreements  (\"Leases\")  under which each  Company  is  lessor  or\nlessee  or  has any other interest of any real property  (\"Leased\nProperty\"); (iii) all options held by each Company or contractual\nobligations  on its part to purchase or acquire any  interest  in\nreal  property; and (iv) all options granted by each  Company  or\ncontractual  obligations on its part to sell or  dispose  of  any\ninterest in real property.  Each Company  is the owner of record,\nlessee under the leases or holder of the options, as the case may\nbe, of each of the items listed for it on Schedule 5.13.\n\n          (b) Except as set forth on Schedule 5.13(b), with respect\nto  Owned Property:   each Company owns good and marketable title\nto each of its Owned Properties in fee simple absolute subject to\nno Liens, encroachments or other encumbrances on title other than\nthe   Permitted  Liens;   there  are  no  pending  or  threatened\ncondemnation  proceedings,  lawsuits, or  administrative  actions\ninvolving any Owned Property;  each Company has the right to  use\nany  Owned Property owned by it for the purpose for which  it  is\nbeing   used;    there   are  no  leases,  subleases,   licenses,\nconcessions,  or other agreements, written or oral, granting  any\nPerson the right of use or occupancy of any portion of any  Owned\nProperty;   there are no outstanding options or rights  of  first\nrefusal to purchase any Owned Property, or any portion thereof or\ninterest  therein;  no Person (other than the  Companies)  is  in\npossession  of any Owned Property; and  all of the buildings  and\nother  improvements constituting Owned Property are  structurally\nsound  with no material defects, are in good condition and repair\nand are adequate for their current use.\n\n          (c) Except as listed on Schedule 5.13(c) hereto with\nrespect to each Lease:  (i) the Lease is legal, valid binding and\nenforceable on the parties to it in accordance with its terms and\nis  in full force and effect; (ii) the leasehold interest of each\nCompany  is subject to no Liens (other than Permitted Liens)  and\nenjoys  a  right of quiet possession as against any Lien  on  the\nLeased  Property;  (iii) the Lease will  continue  to  be  legal,\nvalid,  binding and in full force and effect on the terms thereof\nupon  the  consummation of the transactions contemplated  hereby;\n(iv)  to DynCorp's and Seller's Knowledge, no party to the  Lease\nis  in  material  breach or default, and no  event  has  occurred\nwhich,  with notice or lapse of time, would constitute a material\nbreach  or  default  or  permit  termination,  modification,   or\nacceleration thereunder; (v) no party to the Lease has given  any\nnotice  of repudiation of any provision thereof;  (vi) there  are\nno  disputes, oral agreements, or forbearance programs in  effect\nas to the lease or sublease; and (vii) all rent and other charges\ndue  under such Lease have been paid in full and the current  use\nof  all Leased Property complies with all terms of the applicable\nlease  or  tenancy agreement under which such Leased Property  is\nheld.\n\n          5.14 Tax Matters.  Except as disclosed in Schedule 5.14:\n\n                     (a)   all Tax Returns that are due have been\ntimely filed when due in accordance with all applicable laws;\n\n                     (b)  all Taxes that are due (whether or  not\nshown on any Tax Return) have been timely paid when due;\n\n                     (c) the Tax Returns that have been filed are\naccurate in all respects;\n\n                     (d)   there  are no agreements  or  consents\ncurrently in effect for the extension or waiver of the  time  (i)\nto  file  any Tax Return or (ii) for assessment or collection  of\nany  Taxes  relating to any member of the Parent  Group,  and  no\nPerson  has  been requested to enter into any such  agreement  or\nconsent;\n\n                     (e)  all Tax Returns with respect to taxable\nyears  ending on or prior to December 31, 1984 have been examined\nand  closed,  or  are  Tax  Returns with  respect  to  which  the\napplicable  statute of limitations, after giving  effect  to  any\nextensions and waivers, has expired;\n\n                     (f)   all  Taxes which each  member  of  the\nParent  Group and any Seller Group is required by law to withhold\nor  collect have been duly withheld or collected, and  have  been\ntimely  paid over to the appropriate Governmental Bodies, except,\nin  each  case,  to the extent that any failure to  so  withhold,\ncollect or pay would not have an adverse effect on any member  of\nthe Parent Group;\n\n                     (g)   there  is no action, suit, proceeding,\ninvestigation, audit or claim currently pending, or to  DynCorp's\nand  Seller's Knowledge, threatened, regarding any Taxes relating\nto any member of the Parent Group or any Seller Group;\n\n                     (h)   all  Tax Deficiencies which have  been\nclaimed,  proposed or asserted against any member of  the  Parent\nGroup  or  any  Seller  Group have been  fully  paid  or  finally\nsettled;\n\n                    (i)  no Person has executed or entered into a\nclosing   agreement  pursuant  to  Code  Section  7121  (or   any\ncomparable  provision  of state, local or foreign  law)  that  is\ncurrently  in force and determines the Liabilities for  Taxes  of\nany member of the Parent Group or any Seller Group;\n\n                     (j)   there  is  no, and will  not  be  any,\nagreement  or  consent  made under Code Section  341(f)  (or  any\ncomparable  provision of state, local or foreign  law)  affecting\nany member of the Parent Group;\n\n                    (k)  there are no liens, other than statutory\nliens  for  Taxes not yet due and payable, for  any  Tax  on  the\nassets of any member of the Parent Group;\n\n                     (l)  there are no Tax sharing agreements  to\nwhich  any member of the Parent Group is now or ever has  been  a\nparty;\n\n                     (m)   no member of the Parent Group  (A)  is\nrequired  to (x) treat any asset of the Parent Group as owned  by\nanother  person pursuant to the \"safe harbor\" leasing  provisions\nof the Code or as \"tax-exempt use property\" within the meaning of\nCode  Section  168(h), or (y) apply any of  the  foregoing  rules\nunder  any comparable foreign, state or local Tax provision;  and\n(B)  has leased or currently leases property to any other  Person\nunder a \"sale\/leaseback\" or similar arrangement;\n\n                    (n)  no member of the Parent Group is a party\nto  any  agreement, contract, arrangement or plan that  could  or\nwould  result, separately or in the aggregate, in the  obligation\nto  make a payment of any \"excess parachute payments\" within  the\nmeaning  of  Code  Section 280G (or any comparable  provision  of\nstate, local or foreign law);\n\n                     (o)   no member of the Parent Group  or  any\ngroup  of  which the Parent Group is a member has agreed,  or  is\nrequired,  to make any adjustment under Code Section  481(c)  (or\nany  comparable  provision of state, local  or  foreign  law)  by\nreason of a change in accounting method or otherwise;\n\n                     (p)   no  power of attorney is currently  in\neffect,  and no Tax ruling has been requested of any governmental\nauthority, with respect to any Tax matter relating to any  member\nof the Parent Group;\n\n                      (q)    DynCorp   has  maintained   adequate\nprovision for, and adequate funds to pay, Taxes payable  by  each\nmember of the Parent Group and each member of the Seller Group as\nof  December 31, 1994, and such provision and funds, as  adjusted\nfor  the  passage of time through the Closing Date in  accordance\nwith the past custom and practices of the Companies in filing its\nTax  Returns) will be adequate for Taxes payable by the Companies\nand any Seller Group as of the Closing Date;\n\n                     (r)  each member of the Parent Group and any\nSeller  Group  has  disclosed on its  federal,  state,  local  or\nforeign income Tax Returns all positions taken therein that could\ngive  rise to an accuracy-related penalty under Code Section 6662\n(or  any  corresponding provision of state, local or foreign  Tax\nlaw);\n\n                     (s)   since  January 1, 1983, no  unresolved\nclaim  has  been made with respect to any member  of  the  Parent\nGroup  by  a  Tax authority in a jurisdiction where such  Company\ndoes not pay Taxes or file Tax Returns that such entity is or may\nbe subject to Taxes assessed by such jurisdiction;\n\n                    (t)  no member of the Parent Group has been a\nUnited  States  real  property  holding  corporation  within  the\nmeaning  of  Code Section 897(c)(2) during the applicable  period\nspecified in Code Section 897(c)(1)(a)(ii); and\n\n                     (u)   no member of the Parent Group (i)  has\nbeen,  on  or  after January 1, 1983, a member of  an  affiliated\ngroup filing a consolidated federal income Tax Return (other than\na  group the common parent of which was DynCorp), or (ii) has any\nLiability for the Taxes of any other Person, whether under Treas.\nReg.  section  1.1502-6 (or any similar provision of state,  local,  or\nforeign law); as a partner, shareholder, transferee or successor;\nby contract; or otherwise.\n\n          5.15 Accounts and Notes Receivable.  Except as listed on\nSchedule  5.15 hereto, all accounts and notes receivable  of  the\nCompanies  reflected  on  the Reference Balance  Sheet,  and  all\naccounts and notes receivable arising subsequent to the  date  of\nthe  Reference  Balance Sheet, in each case, have arisen  in  the\nordinary  course  of business, consistent with  past  custom  and\npractice, and the reserves for doubtful accounts set forth on the\nReference Balance Sheet have been established in accordance  with\npast  custom and practice and are substantially adequate in light\nof   the  previous  collectibility  experience  with  respect  to\naccounts receivables generated by the Companies.\n\n          5.16 Inventory.  The inventory stocks of the Companies held\non  account  of  the  Companies to the extent  reflected  on  the\nReference Balance Sheet is or was, prior to the sale thereof,  in\ngood and (with respect to finished goods) merchantable condition,\nand  suitable  and  usable or salable in the ordinary  course  of\nbusiness for the purposes for which intended subject only to  the\nreserve  for  inventory  write-down reflected  on  the  Reference\nBalance  Sheet  as adjusted for the passage of time  through  the\nClosing Date in accordance with past custom and practice.\n\n          5.17 Tangible Property.  Except as set  forth  on\nSchedule   5.17,  the  Companies  own  or  lease  all  buildings,\nmachinery,  equipment,  and other tangible  assets  used  in  the\nBusiness.   Except as listed on Schedule 5.17 hereto,  each  such\ntangible asset (a) is suitable for the purposes for which  it  is\npresently used, and (b) if held on lease, is subject to  a  lease\nthe  terms of which are either described on Schedule 5.10 or  are\nnot   required  to  be  disclosed  under  Section  5.10(a).   The\nCompanies  have  good  and  marketable  title,  to,  or  a  valid\nleasehold  interest  in, the properties and assets  used  by  it,\nlocated on its premises, or shown on the Reference Balance  Sheet\nor  acquired after the date thereof, free and clear of all  Liens\n(other  than Permitted Liens), except for properties  and  assets\ndisposed  of  in the ordinary course of business consistent  with\npast custom and practice, since the date of the Reference Balance\nSheet.\n\n          5.18 Proprietary Rights.\n\n          (a) Schedule 5.18 hereto contains a complete and accurate\nlist  of all patented and registered Proprietary Rights owned  by\nthe   Companies   and   all  pending  patent   applications   and\napplications for the registration of Proprietary Rights owned  by\nor  licensed  to  the Companies.  Schedule 5.18 also  contains  a\ncomplete  and accurate list of (i) all trade names  used  by  the\nCompanies  other  than their corporate names; (ii)  all  computer\nsoftware  owned  and\/or used by the Companies (other  than  mass-\nmarketed  software); and (iii) all material  licenses  and  other\nmaterial  rights  granted  by  the  Companies  with  respect   to\nProprietary  Rights and all material licenses and other  material\nrights granted by any third party to the Companies, together with\na description of the subject matter of such licenses.\n\n          (b) Except as set forth on Schedule 5.18:\n\n               (i)  the Companies own and possess all right, title and\ninterest  in  and  to,  or has a written or implied,  enforceable\nlicense  to use, all of the Proprietary Rights necessary for  the\noperation of the Business as presently conducted and as  proposed\nto be conducted, free and clear of all Liens;\n\n               (ii) no claim by any third party contesting the validity,\nenforceability, use or ownership of any Proprietary Rights  owned\nor  used by the Companies has been made within the past six years\nand  is  currently  outstanding or,  to  DynCorp's  and  Seller's\nKnowledge, is threatened, and there are no grounds for  any  such\nclaim;\n\n               (iii) none of the Companies have within the past six years\nreceived   any  notices  of,  nor,  to  DynCorp's  and   Seller's\nKnowledge, do any facts exist which indicate a likelihood of, any\ninfringement or misappropriation of, or other conflict  with  any\nthird party with respect to, any Proprietary Rights owned or used\nby  the Companies nor have the Companies received within the past\nsix  years any claims of infringement or misappropriation of,  or\nconflict with, any Proprietary Rights of any third party;\n\n               (iv) within the past six years none of the Companies have\ninfringed,  misappropriated or otherwise acted in  conflict  with\nany   Proprietary  Rights  of  any  third  party,  nor  will  any\ninfringement, misappropriation or conflict occur as a  result  of\nthe  continued  operation of the Business as presently  conducted\nand as currently proposed to be conducted;\n\n               (v) all Proprietary Rights that are owned or used by the\nCompanies  immediately  prior to the Closing  will  be  owned  or\navailable  for  use  by  the Companies  on  identical  terms  and\nconditions immediately subsequent to Closing; and\n\n               (vi) there is no individual Proprietary Right or license of\nProprietary Rights the loss or expiration of which would cause  a\nMaterial Adverse Effect.\n\n          5.19  Suppliers and Customers.  Schedule 5.19 hereto lists\neach  supplier  and  customer  of  each  Company  whose  business\ndealings with the Parent Group involves annual gross revenues  of\nmore  than  $100,000  and\/or  gross  expenditures  of  more  than\n$100,000,  in  each  case, for the period from  January  1,  1995\nthrough June 30, 1995.  Except as listed on Schedule 5.19, (a) no\nsuch  supplier  or  customer  of any  Company  has  cancelled  or\notherwise  terminated, or specifically threatened  to  cancel  or\notherwise  terminate  its relationship  with  any  Company  in  a\nwritten or oral communication made by a Person with the authority\nto  effect such termination or cancellation to an officer of  the\nCompanies,  (b)  to  DynCorp's and Seller's  Knowledge,  no  such\nsupplier has taken any action that could have a Location Material\nAdverse  Effect and (c) to DynCorp's and Seller's  Knowledge,  no\nsuch   supplier  or  customer  intends  to  cancel  or  otherwise\nmaterially  modify  its  relationship  with  any  Company  or  to\ndecrease materially or limit materially its services, supplies or\nmaterials to any Company or its usage or purchase of the services\nor products of any Company.\n\n          5.20  Employee Benefit Plans.\n\n          (a)  Schedule 5.20 hereto lists all Company Benefit Plans.\nExcept as listed in Schedule 5.20, Seller and DynCorp have,  with\nrespect to each such Company Benefit Plan, delivered or otherwise\nmade available to Buyer true and complete copies of: (i) any plan\ntexts  and  agreements  and related trust agreements  or  annuity\ncontracts;  (ii)  any  summary  plan  descriptions  and  material\nemployee  communications;  (iii) the most  recent  annual  report\n(including all schedules thereto); (iv) the most recent actuarial\nvaluation  (if any); (v) the most recent annual audited financial\nstatement and opinion (if any); and (vi) details of any  proposed\namendment  to  any  such  Company Benefit  Plan  which  has  been\nannounced or is being considered.\n\n          (b) Except as listed on Schedule 5.20:\n\n               (i) none of the Companies has any direct or indirect,\nactual  or contingent Liability with respect to any Benefit  Plan\nother  than  to  make  payments  to  Company  Benefit  Plans   in\naccordance with the terms of such Benefit Plans;\n\n               (ii) the Companies have made all payments due with respect\nto each Benefit Plan;\n\n               (iii) all Liabilities with respect to any Benefit Plan which\nhave  not been paid by the Companies have been properly reflected\non the Company Financial Statements;\n\n               (iv) each Benefit Plan conforms to, and its administration\nis  in compliance in all material respects with, ERISA, the  Code\nand all other applicable laws and regulations;\n\n               (v) there are no (A) unfunded benefit obligations with\nrespect to any current or former employee of the Companies, which\nare  not  fairly  reflected by reserves shown  on  the  Reference\nBalance  Sheet  or  (B)  reserves, assets, surpluses  or  prepaid\npremiums  with respect to any Benefit Plan (other than a  Benefit\nPlan qualified under Section 401(a) of the Code); and\n\n               (vi) the consummation of the transactions contemplated by\nthis  Agreement  will  not accelerate  the  time  of  payment  or\nvesting, or increase the amount of any compensation due  to,  any\ncurrent or former employee of any Company.\n\n          5.21 Labor Matters; Employees.\n\n          (a) Except as set forth on Schedule 5.21 hereto, (i) none\nof  the  Companies  is  a  party  to  any  collective  bargaining\nagreement  or  any  employment, consulting or  similar  agreement\nrelating   to  the  Business  or  any  agreement  or  arrangement\nproviding  for severance payments to any employee of any  Company\nupon termination of employment or which provides benefits upon  a\nchange  in  control  of any Company, and (ii)  to  DynCorp's  and\nSeller's  Knowledge, there are no existing facts or circumstances\nwhich could reasonably be expected to be the basis for any unfair\nlabor  practice  charge or complaint against any Company  arising\nout  of  the  activities of any Company, and no such  charges  or\ncomplaints are outstanding as of the date hereof.  Except as  set\nforth  on  Schedule 5.21, there is no labor strike, work stoppage\nor  other  material labor dispute pending or,  to  DynCorp's  and\nSeller's  Knowledge, threatened against any Company.   Except  as\nset  forth  on  Schedule  5.21,  there  are  no  ongoing,  formal\norganizational  efforts  with respect to  any  employees  of  any\nCompany.\n\n          (b) DynCorp has delivered to Buyer a complete list of all\nemployees of the Companies actively employed by the Companies  as\nof  the week ending on July 7, 1995 which (i) is derived from the\nrelevant   books  and  records  of  the  Companies   (which   are\nsubstantially up-to-date) and (ii) sets forth the annual salaries\nor  hourly  wage  rates for such employees, a copy  of  which  is\nattached hereto as Exhibit C.\n\n          (c) Except as set forth in Schedule 5.21, (i) there is not\nin  existence any written employment or consulting agreement with\nany  employees of any member of the Parent Group which cannot  be\nterminated  at will without giving rise to any claim for  damages\nor  compensation  and  (ii) no member of  the  Parent  Group  has\nreceived  notice of resignation from any such Person who receives\ncompensation at an annual rate in excess of $100,000 per annum.\n\n          (d) Except as set forth on Schedule 5.21, none of the\nemployees of any member of the Parent Group has been offered, nor\nhas any member of the Parent Group agreed to any future variation\nto  the  terms and conditions of employment of any such employees\nand  no  negotiations  for any increase in  the  remuneration  or\nbenefits  of  any  such employees are current,  other  than  with\nrespect to such offers, agreements or negotiations with employees\n(except  for  salaried employees who receive compensation  at  an\nannual rate in excess of $50,000 per annum) made or entered  into\nin  the  ordinary course of business, consistent with past custom\nand practice.\n\n          (e) Except as set forth on Schedule 5.21, there are no\noutstanding claims against the Companies by any Person who is now\nor has been an officer or employee of or consultant to any of the\nCompanies  and  no disputes have during the preceding  three  (3)\nyears  arisen  between the Companies and any material  number  or\ncategory  of  employees and to DynCorp's and Seller's  Knowledge,\nthere are no present circumstances which are likely to give  rise\nto any such dispute.\n\n          (f) The Companies have in relation to each of their\nemployees and former employees complied in all material  respects\nwith all obligations imposed on them by all statutes, regulations\nand  codes  of conduct and practice relating to or affecting  the\nemployment of its employees or in relation to any trade union and\nhas  maintained current, adequate and suitable records  regarding\nthe  service and terms and conditions of employment for  each  of\ntheir   employees,   all   collective   agreements,   recognition\nagreements  and customs and practices for the time being  dealing\nwith  such  relations  or  the conditions  of  service  of  their\nemployees  and all relevant orders and awards and recommendations\nmade  under  any relevant statute, regulation or code of  conduct\nand practice affecting the conditions of service or otherwise  in\nrelation to their employees or former employees.\n\n          (g) The Companies have engaged in no plant closing or\nemployee  layoff activities within the last two years that  would\nviolate  or in any way implicate the Worker Adjustment Retraining\nand Notification (\"WARN\") Act of 1988, as amended, or any similar\nstate  or  local  plant closing or mass layoff statute,  rule  or\nregulation.\n\n          5.22 Insurance.  Schedule 5.22 hereto contains an accurate\nand  complete  description of all policies  of  fire,  liability,\nworkmen's  compensation and other forms of  insurance  owned  and\nheld  by  DynCorp under which coverage has been and will, subject\nto normal renewals, through the Closing, be made available to the\nCompanies.  Such policies are in adequate amounts.  Except as set\nforth  in Schedule 5.22, all such policies are in full force  and\neffect, all premiums with respect thereto covering all periods up\nto  and including the Closing Date which are due and payable will\nhave been paid, none of the Companies has received any notice  of\ncancellation or termination with respect to any such policy,  and\nnothing has been done or has been omitted to be done which  could\nresult in any such policies being or becoming void or voidable as\nto  the activities of the Company through the Closing.  Except as\nset  forth  in Schedule 5.22, such policies will remain  in  full\nforce  and  effect in accordance with their respective terms  and\nconditions and will cover all claims of the type normally covered\nby  such insurance policies made against any member of the Parent\nGroup  which  have their causes or origin during such  period  of\ncoverage  through  the Closing.  All of such policies  have  been\nissued  by reputable insurance companies actively engaged in  the\ninsurance business.  All known claims or circumstances likely  to\ngive  rise  to any claims, if any, made against any Company  have\nbeen   disclosed  and  tendered  to  the  appropriate   insurance\ncompanies  and  are being defended by such appropriate  insurance\ncompanies in accordance with the policy terms and limits.\n\n          5.23  Company Services.  Except as listed on Schedule 5.23\nhereto, (a) none of the Companies within the past three years has\nreceived   any   statements,  citations  or  decisions   by   any\nGovernmental Body that any services rendered or marketed  at  any\ntime  by  the  Companies (\"Company Services\") fails to  meet  any\nstandards  promulgated by any Governmental Body in  any  material\nrespect, and (b) to DynCorp's and Seller's Knowledge, there is no\n(i) fact relating to any Company Service that could be reasonably\nexpected  to  impose  upon any Company  a  duty  to  disclose  to\ncustomers   any   legal   problem  with  any   Company   Service,\n(ii)  Liability for warranty claims with respect to  any  Company\nService  rendered  prior to the Closing Date, except  as  may  be\nincurred  in  the ordinary course of business not  in  excess  of\n$100,000  per  year, and (iii) basis for any  present  or  future\ncharge,  claim, or demand which is material against  the  Company\narising  out of any injury to Persons or property as a result  of\nany Company Service rendered by any Company.\n\n          5.24 Transactions with Affiliates.  Except as set forth on\nSchedule  5.24  hereto and for intercompany charges  and  credits\nbetween  DynCorp  and  the  Companies  incurred  or  granted   in\nconnection   with  intercompany  corporate  and  cash  management\nservices rendered in accordance with past custom and practice, no\nstockholder,  officer, director, or Affiliate, or  any  of  their\nrespective Affiliates or Relatives, of any Company is involved in\nany   business  arrangement  or  relationship  with  any  of  the\nCompanies   (whether  written  or  oral),  and   none   of   such\nstockholders,   officers,   directors,   Affiliates   and   their\nrespective  Affiliates or Relatives owns any property  or  right,\ntangible or intangible, which is used by any of the Companies.\n\n          5.25 Environmental Matters.  Except as set forth in Schedule\n5.25 hereto:\n\n          (a) the Companies have complied and are in compliance in\nall   material  respects  with  all  Environmental   and   Safety\nRequirements;\n\n          (b) the Companies have obtained and complied in all\nmaterial  respects with, and are in compliance  in  all  material\nrespects  with,  all  permits, licenses and other  authorizations\nthat   are   required  pursuant  to  Environmental   and   Safety\nRequirements  for  the  occupation  of  its  facilities  and  the\noperation of the Business (true and complete copies of which have\nbeen  provided  to Buyer), and such permits, licenses  and  other\nauthorizations may be relied upon for continued lawful  operation\nof  the  Business on and after the Closing Date without transfer,\nreissuance, or other governmental approval or action;\n\n          (c) none of the Companies has received any claim,\ncomplaint,  citation,  report or other written  notice  (or  oral\nnotice   provided  to  a  senior  officer,  or   officer   having\nresponsibility  over  environmental  matters,  of  any   of   the\nCompanies)  that  is  outstanding regarding  any  Liabilities  or\npotential  Liabilities, including any investigatory, remedial  or\ncorrective  obligations, arising under Environmental  and  Safety\nRequirements;\n\n          (d) none of the following exists at any property owned or\noccupied by any of the Companies:\n\n               (i)   underground storage tanks or surface impoundments; or\n\n               (ii) wetlands;\n\n          (e) to DynCorp's and Seller's Knowledge, none of the\nfollowing exists at any property owned or occupied by any of  the\nCompanies:\n\n               (i)  asbestos-containing material in any form or condition; or\n\n               (ii) materials or equipment containing polychlorinated\nbiphenyls;\n\n          (f) none of the Companies has treated, stored, disposed of,\narranged  for or permitted the disposal of, transported, handled,\nor  released  any  substance, including, without limitation,  any\nhazardous  substance,  or  owned  or  operated  any  facility  or\nproperty,  which could reasonably be expected to  result  in  any\nmaterial Liabilities of any of the Companies for response  costs,\nnatural  resource  damages  or attorneys  fees  pursuant  to  any\nEnvironmental and Safety Requirements;\n\n          (g) no facts, events or conditions relating to the past or\npresent  facilities,  properties or  operations  of  any  of  the\nCompanies  will (i) prevent, hinder or limit continued compliance\nin   all   material  respects  with  Environmental   and   Safety\nRequirements,  (ii)  give  rise to  any  material  investigatory,\nremedial or corrective obligations pursuant to Environmental  and\nSafety  Requirements, or  (iii) give rise to any  other  material\nLiabilities  pursuant  to Environmental and Safety  Requirements,\nincluding, without limitation, any relating to onsite or  offsite\nreleases   or  threatened  releases  of  hazardous  or  otherwise\nregulated  materials,  substances  or  wastes,  personal  injury,\nproperty damage or natural resources damage;\n\n          (h) neither this Agreement nor the consummation of the\ntransactions contemplated hereby imposes any obligations for site\ninvestigation  or  cleanup,  or notification  to  or  consent  of\nGovernmental Body or third parties, pursuant to any Environmental\nand Safety Requirement;\n\n          (i) none of the Companies has, either expressly or by\noperation  of  law,  assumed  or  undertaken  any  Liability   or\ncorrective or remedial obligation of any other Person relating to\nEnvironmental and Safety Requirements; and\n\n          (j) no Lien, either recorded or unrecorded, in favor of any\nGovernmental  Body  relating  to any  Liability  of  any  of  the\nCompanies arising under Environmental and Safety Requirements has\nbeen attached to any property owned, leased or operated by any of\nthe Companies.\n\n          5.26 Disclosure.  The representations and warranties\ncontained in this Section 5 do not, and all information delivered in\nany  Schedule or Exhibit hereto is complete and does not, contain\nany  untrue statement of fact or omit to state any fact necessary\nin order to make the statements and information contained in this\nSection or in such Schedules or Exhibits not misleading.\n\n\n6.          CERTAIN COVENANTS AND AGREEMENTS.  Buyer and\nSeller covenant and agree as follows:\n\n          6.1 Best Efforts.  DynCorp and Seller, on the one hand, and\nBuyer  and  ALPHA,  on  the  other  hand,  will  each  use  their\nrespective reasonable best efforts to take all action and  to  do\nall  things necessary, proper, or advisable to the extent  within\ntheir  respective  control  in  order  to  consummate  and   make\neffective   the  transactions  contemplated  by  this  Agreement.\nWithout prejudice to the generality of the foregoing, DynCorp and\nSeller  shall  use  their  respective  best  efforts  to  procure\nsatisfaction  of the closing conditions set forth  in  Section  7\nhereto  and  Buyer  and  ALPHA shall use  their  respective  best\nefforts  to  procure satisfaction of the closing  conditions  set\nforth in Section 8 hereto.\n\n          6.2 Conduct of Business.\n\n          (a) From the date hereof to the Closing Date, DynCorp and\nSeller  will cause the Companies to conduct the Business  in  the\nordinary  course in accordance with past practice, and  will  use\ntheir  respective  best efforts to preserve intact  the  business\norganization and relationships with third parties of the Business\nand  to  keep available the services of the present officers  and\nemployees of the Business consistent with past practice.\n\n          (b) From the date hereof to the Closing Date, DynCorp and\nSeller  will  not, without the consent of Buyer or  ALPHA,  which\nwill  not  be  unreasonably withheld in the case of any  proposed\nmatter  arising in the ordinary course of business and consistent\nwith past custom and practice, cause or permit any member of  the\nParent Group to:\n\n               (i)  change its personnel or operations or its relationships\nwith suppliers,  customers, distributors, brokers, lessors or  others,\nother than changes in the ordinary course of business, consistent\nwith past custom and practice;\n\n               (ii) other than in connection with the Wrightstown Property as\nset  forth  in Section 6.14(f), sell, lease, transfer, or  assign\nany  of  its assets, tangible or intangible, other than for  fair\nconsideration in the ordinary course of business, consistent with\npast custom and practice;\n\n               (iii)     enter into any agreement, contract, lease, or license\n(or  series of related agreements, contracts, leases or licenses)\nto  which  it is a party or by which it is bound nor  modify  the\nterms of any such existing agreement or contract, other than such\nagreements  or contracts entered into in the ordinary  course  of\nbusiness;\n\n               (iv) accelerate, terminate, modify or cancel any material\nagreement, contract, lease or license to which it is a  party  or\nby  which  it  is  bound, other than in the  ordinary  course  of\nbusiness, consistent with past custom and practice;\n\n               (v)  adopt, modify, amend or terminate any bonus, profit-sharing,\nincentive, severance, or other plan, contract, or commitment  for\nthe  benefit of any directors, officers, or employees, excluding,\nhowever, the termination of the Companies' participation  in  the\nDynCorp  Employee  Stock Ownership Plan and the  DynCorp  Welfare\nBenefits  Plan and Trust, which will become effective as  of  the\nClosing;\n\n               (vi) make any change in the employment terms (including base\ncompensation)  for any of its directors, officers  and  employees\noutside  the  ordinary course of business, consistent  with  past\ncustom and practice;\n\n               (vii) permit any Liens to be placed on any of its assets or\nproperties, tangible or intangible;\n\n               (viii) make any capital expenditure in excess of $25,000\nindividually,  or $250,000 in the aggregate, other  than  capital\nexpenditures  committed to be made prior to the date  hereof  and\nset forth in Schedule 5.7;\n\n               (ix) make any investment either involving more than $100,000 or\noutside  the  ordinary  course of business consistent  with  past\ncustom and practice;\n\n               (x)  issue any note, bond, or other debt security or create,\nincur, assume, or guarantee any Indebtedness;\n\n               (xi) delay or postpone the payment of the accounts payable and\nother  Liabilities  outside  the  ordinary  course  of  business,\nconsistent with past custom and practice;\n\n               (xii) cancel, compromise, waive, or release any right or\nclaim  either involving more than $50,000 or outside the ordinary\ncourse of business, consistent with past custom and practice;\n\n               (xiii) change its charter or bylaws;\n\n               (xiv) issue, sell or otherwise dispose of any of its capital\nstock,  or  grant  any  options, warrants,  or  other  rights  to\npurchase  or  obtain  (including upon  conversion,  exchange,  or\nexercise) any of its capital stock;\n\n               (xv) declare, set aside, or pay any dividend or make any\ndistribution with respect to its capital stock (whether  in  cash\nor  in kind) or redeem, purchase, or otherwise acquire any of its\ncapital stock, other than such as to cause the extinguishment  of\nintercompany  accounts of the Companies, the Parent Contribution,\nor  in  connection with the activities contemplated  in  Sections\n6.10 and 6.14(e);\n\n               (xvi) change its accounting practices, procedures or methods;\n\n               (xvii) enter into any agreement, arrangement or transaction\nwith  any  of  its Affiliates or any of its directors,  officers,\nemployees  or  stockholders, including, without  limitation,  any\nloan  or  advance  funds  to  any  of  its  directors,  officers,\nemployees,  stockholders or Affiliates, except  as  conducted  in\naccordance  with  DynCorp's  normal  cash  management  practices,\nconsistent with past custom and practice;\n\n               (xviii) change or alter in any way its Proprietary Rights;\n\n               (xix)   change the amount or scope of coverage of insurance it\nnow carries; or\n\n               (xx) commit to do any of the foregoing.\n\n          6.3  Monthly Financial Statements.  Seller and DynCorp shall\neach  cause  to be prepared and delivered to Buyer  in  a  timely\nmanner  (but  in any event within 30 days after the end  of  each\nmonth  unaudited financial statements of the Companies as of  and\nfor each monthly accounting period ending on the last day of each\nmonth  subsequent to the date of the Reference Balance Sheet  and\nprior  to the Closing Date.  Such unaudited financial statements,\nwhen  delivered  to Buyer, shall fairly present in  all  material\nrespects the financial condition and results of operations of the\nCompanies as of and for the period ending on the last day of  the\ncalendar  month  covered thereby, in accordance  with  accounting\nprinciples  used  in  the preparation of  the  Reference  Balance\nSheet.\n\n          6.4  Transfer of Stock.  Other than in connection with the\nactions  contemplated  by Section 6.14(e)  or  as  set  forth  on\nSchedule  6.4, hereto, from the date hereof through  the  Closing\nDate,  neither  Seller, DynCorp nor any of  the  Companies  shall\nsell,  transfer, assign, pledge or otherwise dispose of  (whether\nwith   or  without  consideration  and  whether  voluntarily   or\ninvoluntarily or by operation of law) any interest in the  Stock,\nany   other  capital  stock  and  any  common  stock  equivalents\n(including any options, warrants, conversion or other rights, and\nstock appreciation rights, phantom stock, profit participation or\nsimilar rights) of any member of the Parent Group.\n\n          6.5 Notice of Developments.\n\n          (a) Seller and DynCorp will give prompt written notice to\nBuyer  and  ALPHA  of  any development causing,  or  which  could\nreasonably  be  expected  to  cause,  a  breach  of  any  of  the\nrepresentations and warranties in Sections 3 and 5 above were the\nsame  to  have occurred on or prior to the date hereof and  Buyer\nwill  give  prompt  written notice to Seller of  any  development\ncausing,  or  which  could reasonably be expected  to  cause,   a\nbreach of any of the representations and warranties in Section  4\nabove.   No  disclosure  by  any party hereto  pursuant  to  this\nSection  6.5 shall be deemed to amend or supplement any  Schedule\nor  to prevent or cure any misrepresentation, breach of warranty,\nor breach of covenant.\n\n          (b) Without prejudice to the provisions of Section 6.5(a)\nabove,  Seller and DynCorp will give prompt notice to  Buyer  and\nALPHA of:\n\n               (i)  any notice or other written communication from any Person\nalleging that the consent of such Person is or may be required in\nconnection with the transactions contemplated by this Agreement;\n\n               (ii) any notice or other written communication from any\ngovernmental or regulatory agency or authority in connection with\nthe transactions contemplated by this Agreement; and\n\n               (iii) any actions, suits, claims, investigations or proceedings\ncommenced  or, to DynCorp's and Seller's Knowledge,  threat\nened against, relating to or involving or otherwise affecting any\nmember  of the Parent Group which relates to the consummation  of\nthe transactions contemplated by this Agreement.\n\n          6.6 Expenses.  Except as otherwise provided in Sections 1.3\nand  12.2, each of Seller and DynCorp on the one hand, and Buyer,\non  the  other  hand,  will be responsible for  their  respective\nexpenses   incurred   in   connection   with   the   transactions\ncontemplated  hereby and any related transactions.  For  purposes\nof  this Section 6.6, any such expenses incurred by any member of\nthe  Parent  Group prior to the Closing shall be deemed  to  have\nbeen  incurred  by or on behalf Seller and DynCorp,  and  not  by\nBuyer.\n\n          6.7 Actions With Respect to Sale of Parent and the Companies.\nSeller  and DynCorp will (a) consent to  and  raise  no\nobjections   against   the  transactions   contemplated   hereby,\n(b)  waive  any dissenter's rights and other similar rights,  and\n(c)  vote  any  Stock  held by them in any  manner  necessary  to\nconsummate the transactions contemplated hereby.\n\n          6.8 Further Assurances.  Each of Seller, DynCorp, ALPHA and\nBuyer  shall, and prior to Closing Seller and DynCorp shall cause\neach  member of the Parent Group to, and after Closing ALPHA  and\nBuyer shall cause each member of the Parent Group to, (a) execute\nsuch documents and other papers and take such further actions  as\nmay  be  reasonably required or desirable to (i)  carry  out  the\nprovisions  hereof  and  the  transactions  contemplated   hereby\nincluding, without limitation, voting of the Stock in any  manner\nnecessary to consummate the transactions contemplated hereby, and\n(ii)  return  to  DynCorp each of the standby letters  of  credit\nprovided  by  DynCorp which support obligations of the  Companies\n(including,  without limitation, a beneficiary  statement  by  an\nauthorized  officer  on its letterhead to the  effect  that  such\nletter of credit is cancelled) no later than the expiry date  for\neach  such letter of credit, and (b) cooperate in good  faith  to\nrelease  DynCorp's guarantees for the performance of any  of  the\nCompany's obligations under certain contracts and agreements  (at\nno  cost  or expense to ALPHA, Buyer or any member of the  Parent\nGroup).\n\n          6.9  Access to Records.\n\n          (a)  From the date hereof and through the Closing Date,\nSeller  and  DynCorp will permit and will cause each  Company  to\npermit, representatives of Buyer to have reasonable access during\nnormal  business  hours  to all premises, properties,  personnel,\nbooks,  records (including Tax records), contracts, and documents\nof or pertaining to Seller and each member of the Parent Group.\n\n          (b) Following the Closing Date, (i) each of Seller and\nDynCorp   shall,  upon  reasonable  request  of   Buyer,   permit\nrepresentatives  of  Buyer, ALPHA or the  Parent  Group  to  have\nreasonable access during normal business hours to all  books  and\nrecords (including tax records), contracts, and documents in  the\npossession of Seller or DynCorp pertaining to each member of  the\nParent  Group and (ii) each of Buyer and the Parent Group  shall,\nupon  reasonable  request of DynCorp, permit  representatives  of\nDynCorp  and  Seller  to  have reasonable  access  during  normal\nbusiness  hours to all books and records (including tax records),\ncontracts,  and documents in possession of Buyer  or  the  Parent\nGroup pertaining to DynCorp and Seller.\n\n          6.10 DynAir Russia.\n\n          (a)  Seller, DynCorp, ALPHA and Buyer shall both before and\nafter  the  Closing cooperate with each other in good faith,  and\nshall   use   their  respective  reasonable  best   efforts,   to\nrestructure the portion of the Business conducted through  DynAir\nRussia (the \"Russian Restructuring\") in a manner satisfactory  to\nALPHA.\n\n          (b)  As of the date hereof, all the capital stock of DynAir\nRussia   shall  have  been  transferred,  dividended,  sold,   or\notherwise disposed to a Person other than a member of the  Parent\nGroup,  and  without Liability to any member of the Parent  Group\nand as of the Closing, the capital stock of Russia shall continue\nto be held by a Person other than a member of the Parent Group.\n\n          (c) In addition, Seller and DynCorp shall, prior to the\nClosing, except as otherwise agreed in writing, cause all of  the\nassets  (net  of  any  liabilities) of DynAir Russia  (including,\nwithout limitation, its interest in the general partnership  (the\n\"Russian  Partnership\") formed pursuant to the Joint Venture  and\nPartnership  Agreement  dated as of  September  1,  1993  by  and\nbetween  DynAir  Russia  and Khabarovsk  Airport  and  Khabarovsk\nBranch of Production and Commercial Association (\"Aeroflot\"))  to\nbe  assigned and transferred to, or novated in favor  of,  DynAir\nEuroservices  (UK) Ltd., without any Liability to any  member  of\nthe Parent Group.\n\n          6.11  Confidentiality.  Attached hereto as Exhibit D is a letter\nagreement executed by DynCorp and ALPHA as of February  2,  1995,\nas  amended  on May 24, 1995, regarding ALPHA's undertaking  with\nrespect  to Confidential Information.  Each of Seller and DynCorp\nwill,  and  will  cause  all  of  its  Subsidiaries,  Affiliates,\nemployees,  directors,  officer, agents and  representatives  to,\ntreat  and  hold  as  such  all of the Confidential  Information,\nrefrain from using any of the Confidential Information except  in\nconnection with this Agreement, and, following the Closing  Date,\ndeliver  promptly  to the other or destroy, at  the  request  and\noption  of   ALPHA, all tangible embodiments (and all copies)  of\nthe  Confidential Information which are in their possession.   In\nthe  event  that Seller or DynCorp is requested or  required  (by\noral  question  or  request for information or documents  in  any\nlegal  proceeding,  interrogatory, subpoena, civil  investigative\ndemand,   or   similar  process)  to  disclose  any  Confidential\nInformation, Seller or DynCorp, as the case may be,  will  notify\nALPHA  promptly of the request or requirement so that  ALPHA  may\nseek an appropriate protective order or waive compliance with the\nprovisions  of this Section.  If, in the absence of a  protective\norder or the receipt of a waiver hereunder, Seller or DynCorp is,\non  the advice of counsel, compelled to disclose any Confidential\nInformation  to any tribunal or else stand liable  for  contempt,\nSeller  or  DynCorp,  as  the  case  may  be,  may  disclose  the\nConfidential Information to the tribunal; provided,  that  Seller\nor  DynCorp,  as the case may be, shall use its best  efforts  to\nobtain,  at the request and cost (with respect to out  of  pocket\ncosts   only)  of  ALPHA,  an  order  or  other  assurance   that\nconfidential  treatment will be accorded to such portion  of  the\nConfidential Information required to be disclosed as ALPHA  shall\ndesignate.  The  foregoing provisions  shall  not  apply  to  any\nConfidential  Information  which is generally  available  to  the\npublic  immediately prior to the time of disclosure.  As  of  the\nClosing, DynCorp and Seller hereby assign to Buyer and ALPHA  all\nof  their  respective  rights  pursuant  to  any  confidentiality\nagreements   with   other  Persons  regarding  any   confidential\ninformation of the Companies.\n\n          6.12 Public Announcements.\n\n          (a) Subject to clause (b) below, the timing and content of\nall  announcements regarding any aspect of this Agreement to  the\nfinancial  community,  Governmental  Bodies,  employees  or   the\ngeneral  public  at any time before or within  a  period  of  two\nmonths after Closing shall be mutually agreed upon in advance  by\nDynCorp  and  ALPHA  (such agreement  in  each  case  not  to  be\nunreasonably withheld or delayed).\n\n          (b) Where an announcement is required by law (including,\nwithout limitation, the HSR Act) or any regulation or rule of any\nstock  exchange (including, without limitation, the rules of  the\nLondon  Stock Exchange or compliance with the Securities Exchange\nCommission),  it shall so far as is practicable be  made  by  the\naffected  party  after consultation with the  other  parties  and\ntaking  into account their reasonable requirements, but  so  that\nany reference in any such announcement to any other party must be\nagreed  by  that  party (such agreement not  to  be  unreasonably\nwithheld or delayed).\n\n          6.13 Tax Covenants.\n\n          (a)(i)  DynCorp shall cause the Parent Group to be\nincluded in DynCorp's consolidated federal income Tax Returns for\nall  periods  for  which they are eligible  to  be  so  included,\nincluding,  without limitation, the period from January  1,  1995\nthrough the Closing Date, and in any other required state,  local\nand  foreign consolidated, affiliated, combined, unitary or other\nsimilar  group  income  Tax Returns that include  Seller  or  any\naffiliate of Seller for all Pre-Closing Periods for which any  of\nthem are required or permitted to be so included.\n\n             (ii)  DynCorp shall (A) timely  prepare  and\nfile  all  such  Tax Returns and timely pay when  due  all  Taxes\nrelating to such Tax Returns, and (B) timely prepare and file, or\ncause  to be prepared and filed, all other income Tax Returns  of\nthe  Parent Group for all taxable periods ending on or  prior  to\nthe  Closing Date and timely pay, or cause to be paid,  when  due\nall Taxes relating to such Tax Returns.\n\n             (iii)  The Tax Returns described in clause\n(ii)  above shall be prepared or completed in a manner consistent\nwith  prior practice of DynCorp and the Parent Group with respect\nto Returns concerning the income, properties or operations of the\nParent  Group  (including elections and  accounting  methods  and\nconventions),  except as otherwise required by law or  regulation\nor  otherwise  agreed  to by Buyer prior to the  filing  thereof.\nDynCorp will take no position on such returns that relate to  the\nParent  Group that would adversely affect the Parent Group  after\nthe  Closing  Date.  Except as provided in Section  6.13(b),  the\nincome  of the Parent Group up to and including the Closing  Date\nwill be determined by closing the books of the Parent Group as of\nthe close of business on the Closing Date.\n\n          (b)(i)  Any Taxes with respect to the income, property or\noperations  of  the  Parent Group that relate  to  a  Tax  period\nbeginning  before the Closing Date and ending after  the  Closing\nDate (an \"Overlap Period\") shall be apportioned between Buyer and\nDynCorp:\n\n                          (A)   in  the case of real and personal\nproperty  Taxes (and any other Taxes not measured or  measurable,\nin  whole or in part, by net or gross income or receipts),  on  a\nper diem basis and,\n\n                          (B)   in  the case of other  Taxes,  as\ndetermined from the books and records of the Parent Group  during\nthe  portion  of such period ending on the Closing Date  and  the\nportion of such period beginning on the day following the Closing\nDate consistent with the past practices of DynCorp and the Parent\nGroup.\n\n             (ii)  Buyer shall cause the Parent Group  to\nfile any Tax Returns for any Overlap Period, and Buyer shall pay,\nor  cause to be paid, all state, local or foreign Taxes shown  as\ndue on any such Tax Returns.\n\n             (iii) DynCorp shall pay Buyer its  share\nof  any  such Taxes (to the extent DynCorp is liable therefor  in\naccordance  with this Section 6.13(b) to the extent  not  already\npaid  by  DynCorp) within five (5) Business Days  of  receipt  of\nnotice  of such filing by Buyer, which notice shall set forth  in\nreasonable detail the calculations regarding DynCorp's  share  of\nsuch Taxes.\n\n             (iv) Buyer shall pay to DynCorp its share of\nany refunds from prior payments of any such Taxes within five (5)\nBusiness Days of Buyer's receipt of such refunds.\n\n          (c)(i) DynCorp shall have the right to represent the\ninterests  of the Parent Group in any Tax audit or administrative\nor  court proceeding relating to Tax Returns described in Section\n6.13(a)  with  respect to which DynCorp may be liable  for  Taxes\npursuant  to  this  Agreement  (including  any  such  proceedings\nrelating  to the income, properties or operations of  the  Parent\nGroup);  provided,  that  Buyer  shall  have  the  right  (i)  to\nparticipate  in any such audit or proceeding to the  extent  that\nany  such audit or proceeding may affect the Tax Liability of the\nBuyer  or any of its Affiliates (including the Parent Group)  and\n(ii)  to  employ  counsel of its choice at its  own  expense  for\npurposes of such participation.\n\n             (ii) Notwithstanding anything to the contrary\ncontained or implied in this Agreement, without the prior written\napproval  of  Buyer  (which shall not be unreasonably  withheld),\nneither  DynCorp  nor  any Affiliate of DynCorp  shall  agree  or\nconsent to compromise or settle, either administratively or after\nthe commencement of litigation, any issue or claim arising in any\nsuch  audit or proceeding, or otherwise agree or consent  to  any\nTax   Liability,   to  the  extent  that  any  such   compromise,\nsettlement, consent or agreement may affect the Tax Liability  of\nBuyer,  any of its Affiliates or the Parent Group for any  period\nending after the Closing Date (including, but not limited to, the\nimposition of Tax Deficiencies, the reduction of asset  basis  or\ncost   adjustments,  the  lengthening  of  any  amortization   or\ndepreciation  period, the denial of amortization or  depreciation\ndeductions, or the reduction of loss or credit carry forwards).\n\n          (d)(i)  Buyer shall promptly notify DynCorp in writing\nupon receipt by Buyer, any Affiliate of Buyer or the Parent Group\nof  any  notice  of  any  pending or  threatened  Tax  audits  or\nassessments  relating to the income, properties or operations  of\nthe  Parent Group, in each case for Pre-Closing Periods only,  so\nlong  as  Pre-Closing Periods remain open; provided, that failure\nby  Buyer to comply with this Section 6.13(d)(i) shall not affect\nBuyer's  right  to  indemnification relating  to  Taxes  if  such\nfailure does not prejudice the rights of DynCorp.\n\n             (ii) DynCorp shall promptly notify Buyer  in\nwriting  upon receipt by DynCorp or any affiliate of  DynCorp  of\nnotice  of  any  pending or threatened Tax Audits or  assessments\nrelating  to the income, properties or operations of  the  Parent\nGroup, in each case for Pre-Closing Periods only; provided,  that\nfailure by DynCorp to comply with this Section 6.13(d)(ii)  shall\nnot  affect DynCorp's right to indemnification relating to  Taxes\nif such failure does not prejudice the rights of Buyer.\n\n          (e) If the Parent Group or any consolidated, affiliated,\ncombined, unitary or other similar Tax group of which any of  the\nParent Group is now or was formerly a member has any reduction in\nTax  Liability by reason of an adjustment with respect to a  Pre-\nClosing  Period and such adjustment has the effect of  decreasing\ndeductions or credits, or increasing income, for any taxable year\nor  tax  period  (including an Overlap Period) ending  after  the\nClosing Date, then DynCorp shall pay to Buyer an amount equal  to\nthe  Tax  detriment attributable to such decreased deductions  or\ncredits, or increased income, as and when the Parent Group or any\nconsolidated, affiliated, combined, unitary or other similar  Tax\ngroup  of  which any of the Parent Group may be a member actually\nsuffers  such  detriment and is required to  make  a  payment  on\naccount thereof.\n\n          (f) Neither DynCorp nor any Affiliate of DynCorp shall,\nwithout  the prior written consent of Buyer (which shall  not  be\nunreasonably withheld), file, or cause to be filed,  any  amended\nTax  Return  or claim for Tax refund, with respect to the  Parent\nGroup  for  any Pre-Closing Period, to the extent that  any  such\nfiling  may  affect  the  Tax Liability  of  Buyer,  any  of  its\nAffiliates  or the Parent Group for any period ending  after  the\nClosing  Date  (including, without limitation, the imposition  of\nTax   deficiencies,  the  reduction  of  asset  basis   or   cost\nadjustments,  the lengthening of any amortization or depreciation\nperiods,  the denial of amortization or depreciation  deductions,\nor the reduction of loss or credit carryforwards).\n\n          (g) Any and all existing Tax sharing, allocation,\ncompensation or like agreements or arrangements, whether  or  not\nwritten,  that  include  the  Parent  Group,  including,  without\nlimitation,  any  arrangement by which any of  the  Parent  Group\nmakes compensating payments to each other or any other member  of\nany  affiliated, consolidated, combined, unitary or other similar\nTax  group  for  the  use  of certain tax  attributes,  shall  be\nterminated as of the Closing Date and shall have no further force\nor effect for any taxable year or period thereof.\n\n          (h) (i)  After the Closing Date, Buyer and DynCorp shall\nprovide  each  other, and Buyer shall cause the Parent  Group  to\nprovide  DynCorp, with such cooperation and information  relating\nto the Parent Group as either party reasonably may request in:\n\n                          (A) filing any Tax Return, amended  Tax\nReturn or claim for refund;\n\n                          (B) determining any Tax Liability or  a\nright to refund of Taxes;\n\n                         (C) conducting or defending any audit or\nother proceeding in respect of Taxes; or\n\n                          (D)  effectuating  the  terms  of  this Agreement.\n\n\n           The tax package which DynCorp has customarily required\nof  the  Companies will be delivered to DynCorp  within  30  days\nafter  the  final  determination of  the  Closing  Balance  Sheet\npursuant to Section 1.3.\n\n                     (ii)  The  parties shall retain,  and  Buyer\nshall  cause  the  Parent  Group  to  retain,  all  Tax  Returns,\nschedules  and  work papers, and all material records  and  other\ndocuments  relating  thereto,  until  the  earlier  of  (a)   the\nexpiration  of  the  statute of limitation (and,  to  the  extent\nnotified  by  any party, any extensions thereof) of  the  taxable\nyears  to  which such returns and other documents relate  or  (b)\nfive years after the Closing Date.  During such period, Buyer and\nDynCorp  shall be entitled to copy any related documents  in  the\nother's possession at its own expense.\n\n                    (iii)  Any information obtained under this\nSection  6.13  shall  be  kept confidential,  except  as  may  be\notherwise  necessary in connection with filing  any  Tax  Return,\namended  return,  or  claim  for  refund,  determining  any   Tax\nliability  or  right  to refund of Taxes,  or  in  conducting  or\ndefending any Tax audit or other proceeding in respect of Taxes.\n\n          (i) Seller shall be liable for, and shall pay when due, any\ntransfer,  gains,  documentary, sales, use, registration,  stamp,\nvalue  added  or  other similar Taxes payable by  reason  of  the\ntransactions contemplated by this Agreement and Seller or DynCorp\nshall,  at  its own expense, file all necessary Tax  Returns  and\nother documentation with respect to all such Taxes.\n\n          (j)(i)  With respect to Parent, DynAir Services Inc. and\nDynAir  CFE Services Inc. (and such other Companies as the  Buyer\ndetermines  in its sole discretion), (A) Seller and DynCorp  will\njoin  with  Buyer  in making an irrevocable election  under  Code\nSection  338(h)(10)  and  the regulations promulgated  thereunder\n(and  any corresponding provisions under state, local, or foreign\nlaw)  and  (B)  with  respect to any  state,  local,  or  foreign\njurisdiction  that  does  not recognize  an  election  under  the\npreceding  clause  (A), Buyer shall make an irrevocable  election\nunder  Section 338(g) of the Code and the regulations promulgated\nthereunder, and any corresponding provision under state, local or\nforeign  law  (the elections in clauses (A) and  (B)  immediately\nabove  are referred to collectively as the \"Elections\").   Seller\nand  DynCorp  will pay any Tax attributable to or resulting  from\nthe  making  of the Elections and will indemnify Buyer  and  each\nmember  of  the  Parent  Group against any  Adverse  Consequences\narising out of any failure to pay such Tax.\n\n             (ii)  Buyer and DynCorp agree to comply with\nall  of  the requirements and conditions of Code Sections  338(g)\nand  338(h)(10), the Treasury Regulations promulgated  thereunder\nand  all  other applicable Code sections and Treasury Regulations\nrelating  thereto,  including,  without  limitation,  the  timely\nfiling  of  Department of Treasury Form 8023 entitled  \"Corporate\nQualified  Stock  Purchase  Election,\"  which  Buyer   shall   be\nresponsible for preparing.\n\n             (iii) Neither Buyer, Seller nor DynCorp will\ntake  any  action, including, without limitation, any  action  in\nconnection  with the filing of income Tax Returns of any  Person,\nwhich would be inconsistent with or prejudice the Elections.\n\n             (iv)  Within  the earlier  of  (x)  60  days\nfollowing  the  final determination of the Closing Balance  Sheet\npursuant  to  Section 1.3 and (y) 195 days following the  Closing\nDate,  Buyer and ALPHA shall, at their own expense cause American\nAppraisal  Associates  to deliver an appraisal  to  ALPHA  and\/or\nBuyer  and  DynCorp for the purposes of determining an allocation\nof  the  Purchase  Price  (together with liabilities  assumed  by\noperation  of law hereunder and other relevant items)  among  the\nassets of the Parent Group.  Such allocation shall be binding  on\nBuyer,  ALPHA,  Seller  and DynCorp and  shall  comply  with  the\nrequirements  of  Code  Section 338 and the Treasury  Regulations\nthereunder.\n\n          (k) DynCorp (i) at its own expense shall report, or shall\ncause  any of its affiliates to report, any final federal  income\nTax  adjustment  made by the U.S. Internal Revenue  Service  with\nrespect  to  Pre-Closing Periods to the appropriate state,  local\nand  foreign Tax authorities, and (ii) shall be solely liable for\npayment of any local, foreign, or local Taxes payable as a result\nof any such adjustment.\n\n          6.14 Other Agreements.\n\n          (a)  Seller and DynCorp shall cause the Heller Funding\nArrangements, the Operating Leases and all equipment leases, sale\nleaseback  agreements, fixed-asset financings, equipment  funding\nagreements and other similar agreements regarding any assets used\nor  usable  by  the Companies in the conduct of the  Business  as\npresently  conducted or proposed to be conducted with outstanding\nobligations of principal, interest, lease payment, or other  cash\nobligations (whether contingent or otherwise) (including, without\nlimitation,  all safe harbor leases to which any  member  of  the\nParent  Group  was a party and the rights of which were  assigned\nto,  and all debt related to which was assumed by, DynCorp or one\nof its Subsidiaries other than a member of the Parent Group), all\nof   which   are   set   forth  on  Schedule  6.14(a)(i)   hereto\n(collectively, the \"Equipment Leases\"), to be terminated  and  to\nhave  all other obligations thereunder satisfied or waived on  or\nprior  to  the  Closing, and all such assets shall  be  owned  or\nacquired by the Companies free and clear of any Liens on or prior\nto the Closing (subject only to the filing of the requisite UCC-3\ntermination  statements).  All operating leases of the  Companies\n(other than the Equipment Leases) relating to assets used in  the\noperation  of Business are set forth on Schedule 6.14(a)(ii)  and\nshall remain in full force and effect.\n\n          (b) Seller and DynCorp shall cause all Indebtedness to be\nrepaid  (other  than  as  set  forth in  Schedule  6.14(b)),  all\nguarantees of Indebtedness executed by the Companies (other  than\nsuch  guarantees  executed solely in favor of one  of  the  other\nCompanies)  to  be  terminated and all  accounts  receivable  and\naccounts  payable of the Business, on the one hand, arising  from\ntransactions with the other businesses, operations, Affiliates of\nDynCorp  and  Seller, on the other hand, to be  written  off  and\nthereby  treated to that extent as repaid and discharged in  full\nand  the  remaining balance to be terminated, cancelled, released\nand\/or  forgiven, in their entirety, on or prior to  the  Closing\nDate  by  the  payment of a dividend to Seller of not  more  than\namounts  legally distributable.  Except as set forth in  Schedule\n6.14(b) hereto, Seller and DynCorp shall cause all Liens  on  any\nassets  used  by the Companies in the conduct of the Business  as\npresently  conducted or proposed to be conducted, to be  released\nand  discharged substantially contemporaneously with the  Closing\non terms and conditions reasonably satisfactory to ALPHA.\n\n          (c) DynCorp and ALPHA shall enter into a letter agreement\n(the   \"Corporate  Services  Letter  Agreement\")  regarding   the\nprovision of certain corporate services by DynCorp and Seller  to\nthe  Companies  after the Closing Date (including  the  lease  of\ncertain office space) in the form set forth in Exhibit E hereto.\n\n          (d) Seller and DynCorp shall cause (i) all accounts\nreceivables  of  the Companies sold pursuant to  the  Receivables\nProgram  as  of  the  Closing  Date  to  be  transferred  to  the\nCompanies,  without any cost or Liability to the  Companies,  and\n(ii)  all  obligations  of the Companies  under  the  Receivables\nProgram  to be unconditionally released and terminated  on  terms\nand conditions reasonably satisfactory to ALPHA.\n\n          (e) DynCorp and Seller shall cause any shares of capital\nstock  of  DynAir Euroservices (UK) Ltd. not held by a member  of\nthe  Parent  Group to be transferred to a member  of  the  Parent\nGroup,  without any cost or Liability to any member of the Parent\nGroup.\n\n          (f) DynCorp and Seller shall (i) transfer title to the\nproperty   held  by  DynAir  Services,  Inc.  (the   \"Wrightstown\nProperty\")  to a Person other than a member of the Parent  Group,\nin full compliance with ISRA and all rules and regulations of the\nNew Jersey Department of Environmental Protection, and DynCorp or\nthe  Seller shall perform all undertakings required in connection\ntherewith,   and  shall  submit  written  notification   to   the\nappropriate  Governmental Bodies of the State of  New  Jersey  as\nrequired by ISRA and shall designate DynCorp or Seller or one  of\nits  respective Subsidiaries (other than a member of  the  Parent\nGroup)  as  the \"Ordered Party\" as defined by ISRA and  (ii)  use\ntheir   respective  best  efforts  to  conduct   a   \"Phase   II\"\nenvironmental  audit of the property leased by the  Companies  in\nVincentown,   New   Jersey   (the   \"Vincentown   Property\")   as\ncontemplated by the Lease Agreement, dated as of May 1, 1995,  by\nand among DynAir Services Inc., as lessee, and Frank Giordano and\nFrances  Cappuccio, as lessors, at no cost and expense to  ALPHA,\nBuyer  or  any  member of the Parent Group,  in  a  manner  which\napportions  Liabilities  for failures  to  meet  or  satisfy  any\nEnvironmental or Safety Requirements between the lessors  of  the\nVincentown Property and the Companies.\n\n          (g) Seller and DynCorp, on the one hand, and ALPHA and\nBuyer,  on  the other hand, agree to cooperate in good  faith  in\nattempting  to locate aircraft fueling business opportunities  in\nMexico  through  DynAir Mexico and if successful,  to  execute  a\nmutually   satisfactory   operating   agreement   in   connection\ntherewith.\n\n          6.15 Seller Consents and Approvals.  Seller and DynCorp\nwill, and will cause their Subsidiaries to, promptly prepare  and\nfile  in  co-operation with Buyer and ALPHA  a  notification  and\nreport form under the HSR Act and all other notices, applications\nand  other instruments required in connection therewith, and will\nthereafter  use and cause its Subsidiaries to use its  and  their\nbest   efforts  to  obtain,  at  the  earliest  practical   date,\ntermination of the waiting period under the HSR Act with  respect\nto   the   transactions  contemplated  hereby   and   all   other\ngovernmental  or  regulatory  consent,  approvals  or  clearances\nrequired  in connection with the consummation of the transactions\ncontemplated   by  this  Agreement  (the  \"Seller  Consents   and\nApprovals\").  Seller and DynCorp will notify Buyer and  ALPHA  of\nall  requests, terms and conditions made or sought to be  imposed\non  Seller and DynCorp or any of their Subsidiaries (whether such\nrequests,  terms or conditions are made or to be fulfilled  prior\nto  or  subsequent  to  the receipt of the  Seller  Consents  and\nApprovals) in connection with obtaining such Seller Consents  and\nApprovals and will discuss with Buyer and ALPHA the acceptability\nof  such requests, terms and conditions, and will mutually  agree\non the nature of the response to be made by Seller and DynCorp or\nany  of  their  Subsidiaries with respect  thereto.   Seller  and\nDynCorp  will, and will cause their Subsidiaries to, comply  with\nall  such requests and terms and conditions made or sought to  be\nimposed  in  connection with obtaining the  Seller  Consents  and\nApprovals.\n\n          6.16  ALPHA Shareholder Approval.  ALPHA hereby agrees to\ninclude in the ALPHA Circular to be issued to its shareholders  a\nrecommendation  from  its  Directors to  vote  in  favor  of  the\nresolutions to approve the transactions contemplated hereby  and,\nto  the  extent  consistent  with the  fiduciary  duties  of  its\nDirectors,  ALPHA shall use all reasonable efforts to secure  the\npassing of such resolutions.\n\n          6.17 Insurance Matters.\n\n          (a)  ALPHA agrees that as of 11:59 p.m., New York time on\nthe Closing Date, DynCorp may cease providing insurance and self-\ninsurance coverage for the assets or Business of the Parent Group\nand may permit coverage under the Insurance Policies to cease for\nany occurrence after that time.\n\n          (b) Any premium adjustments made to the Insurance Policies in\nrespect of any periods up to and including the Closing Date shall\n(if  such  adjustments result in a net credit) belong to  DynCorp\nand  shall  (if such adjustments result in an additional  premium\npayable)  be borne and paid for by DynCorp, except to the  extent\nthat  such  adjustments  are reflected on  the  Closing   Balance\nSheet.\n\n          (c) DynCorp further agrees that it shall at its own cost\nand  expense  continue with the administration of  all  insurance\nclaims  arising  from  incidents which have occurred  before  the\nClosing Date in relation to the assets or Business of the  Parent\nGroup.   Insofar  as DynCorp shall have paid and  discharged  any\nLiabilities  incurred  or to be incurred by  any  member  of  the\nParent  Group in respect of any such incidents DynCorp, shall  be\nentitled  to  retain  for  its own benefit  all  and  any  monies\nreceived under the Insurance Policies in respect of such claims.\n\n          (d) DynCorp hereby agrees with Buyer, for the benefit of\nBuyer  and  each  of  the Companies, that it will  not  terminate\ncoverage  under the Insurance Policies in respect of claims  that\nmay  be made against any of the Companies which have their  cause\nor  origin  wholly or partly in the period prior to Closing,  and\nthat  it  will not at any time after the Closing take any  action\nwhich might cause or otherwise result in such coverage ceasing.\n\n          (e) Buyer hereby agrees that it shall, and shall cause\npersonnel  of  the  Companies, to  cooperate  in  good  faith  in\nconnection  with  DynCorp's  obligations  set  forth  in  Section\n6.17(c).\n\n7.               CONDITIONS  TO THE OBLIGATION  OF  BUYER.   The\nobligation  of  Buyer  to  consummate  the  transactions  to   be\nperformed  by  it in connection with the Closing  is  subject  to\nsatisfaction of the following conditions precedent:\n\n          7.1 Representations, Warranties and Covenants. Each\nrepresentation and warranty set forth in Section 3 or Section 5  above\nshall  be true and correct in all material respects at and as  of\nthe  Closing Date as though then made, or an event or  act  shall\noccur  which, had it occurred before the date of this  Agreement,\nwould have constituted a breach of any of such representations or\nwarranties,  and  Seller, DynCorp and the  Companies  shall  have\nperformed and observed in all material respects each covenant  or\nother obligation to be performed or observed by them pursuant  to\nthis Agreement and unrelated documents prior to the Closing.\n\n          7.2 Opinion of the Seller's Counsel.  Buyer shall have\nreceived  an  opinion of H. Montgomery Hougen, Esq.,  counsel  to\nSeller  and  DynCorp, dated as of the Closing Date, substantially\nin the form of Exhibit F hereto.\n\n          7.3 Consents (Regulatory).  All consents, authorizations,\norders  and approvals of (or filings or registrations  with)  any\nGovernmental  Body  (including, without limitation,  all  filings\nrequired  under  the  HSR Act) required in  connection  with  the\nexecution, delivery and performance of this Agreement shall  have\nbeen obtained or made, and the expiration or early termination of\nall applicable waiting periods (including any extensions thereof)\nunder  the  HSR  Act  and the regulations thereunder  shall  have\noccurred.   All consents required from third parties  (including,\nwithout limitation, those set forth in Schedule 5.9) in order for\nSeller  and  DynCorp to consummate the transactions  contemplated\nhereby  shall  have been obtained, except for such consents,  the\nfailure  of  which  to obtain could not have a  Material  Adverse\nEffect.\n\n          7.4 Corporate Services Letter Agreement.  DynCorp and\nSeller  shall  have  entered into the Corporate  Services  Letter\nAgreement,  which  shall be in full force and effect  as  of  the\nClosing.\n\n          7.5 Material Adverse Change.  No change which could\nreasonably  be expected to have a Material Adverse  Effect  shall\nhave occurred following the date hereof.\n\n          7.6 Proceedings.  No action, suit, or proceeding shall be\npending  or  threatened  before any court  or  quasi-judicial  or\nadministrative  agency of any federal, state,  local  or  foreign\njurisdiction  or  before  any arbitrator wherein  an  unfavorable\ninjunction,  judgment,  order, decree,  ruling,  stipulation,  or\ncharge  would (a) prevent consummation of any of the transactions\ncontemplated by this Agreement, (b) cause any of the transactions\ncontemplated   by  this  Agreement  to  be  rescinded   following\nconsummation, (c) affect adversely the right of the Buyer to  own\nthe  Stock  and to control the Companies, or (d) affect adversely\nthe  right of any Company to own any significant portion  of  its\nassets  and  to  operate its business (and  no  such  injunction,\njudgment,  order,  decree, ruling, stipulation or  charge  having\nsuch effect, shall then exist).\n\n          7.7 Resignations.  Buyer shall have received the\nresignations, effective as of the Closing, of each  director  and\nofficer  of  each Company who is not an employee of a Company  at\nthe Closing.\n\n          7.8 ALPHA Shareholder Approval.  The ordinary shareholders\nof  ALPHA  shall  have  resolved to  approve  the  execution  and\nperformance  of this Agreement and the transactions  contemplated\nhereby at a general meeting of ALPHA to be convened by the  ALPHA\nCircular.\n\n          7.9 Underwriting Agreement.  The Underwriting and Placing\nAgreement  dated  as  of the date hereof between  ALPHA  and  UBS\nLimited  shall  have  become unconditional  in  all  respects  in\naccordance  with  its  terms and shall not have  lapsed  or  been\nterminated for any reason prior to such time.\n\n          7.10 Bank Agreement.  The conditions to drawdown under the\nCredit  Facility  Agreement dated as of the date  hereof  by  and\namong ALPHA, certain Subsidiaries of ALPHA, Midland Bank, plc, as\narranger and certain other parties thereto shall have been met to\nthe satisfaction of the Agent (as therein defined).\n\n          7.11 Actions of Seller.  All actions to be taken by Seller\nand  DynCorp  in connection with consummation of the transactions\ncontemplated  hereby and all certificates, opinions, instruments,\nand   other   documents  required  to  effect  the   transactions\ncontemplated hereby will be reasonably satisfactory in  form  and\nsubstance to Buyer.\n\n          7.12 Repayment of Indebtedness.  Seller shall deliver\nevidence  reasonably satisfactory to Buyer that all  Indebtedness\n(including  any  obligation  described  in  Sections  6.14(a)  or\n6.14(b))  owed by any member of the Parent Group has been  repaid\nand satisfied or otherwise released, extinguished or forgiven  in\nfull in accordance with Section 6.14(b) prior to the Closing.\n\n          7.13 Release of Liens and Guarantees.  Seller shall deliver\nevidence  reasonably satisfactory to Buyer that all  Liens  shall\nhave been released and all guarantees of Indebtedness executed by\nany  member  of  the Parent Group terminated,  in  each  case  in\naccordance with Section 6.14(b).\n\n          7.14 Equipment Leases.  Seller shall deliver evidence\nreasonably   satisfactory  to  Buyer  that  the  Heller   Funding\nArrangements  and  all  other Equipment Leases  shall  have  been\nterminated  and  the  assets comprised therein  acquired  or  re-\nacquired  by  the  Parent  Group all in accordance  with  Section\n6.14(a).\n\n          7.15 DynAir Russia.  Seller shall deliver evidence\nreasonably  satisfactory to Buyer that all  actions  required  by\nSections 6.10(b) and 6.10(c) have been completed.\n\n          7.16 Receivables Program.  Seller shall deliver evidence\nreasonably satisfactory to Buyer that the actions referred to  in\nSection 6.14(d) have been completed.\n\n          7.17 Pre-Closing Reorganizations.  Seller shall deliver\nevidence  reasonably  satisfactory  to  Buyer  that  the  actions\nrequired by Section 6.14(e) have been completed.\n\n          7.18 Escrow Agreement.  The Escrow Agreement shall remain in\nfull force and effect.\n\n          7.19 Material Consents (Contracts and Permits). Seller\nshall deliver evidence reasonably satisfactory to Buyer that  all\nsuch  consents, approvals, confirmations and agreements have been\nobtained  and have not been revoked or withdrawn or  in  any  way\nmodified prior to Closing as to ensure that the Parent Group will\nbe  able  to  provide  the  necessary services  and  perform  its\nobligations under and secure the benefit of each of the Contracts\nand  Permits  listed in Schedule 7.19 on no less favorably  terms\n(including,  without limitation, as to duration and  price)  than\npertain immediately prior to the date of this Agreement.\n\n          7.20 DynCorp Class C Approval.  The DynCorp Class C Approval\nshall remain in full force and effect.\n\n          7.21 Waiver.  Buyer may waive any condition specified in\nthis Section 7 if it executes a writing so stating at or prior to\nthe  Closing; provided, that neither Buyer, ALPHA nor  (following\nClosing) the Parent Group is as a result of such waiver or  as  a\nresult  of  Closing rendered in breach of any applicable  law  or\nregulation in any applicable state or jurisdiction.\n\n8.              CONDITIONS TO OBLIGATIONS OF SELLER AND DYNCORP.\nThe   obligation   of  Seller  and  DynCorp  to  consummate   the\ntransactions to be performed by it in connection with the Closing\nis subject to satisfaction of the following conditions precedent:\n\n          8.1  Representations and Warranties.  The representations\nand warranties of Buyer set forth in this Agreement shall be true\nand  correct  in all material respects at and as of  the  Closing\nDate.\n\n          8.2  Opinion of the Buyer's Counsel.  The Company shall have\nreceived an opinion of Paisner &amp; Co., U.K. counsel to the  Buyer,\ndated  the  Closing Date, substantially in the form of Exhibit  G\nhereto.\n\n          8.3  HSR.  All filings required by the HSR Act in connection\nwith  the transactions contemplated hereby shall have been  made,\nand the expiration or early termination of all applicable waiting\nperiods  (including any extensions thereof)  under  the  HSR  Act\nshall have occurred.\n\n          8.4 Waiver.  Seller may waive any condition specified in\nthis Section 8 if it executes a writing so stating at or prior to\nthe Closing.\n\n\n9.              INDEMNIFICATION.\n\n          9.1  Survival of Representations and Warranties. All of the\nrepresentations and warranties of the parties hereto contained in\nthis  Agreement  shall survive the Closing and continue  in  full\nforce  and  effect  for  20  months thereafter  (subject  to  any\napplicable  statutes  of  limitations); provided,  that  (i)  the\nrepresentations and warranties made in Section 5.25 shall survive\nfor  a  period of four (4) years following the Closing, (ii)  the\nrepresentations and warranties made in Section 5.14 shall survive\nuntil  six  months  following the expiration  of  the  applicable\nstatute  of  limitations,  and  (iii)  the  representations   and\nwarranties  made  in Section 3.2 and Sections 3.5,  5.3  and  5.4\nshall  survive forever; provided further, that in the event  that\nany  party  hereto makes a claim for a breach of a representation\nor  warranty  under  this Section 9 prior to the  last  day  such\nrepresentation  or warranty would otherwise survive  pursuant  to\nthis  Section 9.1, such representation and warranty shall survive\nuntil final disposition of such claim.\n\n          9.2 Obligations of Seller and DynCorp to Indemnify Buyer.\n\n           (a) Subject to the terms of Sections 9.1 and 9.5, Seller\nand  DynCorp  hereby agree to indemnify, jointly  and  severally,\nBuyer, and following the Closing, each member of the Parent Group\nand  their Affiliates, employees, directors, officers, agents and\nrepresentatives (other than any such officer or employee  of  the\nCompanies  (1)  who  was an officer or employee  of  one  of  the\nCompanies  prior to the Closing Date and (2) who  contributed  to\nthe   facts  or  circumstances  which  are  the  subject  of  the\nrepresentation and warranty that has been breached in  bad  faith\nor   by  a  negligent  or  wrongful  act)  (collectively,  \"Buyer\nIndemnitees\"),  from  and  against the entirety  of  any  Adverse\nConsequences any Buyer Indemnitees may suffer through  and  after\nthe date of the claim for indemnification resulting from, arising\nout of, relating to, or caused by the breach by Seller or DynCorp\nof  (or in the event any third party alleges facts that, if true,\nwould  mean  that Seller, DynCorp or their respective Affiliates,\nemployees,  directors, officers, agents and representatives  have\nbreached) (i) any of the representations or warranties of  Seller\nor  DynCorp contained herein (including, without limitation,  the\nrepresentations  and warranties contained  in  Section  3  and  5\nhereof)  and  (ii)  any  of the covenants of  Seller  or  DynCorp\ncontained herein.  All amounts payable hereunder shall be made in\nfull  without  deduction  or withholding whatsoever  (whether  in\nrespect  of  set-off,  counterclaim, duties,  Taxes,  charges  or\notherwise  unless such deduction or withholding  is  required  by\nlaw), except that (A) all such amounts payable hereunder shall be\nreduced  by an amount equal to the net reduction in any  year  in\nthe  Taxes payable for such year by any Buyer Indemnitee, or  any\nmember of a consolidated group of which such Buyer Indemnitee  is\na  part, which reduction is actually realized in such year solely\nas  a result of the payment of such amounts and (B) if such Buyer\nIndemnitee  (or  related consolidated group) is  liable  for  any\nadditional  Taxes  as  a  result  of  a  payment  of  any  amount\nhereunder, Seller or DynCorp shall pay such Buyer Indemnitee  (x)\nan additional amount equal to the amount of such additional Taxes\nplus  (y) any additional amounts required to pay additional Taxes\nimposed with respect to the amounts payable under clause (x)  and\nthis clause (y), such that such Buyer Indemnitee receives, net of\nthe  payment of such additional Taxes, the amount it  would  have\nreceived had such Taxes not been payable.\n\n          (b)Irrespective of any disclosure by DynCorp and Seller\nhereunder or in the Schedules hereto, or any knowledge  of  ALPHA\nor Buyer (or any officer or employee thereof), and subject to the\nterms of Sections 9.1 and 9.5, Seller and DynCorp hereby agree to\nindemnify,  jointly  and severally, Buyer  Indemnities  from  and\nagainst  the  entirety  of  any Adverse  Consequences  any  Buyer\nIndemnitees may suffer through or after the date of the claim for\nindemnification resulting from, arising out of, relating  to,  or\ncaused  by  (i)  the  termination  of  the  Equipment  Leases  in\naccordance  with Section 6.14(f), (ii) the operations  of  DynAir\nRussia, including Liabilities of the Russian Partnership  or  the\npartners thereof, to the extent that the same have their cause or\norigin wholly or partly in the period prior to the Closing  Date,\nand  any Liabilities resulting from, relating to, or arising  out\nof  the  implementation of the actions referred  to  in  Sections\n6.10(b)  or 6.10(c), (iii) the Receivables Program or termination\nthereof  with  respect to the Companies as described  in  Section\n6.14(d), (iv) any agreement under which any Parent Group acquired\nthe  shares  of  any  other company or any business  and  related\nassets  and  liabilities, including (but without limitation)  any\ndeferred  consideration of any kind required to be  paid  at  any\ntime  in respect of any such acquisition, (v) any agreement under\nwhich  any  member of the Parent Group disposed of the shares  of\nany  other  company  or  any  business  and  related  assets  and\nliabilities,  including, but without limitation, any  liabilities\nin  respect  of  warranties or indemnities  given  in  connection\ntherewith, (vi) any agreement or arrangement no longer  in  force\nto  which  any  member  of  the  Parent  Group  was  an  original\ncontracting party and under which any member of the Parent  Group\nhas any residual Liability, (vii) any Liability of DynCorp or any\nof  its  Subsidiaries or Affiliates (other than a member  of  the\nParent  Group), (viii) the implementation of the actions required\nby  Section  6.14(f)(i), or the environmental conditions  of  the\nWrightstown  Property, the Vincentown Property, the JFK  Property\nor  the  Specified Properties to the extent that  the  same  have\ntheir cause or origin wholly or partly in the period prior to the\nClosing,  (ix)  all worker's compensation, general  and  aviation\nLiabilities  of the Companies of the type or nature included,  or\nwhich  would  have been included, under DynCorp's or  the  Seller\nGroup's insurance programs in effect prior to Closing (including,\nwithout limitation, amounts which would be borne by the Companies\nunder  the  deductible  or  self-insured  portion  of  any   such\nLiabilities) arising out of, or based upon, occurrences prior  to\nthe Closing, (x) any Liabilities resulting from, payable to or in\nrespect  of  any employee benefit plans of DynCorp or Seller  not\nassumed  by  Buyer  pursuant to the terms hereof,  and  (xi)  the\nParent Contribution and the actions set forth in Section 6.14(e).\nAll  amounts payable hereunder shall be payable in US Dollars and\nshall be made in full without deduction or withholding whatsoever\n(whether  in  respect  of set-off, counterclaim,  duties,  taxes,\ncharges  or  otherwise unless such deduction  or  withholding  is\nrequired  by  law),  except that (A) all such  amounts  shall  be\nreduced  by an amount equal to the net reduction in any  year  in\nthe  Taxes payable for such year by any Buyer Indemnitee, or  any\nmember of a consolidated group of which such Buyer Indemnitee  is\na  part, which reduction is actually realized in such year solely\nas  a result of the payment of such amounts and (B) if such Buyer\nIndemnitee  (or  related consolidated group) is  liable  for  any\nadditional  Taxes  as  a  result  of  a  payment  of  any  amount\nhereunder, Seller or DynCorp shall pay such Buyer Indemnitee  (x)\nan additional amount equal to the amount of such additional Taxes\nplus  (y) any additional amounts required to pay additional Taxes\nimposed with respect to the amounts payable under clause (x)  and\nthis clause (y), such that such Buyer Indemnitee receives, net of\nthe  payment of such additional Taxes, the amount it  would  have\nreceived had such Taxes not been payable.\n\n          (c) Irrespective of any disclosure by DynCorp and Seller\nhereunder or in the Schedules hereto, or any knowledge  of  ALPHA\nor  Buyer  (or any officer or employee thereof), and  subject  to\nSections  9.1  and  9.5,  DynCorp and  Seller  will  jointly  and\nseverally  indemnify Buyer and each member of the  Parent  Group,\nand  each of their respective Affiliates, successors and assigns,\nin  respect  of, and save and hold harmless against any  and  all\nLiability for (i) Taxes assessed against (x) each member  of  the\nParent  Group  with  respect  to  any  Pre-Closing  Periods   and\n(y) DynAir Russia, and (ii) Taxes assessed against each member of\nthe Parent Group with respect to any Overlap Period to the extent\nsuch  Taxes  relate to the portion of such period ending  on  the\nClosing  Date,  (iii) Taxes assessed against  any  of  them  with\nrespect  to activities or operations of the Business on or  prior\nto the Closing Date and (iv) the Taxes of any other Person (other\nthan  a member of the Parent Group), whether under Treas. Reg.  section\n1.1502-6  (or  any similar provision of state, local  or  foreign\nlaw),  as  a  partner, shareholder, transferee or  successor,  by\ncontract  or otherwise.  All amounts payable hereunder  shall  be\npayable in US Dollars and shall be made in full without deduction\nor   withholding  whatsoever  (whether  in  respect  of  set-off,\ncounterclaim,  duties,  taxes, charges or otherwise  unless  such\ndeduction or withholding is required by law), except that (A) all\nsuch  amounts  payable hereunder shall be reduced  by  an  amount\nequal  to the net reduction in any year in the Taxes payable  for\nsuch   year  by  any  Buyer  Indemnitee,  or  any  member  of   a\nconsolidated  group  of which such Buyer Indemnitee  is  a  part,\nwhich  reduction is actually realized in such year  solely  as  a\nresult  of  the  payment of such amounts and (B)  if  such  Buyer\nIndemnitee  (or  related consolidated group) is  liable  for  any\nadditional  Taxes  as  a  result  of  a  payment  of  any  amount\nhereunder,  Seller  or  DynCorp shall pay such  Buyer  Indemnitee\n(x)  an  additional amount equal to the amount of such additional\nTaxes  plus (y) any additional amounts required to pay additional\nTaxes  imposed with respect to the amounts payable  under  clause\n(x) and this clause (y), such that such Buyer Indemnitee receives\nnet  of the payment of such additional Taxes, the amount it would\nhave received had such Taxes not been payable.\n\n          9.3 Obligation of ALPHA and Buyer to Indemnify Seller and\nDynCorp.    ALPHA  and  Buyer hereby agree to  indemnify  Seller,\nDynCorp  and  their respective Affiliates, employees,  directors,\nofficers,  agents  and  representatives  (collectively,   \"Seller\nIndemnitees\")  from  and  against the  entirety  of  any  Adverse\nConsequences any Seller Indemnitees may suffer through and  after\nthe date of the claim for indemnification resulting from, arising\nout  of,  relating to, or caused by the breach by ALPHA or  Buyer\n(or  in  the event any third party alleges facts that,  if  true,\nwould   mean   ALPHA   or  Buyer  has  breached)   any   of   its\nrepresentations,  warranties, and covenants  of  ALPHA  or  Buyer\ncontained herein.  All amounts payable hereunder shall be made in\nfull  without  deduction  or withholding whatsoever  (whether  in\nrespect  of  set-off, counterclaim, duties,  Taxes,  charges,  or\notherwise  unless such deduction or withholding  is  required  by\nlaw), except that (A) all such amounts payable hereunder shall be\nreduced  by an amount equal to the net reduction in any  year  in\nthe  Taxes payable for such year by any Seller Indemnitee, or any\nmember  of a consolidated group of which Seller Indemnitee  is  a\npart, which reduction is actually realized in such year solely as\na  result  of the payment of such amounts and (B) if such  Seller\nIndemnitee  (or  related consolidated group) is  liable  for  any\nadditional  Taxes  as  a  result  of  a  payment  of  any  amount\nhereunder, Buyer or ALPHA shall pay such Seller Indemnitee (x) an\namount equal to the amount of such additional Taxes plus (y)  any\nadditional amounts required to pay additional Taxes imposed  with\nrespect  to the amounts payable under clause (x) and this  clause\n(y),   such  that  such Seller Indemnitee receives,  net  of  the\npayment  of  such  additional Taxes, the  amount  it  would  have\nreceived had such Taxes not been payable.\n\n          9.4 Matters Involving Third Parties.\n\n          (a) If any third party (including any Governmental Body)\nshall  notify  any  party hereto (the \"Indemnified  Party\")  with\nrespect to any matter (a \"Third Party Claim\") which may give rise\nto  a  claim  for indemnification against any other party  hereto\n(the  \"Indemnifying  Party\")  under  this  Section  9,  then  the\nIndemnified  Party shall promptly notify each Indemnifying  Party\nthereof  in writing; provided, that no delay on the part  of  the\nIndemnified  Party  in  notifying any  Indemnifying  Party  shall\nrelieve  the  Indemnifying  Party from any  obligation  hereunder\nunless  (and  then  solely to the extent) the Indemnifying  Party\nthereby is prejudiced.\n\n          (b) Any Indemnifying Party will have the right to defend\nthe  Indemnified Party against, and undertake resolution of,  the\nThird   Party  Claim  with  counsel  of  its  choice   reasonably\nsatisfactory  to  the  Indemnified  Party  so  long  as  (i)  the\nIndemnifying  Party  notifies the Indemnified  Party  in  writing\nwithin  15  days after the Indemnified Party has given notice  of\nthe  Third Party Claim (provided that the Indemnifying Party will\nindemnify the Indemnified Party from and against the entirety  of\nany   Adverse  Consequences  the  Indemnified  Party  may  suffer\nresulting  from, arising out of, relating to or  caused  by,  and\nwould  not  have  resulted  but  for,  the  Indemnifying  Party's\nexercise of its rights under this Section 9.4(b)), (ii) the Third\nParty  Claim  involves only money damages and does  not  seek  an\ninjunction   or  other  equitable  relief  (provided   that   the\nIndemnifying Party may participate, at its own cost and  expense,\nin  any  Third Party Claim which involves injunctive or equitable\nrelief), and (iii) the Indemnifying Party conducts the defense of\nthe Third Party Claim actively and diligently.\n\n          (c) So long as the Indemnifying Party is conducting the\ndefense   of   the   Third  Party  Claim   in   accordance   with\nSection  9.4(b)  above,  (i)  the Indemnified  Party  may  retain\nseparate  co-counsel at its sole cost and expense and participate\nin  the  defense  of the Third Party Claim, (ii) the  Indemnified\nParty will not consent to the entry of any judgment or enter into\nany  settlement with respect to the Third Party Claim without the\nprior written consent of the Indemnifying Party (provided that if\nsuch  consent is not given and there was no reasonable basis  for\nnot  giving  such consent, and such Third Party Claim  ultimately\nresults  in a monetary judgment or settlement greater  than  such\nproposed  judgment  or  settlement, the  party  withholding  such\nconsent  shall be responsible for (x) any amount of such ultimate\njudgment  or  settlement in excess of the amount of  judgment  or\nsettlement  so  proposed and (y) for all reasonable out-of-pocket\nexpenses of defense or settlement incurred subsequent to the time\nthat  such  consent  was withheld), (iii) the Indemnifying  Party\nwill  not consent to the entry of any judgment or enter into  any\nsettlement  with  respect to the Third Party  Claim  without  the\nprior written consent of the Indemnified Party (provided that  if\nsuch  consent is not given and there was no reasonable basis  for\nnot  giving  such consent, and such Third Party Claim  ultimately\nresults  in a monetary judgment or settlement greater  than  such\nproposed  judgment  or  settlement, the  party  withholding  such\nconsent  shall be responsible for (x) any amount of such ultimate\njudgment  or  settlement in excess of the amount of  judgment  or\nsettlement  so  proposed and (y) for all reasonable out-of-pocket\nexpenses of defense or settlement incurred subsequent to the time\nthat  such  consent was withheld) and (iv) the Indemnified  Party\nshall cooperate in good faith to assist the Indemnifying Party in\nits  defense or settlement of such Third Party Claim,  and  shall\nuse reasonable best efforts to mitigate the monetary damages with\nrespect thereto; provided, that nothing in this clause (iv) shall\nbe  deemed  to obligate the Indemnified Party to take any  action\nwhich  could,  in its reasonable judgment, adversely  affect  the\ncontinuing business interests of the Indemnified Party.\n\n          (d) In the event any of the conditions in Section 9.4(b)\nabove  is  or  becomes  unsatisfied,  and  with  respect  to  the\ncondition set forth in Section 9.4(b)(iii) only, continues to  be\nunsatisfied  for  a  period  of 15  days  after  receipt  by  the\nIndemnifying  Party  of written notice of  such  event,  (i)  the\nIndemnified  Party may, after consultation with the  Indemnifying\nParty,  defend against, and consent to the entry of any  judgment\nor  enter  into any settlement with respect to, the  Third  Party\nClaim in any manner it may deem reasonably appropriate, (ii)  the\nIndemnifying   Parties  will  reimburse  the  Indemnified   Party\npromptly and periodically for the costs of defending against  the\nThird  Party  Claim  (including reasonable  attorneys'  fees  and\nexpenses),  and  (iii)  the  Indemnifying  Parties  will   remain\nresponsible  for  any Adverse Consequences the Indemnified  Party\nmay  suffer resulting from, arising out of, relating to,  in  the\nnature  of,  or  caused by the Third Party Claim to  the  fullest\nextent provided in this Section 9.\n\n          9.5 Limitations on Indemnification.\n\n          (a) Neither Seller nor DynCorp shall be required to\nindemnify a Buyer Indemnitee pursuant to Section 9.2(a)(i) in the\nevent  and  to  the extent that DynCorp and Seller can  establish\nthat  any  officer  or  senior manager of ALPHA  had  actual  and\nspecific  knowledge of such misrepresentation or  breach  on  the\ndate hereof.\n\n          (b) Neither DynCorp nor Seller shall be required to pay\nany indemnification otherwise due to any Person under Section 9.2\nunless  the  aggregate of all amounts for which  indemnity  would\notherwise  be payable by DynCorp or Seller exceeds $300,000  (the\n\"Threshold\"), and in such event, DynCorp and Seller be liable for\nthe Threshold and any such amounts in excess of the Threshold.\n\n          (c) The total indemnification to be paid by DynCorp and\nSeller  under  Sections 9.2(a)(i) and 9.2(b)(iv), (v),  (vi)  and\n(viii),  shall  not  exceed  an aggregate  of  $20,000,000.   Any\namounts  payable  by DynCorp or Seller under the  provisions  set\nforth   in   this  Section  9.5(c)  shall  be  applied   to   the\nindemnification limitations set forth in Section 9.5(d).\n\n          (d) Other than expressly set forth in Section 9.5(c), the\ntotal  indemnification  to be paid by DynCorp  and  Seller  under\nSections  9.2(a), 9.2(b) (other than with respect to  indemnities\ncontained  in the subclauses referred to in Section  9.5(c))  and\n9.2(c) shall not exceed in the aggregate the Purchase Price.  Any\nindemnification  amounts payable by DynCorp or Seller  under  the\nprovisions set forth in this Section 9.5(d) shall not be  applied\nto the indemnification limitations set forth in Section 9.5(c).\n\n          (e) Neither DynCorp nor Seller shall be required in respect\nof  any  Liability to pay any indemnification otherwise  due  any\nPerson  under  Section 9.2 if, and only to the  extent  that,  an\namount in respect of such Liability has been provided for in  the\nClosing Balance Sheet.\n\n          9.6 Other Indemnification Provisions.  The foregoing\nindemnification  provisions are in addition to, and not in  derogation\nof,  any  statutory, equitable, or common law  remedy  any  party\nhereto may have for any claim or cause of action based on fraud.\n\n\n10.                 NON-COMPETITION; NON-SOLICITATION.\n\n          10.1  Covenant Not to Compete.  DynCorp and Seller undertake\nthat  they  shall  not,  and  shall  procure  that  none  of  its\nAffiliates (including but without limitation Seller) will, for  a\nperiod of five (5) years after the date of this Agreement (except\nin  the  case  of  Section 10.1(b) and (c) where the  undertaking\nshall  be  without limit of time) either alone or  jointly  with,\nthrough  or  as  manager, adviser, consultant or  agent  for  any\nPerson, directly or indirectly:\n\n          (a) carry on, or be engaged, concerned or interested in the\nBusiness  or any business which competes, directly or indirectly,\nwith the Business of any member of the Parent Group as carried on\nat  the  date of this Agreement and at Closing within the  United\nKingdom,  Europe, the Pacific Basin or any geographical  area  in\nwhich  the  Business  or such business was  carried  on,  or  was\nplanned  to  be  carried  on, as of such  dates;  provided,  that\nnothing  herein  shall preclude DynCorp, Seller  or  any  of  its\nAffiliates and Subsidiaries from conducting any such business  in\nMexico  in  accordance  with DynCorp's  obligations  pursuant  to\nSection 6.14(g).\n\n          (b) use in connection with any business, or procure the use\nof, any trade or business name or distinctive mark, style or logo\nowned  by  any member of the Parent Group or used by  it  in  the\nBusiness at the date of this Agreement or at the Closing;\n\n          (c) solicit or endeavor to entice away, offer employment to\nor  contract for the services of, any person who was an  employee\nof  any  member of the Parent Group or employed in  the  Business\nengaged  in skilled or managerial work at any time in the  period\nof two (2) years immediately prior to the Closing Date.\n\n     It is intended that each of the foregoing provisions of this\nSection   10.1   shall  constitute  an  entirely   separate   and\nindependent restriction.\n\n          10.2 DynAir Names.  DynCorp and Seller agree that, following\nthe  Closing,  (a)  they  and their respective  Subsidiaries  and\nAffiliates, other than members of the Parent Group, shall have no\nright to, and will cease to use, the \"DynAir\" name, including any\nwords or letters confusingly similar to such names (collectively,\nthe  \"DynAir Names\"), and that all of their respective rights  to\nuse  the  DynAir Names and the goodwill represented  thereby  and\npertaining thereto will be terminated at the Closing, (b) if  any\nassets owned by them or any of their respective Subsidiaries  and\nAffiliates  and not owned by Buyer or the Parent Group  following\nthe  Closing,  including,  without  limitation,  any  promotional\nmaterials  or printed forms, bear the DynAir Names,  DynCorp  and\nSeller  shall, prior to the use of such assets, delete  or  cover\nthe  DynAir Names and clearly indicate thereon that the  Business\nis  no  longer  affiliated with DynCorp, Seller or any  of  their\nrespective  Subsidiaries and (c) they shall cause  DynAir  Russia\nand  any  other of their respective Subsidiaries and  Affiliates,\nthe corporate or tradenames of which include the DynAir Names, to\nchange  their  respective names so as not to include  the  DynAir\nNames on or immediately following the Closing (except that DynAir\nRussia's  name  need only be changed within six months  following\nClosing);  provided,  that  no such  change  to  DynAir  Mexico's\ncorporate name will be required to be made hereunder so  long  as\nDynCorp  and  Seller  are  in compliance  with  Section  6.14(g).\nDynCorp and Seller agree that they will enforce in good faith all\nremedies available at law or equity for any breach of any of  the\nprovisions  of Section 5.5 of the Stock Purchase Agreement  dated\nas  of  June  30,  1995  by and among DynCorp,  DynCorp  Aviation\nServices, Inc. and Sabreliner Corporation.\n\n          10.3 Enforceability.\n\n          (a) DynCorp, Seller, Buyer and ALPHA hereby agree that\nwhilst  the  restrictions set out in Section 10.1 are  considered\nfair  and reasonable, if a court of competent jurisdiction  shall\nhold  that  any  of the restrictions stated herein  are  void  or\nunenforceable as going beyond what is fair and reasonable in  all\nthe  circumstances  and if by deleting part  of  the  wording  or\nsubstituting  a shorter period of time or different  geographical\nlimit  or  a more restricted range of activities for any  of  the\nperiods of time, geographical limits or ranges of activities  set\nout  in  Section 10.1 it would not be void, then there  shall  be\nsubstituted such next less extensive period or limit or  activity\nor  such  deletions  shall be made as shall render  Section  10.1\nvalid and enforceable.\n\n         (b) In the event that DynCorp sells all or more than 50% of\nthe  assets of DynCorp or any of its Subsidiaries to any  Person,\nor  any  Person acquires or otherwise obtains, by way of  merger,\nstock  purchase, recapitalization or otherwise, more than 50%  of\nthe common stock of DynCorp (calculated on a fully diluted basis)\nor  its  Subsidiaries, prior to the termination of its obligation\nunder  this Section 10, DynCorp shall cause such Person to  enter\ninto a binding agreement in favor and on terms enforceable by the\nCompanies  in  which such Person shall agree to be bound  by  the\nterms  of this Section 10 in relation to the company or companies\nacquired by it until the expiration of the obligations of DynCorp\nand Seller as set forth this Section 10.\n\n         10.4  No Solicitation.  Neither DynCorp nor any of its\nSubsidiaries  shall,  nor  will DynCorp  permit  its  affiliates,\nofficer,  directors, employees, representatives  and  agents  to,\ndirectly  or  indirectly,  solicit, initiate  or  participate  in\ndiscussions  or  negotiations with, or  provide  any  information\n(including a copy or terms of this Agreement) to, any  Person  or\ngroup   of   Persons   (other  than  ALPHA   or   an   Affiliate,\nrepresentative or agent of ALPHA) concerning, or enter  into  any\nagreement  providing for (other than in the  ordinary  course  of\nbusiness), the merger, sale of material assets, sales  of  shares\nof  capital stock or similar transactions involving the Companies\nor   any   of   them,  or  DynAir  Russia  (except  as  otherwise\ncontemplated  hereby) (a \"Company Sale\"); provided, that  DynCorp\nmay furnish or cause to be furnished information to such Persons,\nmay  participate  in such discussions or negotiations  with  such\nPersons  in response to an unsolicited communication or take  any\nother  action  as  directed  by  DynCorp's  outside  counsel   if\nDynCorp's outside counsel issues a written opinion that the terms\nof the related proposal are such that the failure to provide such\ninformation,  participate in such discussions or negotiations  or\ntake  such  other action could reasonably involve the members  of\nDynCorp's  Board  of  Directors in a breach  of  their  fiduciary\nduties   (a   \"Specified  Offer\").   DynCorp   will   immediately\ncommunicate  to ALPHA the terms of any proposal received  or  the\nfact that DynCorp has received an inquiry with respect to, or has\nparticipated  in discussions or negotiations or  taken  any  such\nother action in respect of, any such transaction with any Person,\nand  DynCorp shall keep ALPHA fully informed, on a prompt  basis,\nof  all  communications  between  DynCorp  and  such  Persons  in\nconnection therewith.\n\n\n11.                  GUARANTEE OF ALPHA.  In consideration of the\nmutual  covenants  contained herein ALPHA  hereby  guarantees  in\nfavor of Seller and DynCorp the prompt and timely performance  of\neach  of  the  obligations made and assumed by Buyer  under  this\nAgreement and ALPHA shall on demand by Seller or DynCorp  perform\nand  discharge in a timely fashion any obligation of Buyer  under\nthis  Agreement if Buyer fails to perform and discharge the  same\non its due date.\n\n\n12.                 TERMINATION OF AGREEMENT.\n\n          12.1 Termination.  The parties hereto may terminate this\nAgreement as provided below:\n\n          (a)  The parties hereto may terminate this Agreement by\nmutual written consent at any time prior to the Closing;\n\n          (b)  Buyer may terminate this Agreement by giving written\nnotice to Seller and DynCorp at any time prior to the Closing  in\nthe  event  (i)  Seller  or  DynCorp has  breached  any  material\nrepresentation, warranty, or covenant contained in this Agreement\nin  any  material  respect, or it appears that any  of  the  said\nrepresentations  or  warranties are or have  been  inaccurate  or\nmisleading in a material respect or (ii) any act or event  occurs\nwhich,  had  it occurred before the date of this Agreement  would\nhave  constituted a breach of any of the said representations  or\nwarranties;  provided, that in determining the materiality  of  a\nmisrepresentation  or  breach  of  any  such  representation   or\nwarranty,  Buyer shall consider whether the matter misrepresented\nor  breached  is solely of a financial nature without  any  other\nmaterial consequence for the Parent Group, Buyer or ALPHA, and if\nso,   whether   a  payment  by  DynCorp  by  way   of   financial\nindemnification  of not more than 10% of the  Purchase  Price  is\nsufficient  to  remedy such misrepresentation or  breach  in  its\nentirety;\n\n          (c) Buyer may terminate this Agreement by giving written\nnotice to Seller and DynCorp at any time prior to the Closing  if\nthe  Closing  shall not have occurred on or before September  15,\n1995  by  reason of the failure of any condition precedent  under\nSection 7 hereof (unless the failure results primarily from Buyer\nitself   breaching  any  representation,  warranty,  or  covenant\ncontained in this Agreement);\n\n          (d) Seller may terminate this Agreement by giving written\nnotice  to  Buyer at any time prior to the Closing in  the  event\nBuyer  has  breached  any material representation,  warranty,  or\ncovenant contained in this Agreement in any material respect;\n\n          (e) Seller may terminate this Agreement by giving written\nnotice to Buyer at any time prior to Closing if the Closing shall\nnot  have occurred on or before September 15, 1995, by reason  of\nthe  failure  of any condition precedent under Section  8  hereof\n(unless  the failure results primarily from the Seller  breaching\nany  representation,  warranty, or  covenant  contained  in  this\nAgreement);\n\n          (f) Notwithstanding anything contained herein to the\ncontrary, this Agreement shall automatically terminate if,  prior\nto  the purchase of Stock at the Closing (i) a Person or group of\nPersons  shall have made a binding offer to complete a  Specified\nOffer,  (ii)  ALPHA does not make, within five  days  of  ALPHA's\nreceiving notice of such third-party offer (which notice shall be\nmade  immediately),  an  offer which the Board  of  Directors  of\nDynCorp believes, in good faith after consultation with DynCorp's\noutside legal and financial advisors, is at least as favorable to\nDynCorp's   stockholders   as   such   third-party   offer    and\n(iii)  DynCorp  or  Seller accepts such binding offer;  provided,\nthat if the Closing has not occurred on or prior to September 15,\n1995  and  a  Specified Offer has been made which  has  not  been\nrejected  by DynCorp and Seller in writing as of such date,  this\nAgreement shall automatically terminate on September 15, 1995;\n\n          (g) ALPHA or DynCorp may terminate this Agreement if any\ncourt  of  competent jurisdiction in the United States  or  other\nUnited  States  governmental body shall  have  issued  an  order,\ndecree or ruling or taken any other action restraining, enjoining\nor  otherwise prohibiting the transactions described  herein  and\nsuch  order,  decree, ruling or other action  shall  have  become\nfinal and non-appealable.\n\n          12.2  Effect of Termination.\n\n          (a)  If any party terminates this Agreement pursuant to\nSection  12.1 above, Escrow Agent shall be instructed  to  return\nthe Deposit to ALPHA unless:\n\n               (i)  Seller terminates this Agreement pursuant to Section\n12.1(d); or\n\n               (ii) Buyer terminates this Agreement pursuant to Section\n12.1(c) solely as a result of the failure of one or more  of  the\nconditions precedent set forth in Sections 7.8, 7.9 and 7.10;\n\n          (b) If any party terminates this Agreement, DynCorp shall\npay  ALPHA  $5,000,000 (in addition to the return of the  Deposit\npursuant to Section 12.2(a) above) in the event that:\n\n               (i) Buyer terminates this Agreement pursuant  to\nSection 12.1(b)(i); or\n\n               (ii) Buyer terminates this Agreement pursuant  to\nSection 12.1(c) solely as a result of the failure of one or  more\nof  the  conditions precedent set forth in Sections  7.12,  7.14,\n7.15, 7.16, 7.17 and 7.20.\n\n          (c) If this Agreement is terminated in accordance with\nSection 12.1(f) above (including, without limitation, the proviso\nset  forth  therein),  DynCorp shall  pay  ALPHA  $8,000,000  (in\naddition to the return of the Deposit pursuant to Section 12.2(a)\nabove).   In  the event that (i) this Agreement is terminated  in\nany of the circumstances described in Section 12.2(b) above, (ii)\nALPHA  did  not receive the $8,000,000 payment described  in  the\nimmediately preceding sentence of this Section 12.2(c) and  (iii)\nDynCorp  or  Seller accepts, within twelve (12) months  following\nthe date of termination of this Agreement, an offer to consummate\na Company Sale from a Person or group of Persons (or any of their\nrespective  Affiliates) who made a Specified Offer prior  to  the\ntermination of this Agreement, DynCorp and Seller shall pay ALPHA\nan amount equal to $8,000,000 less the amount, if any, previously\npaid  to ALPHA pursuant to Section 12.2(b) above (other than  the\nDeposit).\n\n          (d) Each of the parties hereby acknowledges that all\namounts  payable  and any forfeiture of the  Deposit  under  this\nSection 12.2 shall constitute liquidated damages in lieu  of  any\nactual damages for termination of this Agreement.\n\n          (e) All amounts payable hereunder shall be made promptly\n(but  in  any  event within five (5) Business Days following  the\ndate of termination.\n\n          (f) Notwithstanding the foregoing, nothing contained herein\nshall  relieve any party hereto from liability for any  claim  or\ncause of action based on fraud (whether at common law, statutory,\nequity or otherwise).\n\n\n13.              MISCELLANEOUS PROVISIONS.\n\n          13.1 Certain Definitions.  As used in this Agreement, the\nfollowing terms have the meanings set forth below:\n\n                \"Adverse Consequences\" means all actions,  suits,\nproceedings,   hearings,  investigations,  charges,   complaints,\nclaims,   demands,   injunctions,  judgments,  orders,   decrees,\nrulings, damages, dues, penalties, fines, costs, amounts paid  in\nsettlements,  Liabilities,  obligations,  Taxes,  Liens,  losses,\nexpenses,   and  fees,  including  court  costs  and   reasonable\nattorneys' fees.\n\n                \"Aeroflot\" has the meaning set forth  in  Section 6.10.\n\n                \"Affiliate\" means with respect to any Person, any\nother  Person that directly, or indirectly through  one  or  more\nintermediaries, controls, or is controlled by, or is under common\ncontrol  with, such Person.  For the purpose of this  definition,\n\"control\"   as  applied  to  any  Person  means  the  possession,\ndirectly,  or  indirectly, of the power to direct  or  cause  the\ndirection of the management and policies of such Person,  whether\nthrough  the  ownership  of voting securities,  by  contract,  or\notherwise.\n\n               \"ALPHA Circular\" means the Circular (incorporation\nlisting  particulars concerning ALPHA) required by the  rules  of\nThe   London  Stock  Exchange  to  be  issued  by  ALPHA  to  its\nshareholders describing the transaction as provided for  by  this\nAgreement  and  (inter  alia)  convening  the  meeting  of   such\nshareholders at which a resolution is to be proposed  to  approve\nthe same.\n\n                \"Benefit Plan\" means, with respect to any Company\nany  employee  benefit plan, arrangement, policy  or  commitment,\nincluding,  without  limitation, any  employment,  consulting  or\ndeferred  compensation agreement, executive compensation,  bonus,\nincentive,  pension, profit-sharing, savings,  retirement,  stock\noption,  stock purchase or severance pay plan, any life,  health,\ndisability  or accident insurance plan, any holiday  or  vacation\npractice  or  any  employee benefit plan within  the  meaning  of\nSection 3(3) of ERISA, as to which such Company has any direct or\nindirect, actual or contingent Liability.\n\n                \"Business  Day\"  means  a  day  which  is  not  a\nSaturday, Sunday, or day on which banking institutions in London,\nEngland, are authorized or required by law, regulation, executive\norder or otherwise, to be closed.\n\n                \"Closing\"  means the closing of the  transactions\ncontemplated by this Agreement.\n\n                \"Closing  Date\"  has  the meaning  set  forth  in Section 2.1.\n\n                \"Code\" means the Internal Revenue Code of 1986, as amended.\n\n                \"Companies\"  means,  collectively,  Air  Carrier\nServices,  Inc., a Virginia corporation, DynAir Fueling  Inc.,  a\nDelaware  corporation, DynAir Fueling of Nevada  Inc.,  a  Nevada\nCorporation,  DynAir CFE Services, Inc., a Delaware  corporation,\nDynAir  Technologies International, Inc., a Virginia corporation,\nDynAir Services Inc., a Delaware corporation, DynAir Maintenance,\nInc.,  a  New  York  corporation, DynCorp\/DynAir  Corporation,  a\nCalifornia  corporation, DAPSCO, Inc., a California  Corporation,\nDynAir  Euroservices (UK) Ltd., and DynAir Euroservices  (Italia)\nS.p.A.,  the  details of each of which are set forth in  Schedule\n5.3.\n\n                \"Company  Benefit Plan\" means  any  Benefit  Plan\nwhich  provides  benefits  with  respect  to  current  or  former\nemployees of any of the Companies.\n\n               \"Company Financial Statements\" has the meaning set\nforth in Section 5.5(a).\n\n                \"Company  Sale\"  has  the meaning  set  forth  in Section 10.4.\n\n                \"Company Services\" has the meaning set  forth  in Section 5.23.\n\n                \"Confidential Information\" means any  information\nconcerning the businesses or affairs of ALPHA, Buyer, any  member\nof the Parent Group or any of their respective Affiliates that is\nnot already generally available to the public.\n\n                \"Contracts\" has the meaning set forth in  Section 5.10(b).\n\n                \"Corporate Services Agreement\" has the meaning set\nforth in Section 6.14.\n\n                \"Deposit\" means the amount of $5,000,000  as  set\nforth  in Section 1.2(b), together with interest accrued  thereon\nunder the terms of the Escrow Agreement.\n\n               \"DynAir Mexico\" means DynAir de Mexico S.A de C.V.\n\n                \"DynAir  Names\"  has  the meaning  set  forth  in Section 10.2.\n\n                \"DynAir  Russia\"  means DynAir  Russia  Services,\nInc.,  a  Delaware  corporation and wholly  owned  subsidiary  of\nDynAir Services Inc.\n\n                \"DynCorp  Class C Approval\" has the  meaning  set\nforth in Section 3.2.\n\n                \"DynCorp's  and  Seller's  Knowledge\"  means  the\nactual   knowledge  by  an  officer  or  senior  manager   having\nresponsibility for the relevant function of the Companies.\n\n               \"Elections\" has the meaning set forth in  Section 6.13(j).\n\n               \"Environmental and Safety Requirements\" shall mean\nall  federal,  state,  local and foreign  statutes,  regulations,\nordinances and similar provisions having the force or  effect  of\nlaw,  all  judicial or administrative orders and  determinations,\nall  contractual obligations and all common law concerning public\nhealth  and  safety, worker health and safety, and  pollution  or\nprotection  of the environment, including without limitation  all\nthose  relating  to  the  presence, use, production,  generation,\nhandling,  transport, treatment, storage, disposal, distribution,\nlabeling,  testing,  processing, discharge,  release,  threatened\nrelease,  control,  or  cleanup of  any  hazardous  or  otherwise\nregulated materials, substances or wastes, chemical substances or\nmixtures,  pesticides, pollutants, contaminants, toxic chemicals,\npetroleum   products  or  byproducts,  asbestos,  polychlorinated\nbiphenyls, noise or radiation.\n\n                \"Equipment Leases\" has the meaning set  forth  in\nSection 6.14(a).\n\n                \"ERISA\"  means  the Employment Retirement  Income\nSecurity Act of 1974, as amended.\n\n                \"Escrow  Agent\" means Bankers Trust  Company,  as\nescrow agent under the terms of the Escrow Agreement.\n\n                \"Escrow  Agreement\" has the meaning set forth  in\nSection 1.2(b).\n\n                \"GAAP\"  means  United States  generally  accepted\naccounting principles, as in effect from time to time.\n\n                \"Governmental Body\" means any government  entity,\ndepartment,  agency  or  political subdivision  of  any  foreign,\nfederal, state, local or municipal government.\n\n                \"Heller  Funding Arrangements\" means the  funding\narrangements  pursuant  to  (i) the Equipment  Funding  Agreement\ndated  as  of  January 20, 1995, and (ii) the  Equipment  Funding\nAgreement dated as of February 8, 1995, in each case by and among\nHeller Financial Leasing, Inc. and certain of the Companies.\n\n                \"HSR  Act\"  has the meaning set forth in  Section 3.3.\n\n                \"Indebtedness\"   means,   without   duplication,\n(i)  indebtedness for borrowed money or for the deferred purchase\nprice of property or services in respect of which any Company  is\nliable, contingently or otherwise, as obligor or otherwise (other\nthan trade payables and other current liabilities incurred in the\nordinary  course  of  business) or any commitment  by  which  any\nCompany  assures  a  creditor against loss, including  contingent\nreimbursement  obligations with respect  to  letters  of  credit,\n(ii)  indebtedness  guaranteed in  any  manner  by  any  Company,\nincluding guarantees in the form of an agreement to repurchase or\nreimburse,  (iii)  all present and future obligations  under  all\nleases classified as a finance lease or under Equipment Leases in\nrespect  of which obligations any Company is liable, contingently\nor  otherwise, as obligor, guarantor or otherwise, or in  respect\nof which obligations any Company assures a creditor against loss,\n(iv) (other than with respect to Section 6.14(b)) any unsatisfied\nobligation  of  any  Company  or  any  of  its  Subsidiaries  for\n\"withdrawal  liability\" to a \"multiemployer plan\" as  such  terms\nare  defined  under ERISA, and (v) amounts paid or payable  under\nany  other transaction having the commercial effect of  a  borrow\ning.\n\n                \"Indemnified Party\" has the meaning set forth  in Section 9.4.\n\n                \"Indemnifying Party\" has the meaning set forth in Section 9.4.\n\n                \"Insurance   Policies\"   means   the   workers'\ncompensation,  aviation liability and other third party  policies\nof  insurance effected by DynCorp for the benefit (among  others)\nof  the  Parent  Group, the details of which  are  set  forth  in\nSchedule 5.22.\n\n                \"Interim Office Lease\" has the meaning set  forth\nin Section 6.14(c).\n\n                \"ISRA\" means Industrial Site Recovery Act enacted\nby the State of New Jersey, as amended from time to time.\n\n                \"JFK  Property\"  means the property  at  John  F.\nKennedy  International Airport in which the Companies  conduct  a\nportion of the Business.\n\n               \"Liability\" means any liability, (whether known or\nunknown,  whether  asserted or unasserted,  whether  absolute  or\ncontingent, whether accrued or unaccrued, whether liquidated,  or\nunliquidated,  and whether due or to become due),  including  any\nliability for Taxes.\n\n                 \"Lien\"  means  any  mortgage,  pledge,  security\ninterest, encumbrance, lien or charge of any kind.\n\n                \"Location  Material  Adverse  Effect\"  means  any\nmaterial adverse effect on the ability of any Company to  conduct\nthe  Business  at  one  or more locations at  which  the  Company\npresently  operates; provided, that a Location  Material  Adverse\nEffect shall not be deemed to have  occurred unless such location\nor locations, individually or in the aggregate (i) comprised, for\nthe fiscal year ended December 31, 1994, or (ii) could reasonably\nbe expected to comprise in the future, in each case, five percent\n(5%)  or  more  of  the Companies' combined revenues,  assets  or\nearnings,  determined in accordance with the accounting  policies\nand  principles used in the preparation of the Reference  Balance\nSheet.\n\n                \"Material  Adverse  Effect\"  means  any  material\nadverse   effect  upon  (a)  the  business,  assets,  operations,\ncondition  (financial or otherwise) or prospects  in  respect  of\nexisting  operations of the Parent Group taken as a whole,  which\ncould  reasonably be expected to result in either (i) a  decrease\nof  2% or more of the Companies' combined tangible net assets  as\nset  forth on the Reference Balance Sheet, or (ii) a decrease  of\n0.5%  or  more  of the Companies' combined revenues or  operating\nprofit  as  compared  to  the  Companies'  combined  revenues  or\noperating profit for the fiscal year ended December 31, 1994,  in\neach  case determined in accordance with the accounting  policies\nand  procedures used in the preparation of the Reference  Balance\nSheet,  or  (b) the ability of Seller, DynCorp or ALPHA,  as  the\ncase  may  be, to perform its obligations hereunder or consummate\nthe transactions contemplated hereby.\n\n                \"Operating  Leases\" means (a)  the  Master  Lease\ndated  December  31,  1991 between DynCorp and  General  Electric\nCredit Corporation and (b) the Operating Lease dated November  4,\n1987  between DynCorp and PHH FleetAmerica, Inc., the details  of\nwhich are set forth on Schedule 6.14(a)(i).\n\n                \"Overlap  Period\" has the meaning  set  forth  in\nSection 6.13(b).\n\n               \"Parent\" has the meaning set forth in the recitals\nhereto.\n\n                \"Parent Group\" means the Parent and the Companies\ntaken  together or (as the context so requires) any of them,  and\nreferences to a \"member of the Parent Group\" shall mean  any  one\nor more of them (as the case may be).\n\n                \"Permits\"  has the meaning set forth  in  Section 5.9(b).\n\n               \"Permitted Liens\" means (a) Liens disclosed on the\nReference  Balance  Sheet  or the footnotes  thereto,  (b)  Liens\nsecuring  Taxes, assessments, governmental charges or levies,  or\nthe claims of materialmen, carriers, landlords, and like persons,\nall  of  which are not yet due and payable or are being contested\nin   good  faith  and  for  which  adequate  reserves  have  been\nestablished  on  the Company Financial Statements  in  accordance\nwith  GAAP,  (c) Liens pursuant to any operating  leases  of  the\nCompanies  (other than the Equipment Leases), or (d) minor  Liens\nof  a character that do not substantially impair the value of the\nassets or properties subject thereto or interfere in any material\nrespect with the conduct of any Company's business.\n\n                \"Person\"  means an individual, a  partnership,  a\ncorporation, an association, a joint stock company,  a  trust,  a\njoint  venture, an unincorporated organization, or  a  government\nentity  (or  any  department,  agency  or  political  subdivision\nthereof.)\n\n                \"Pre-Closing Periods\" shall mean all Tax  periods\nending on or before the Closing Date and, with respect to any Tax\nperiod  that includes but does not end on the Closing  Date,  the\nportion  of  such  period that ends on and includes  the  Closing\nDate;\n\n               \"Projections\" has the meaning set forth in Section 5.5(b).\n\n                \"Proprietary  Rights\" means all  patents,  patent\napplications, patent disclosures and inventions (whether  or  not\npatentable and whether or not reduced to practice); all trade and\ncorporate names, service marks, trademarks, trade dress  and  all\ngoodwill  associated therewith; all copyrights; all registrations\nand applications and renewals for any of the foregoing; all trade\nsecrets, confidential information, ideas, formulae, compositions,\nknow-how,  manufacturing and production processes and techniques,\nresearch  information, drawings, specifications, designs,  plans,\nimprovements,    proposals,   technical   and   computer    data,\ndocumentation  and  software, financial, business  and  marketing\nplans,  customer  and  supplier lists  and  related  information,\nmarketing  and  promotional materials and all other  information,\nknow-how  and  intellectual  property  rights  and  all  tangible\nembodiments thereof and the benefit (and burden) of any  and  all\nlicenses in connection with any of the foregoing.\n\n                 \"Receivables  Program\"  means  the  arrangements\npursuant  to  each  of the Sale and Purchase  Agreements  by  and\nbetween  Dyn  Funding  Corporation, a Delaware  corporation,  and\ncertain of the Companies, each dated as of January 1, 1992, under\nwhich each such Company sells certain accounts receivables to Dyn\nFunding Corporation.\n\n                \"Reference  Balance Sheet\" has  the  meaning  set\nforth in Section 5.5(a).\n\n                \"Relative\"  means  a natural person  who  is  the\nparent, child, spouse or sibling of the natural person specified.\n\n               \"Russian Partnership\" has the meaning set forth in Section 6.10.\n\n               \"Russian Restructuring\" has the meaning set forth in\nSection 6.10.\n\n                \"Seller Group\" means any affiliated group (within\nthe  meaning  of  Section 1504 of the Code or any  similar  group\ndefined under a similar provision of state, local or foreign law)\nof which any Company is or has been a member.\n\n                \"Seller Indemnitees\" has the meaning set forth in Section 9.3.\n\n                \"Specified  Offer\" has the meaning set  forth  in Section 10.4.\n\n                \"Specified  Properties\" are  the  properties  and\nlocations  in Reno, Nevada and Oklahoma City, Oklahoma  at  which\nthe Companies conduct a portion of the Business.\n\n                \"Subsidiaries\" means any Person with  respect  to\nwhich  another specified Person (or a subsidiary thereof) owns  a\nmajority  of the common stock or has the power to vote or  direct\nthe  voting of sufficient securities to elect a majority  of  the\ndirectors.\n\n                \"Tangible Net Worth\" has the meaning set forth in\nSection 1.3(e).\n\n                \"Tax\"  means any federal, state, local or foreign\nincome,   gross   receipts,  franchise,  estimated,   alternative\nminimum,  add-on  minimum, sales, use,  transfer,  real  property\ngains,  registration,  value  added, excise,  natural  resources,\nseverance,  stamp,  occupation, windfall profits,  environmental,\ncustoms, duties, real property, personal property, capital stock,\nsocial  security,  unemployment,  disability,  payroll,  license,\nemployee  or other withholding, commercial rent or other  tax  or\nfee  (including  airport permit and port fees and Russian  excess\nwage  tax,  housing  and  road taxes), of  any  kind  whatsoever,\nincluding any interest, penalties or additions to tax or  similar\nitems in respect of the foregoing (whether disputed or not).\n\n                \"Tax  Deficiency\", for purposes of Section  5.14,\nshall include a reduction in any net operating losses.\n\n                 \"Tax   Return\"   means   any   return,   report,\ndeclaration,  claim  for  refund,  information  return  or  other\ndocument (including any related or supporting schedule, statement\nor  information  and including any amendment  thereof)  filed  or\nrequired  to  be filed by any Person and relating to the  income,\nproperties or operations of any member of the Parent Group or the\nSeller  Group  connection with the determination,  assessment  or\ncollection  of any Tax of any part or the administration  of  any\nlaws, regulations or administrative requirements relating to  any\nTax in all cases only for any Pre-Closing Period.\n\n                \"Third Party Claim\" has the meaning set forth  in Section 9.4.\n\n                \"Threshold\" has the meaning set forth in  Section 9.5.\n\n               \"Vincentown Property\" has the meaning set forth in\nSection 6.14(f).\n\n                \"Wrightstown Property\" has the meaning set  forth\nin Section 6.14(f).\n\n          13.2  Notices.  All notices, communications and deliveries\nhereunder shall be made in writing signed by the party making the\nsame, shall specify the Section hereunder pursuant to which it is\ngiven or being made, and shall be deemed given or made on (a) the\ndate  delivered  if  delivered in person or sent  by  telecopier,\n(b)  the  first  Business Day after the date  it  is  sent  by  a\nnationally  recognized  courier, or (c) the  third  Business  Day\nafter  the date it is mailed if mailed by registered or certified\nmail  (return  receipt requested) (with postage  and  other  fees\nprepaid) as follows:\n\n               If to Seller or DynCorp:\n\n                    DynCorp\n                    2000 Edmund Halley Drive\n                    Reston, VA 22091-3426\n                    Telecopier:    (703) 264-9199\n                                   (703) 264-9147\n                    Attn:  Senior Vice President and\n                           General Counsel\n\n               If to Buyer or ALPHA:\n\n                    Alpha Airports Group Plc\n                    Europa House\n                    804 Bath Road\n                    Cranford\n                    Middlesex TW5 9US\n                    Telecopier:    (44) 181-754-7603\n                    Attn:  Chief Executive Officer\n\n                    with a copies to (which shall\n                      not constitute notice to Buyer or ALPHA):\n\n                    Paisner &amp; Co.\n                    Bouverie House\n                    154 Fleet Street\n                    London EC4A 2DQ\n                    Telecopier:    (44) 171-583-8621\n                    Attn:  Keith Stella, Esq.\n\n                    Kirkland &amp; Ellis\n                    Citicorp Center\n                    153 East 53rd Street\n                    New York, NY 10022-4675\n                    Telecopier:    (212) 446-4900\n                    Attn:  Stephen M. Zide, Esq.\n\n\n      or to such other representative or at such other address of\na  party as such party hereto may furnish to the other parties in\nwriting.\n\n          13.3  Governing Law.  This Agreement shall be governed by and\nconstrued  in accordance with the Laws of the State of New  York,\nwithout regard to the conflicts of laws provisions thereof.\n\n          13.4  Amendments and Waivers.  No amendment of any provision\nof  this  Agreement shall be valid unless the same  shall  be  in\nwriting and signed by Buyer and DynCorp.  No waiver by any  party\nof  any  default,  misrepresentation, or breach  of  warranty  or\ncovenant  hereunder, whether intentional or not, shall be  deemed\nto  extend to any prior or subsequent default, misrepresentation,\nor  breach of warranty or covenant hereunder or affect in any way\nany  rights  arising  by virtue of any prior or  subsequent  such\noccurrence.\n\n          13.5 Severability.  Any term or provision of this Agreement\nthat  is  invalid  or  unenforceable  in  any  situation  in  any\njurisdiction  shall not affect the validity or enforceability  of\nthe  remaining  terms and provisions hereof or  the  validity  or\nenforceability of the offending term or provision  in  any  other\nsituation or in any other jurisdiction.\n\n          13.6 Incorporation of Exhibits and Schedules.  The Exhibits\nand  Schedules  identified  in this  Agreement  are  incorporated\nherein by reference and made a part hereof.\n\n          13.7 No Third-Party Beneficiaries.  This Agreement shall not\nconfer  any  rights or remedies upon any Person  other  than  the\nparties and their respective successors and permitted assigns.\n\n          13.8 Entire Agreement.  This Agreement (including the\ndocuments  referred to herein) constitutes the  entire  agreement\namong  the  parties  and  supersedes  any  prior  understandings,\nagreements,  or representations by or among the parties,  written\nor  oral,  to  the extent they related in any way to the  subject\nmatter hereof.\n\n          13.9 Specific Performance.  Each of the parties acknowledges\nand agrees that the other parties would be damaged irreparably in\nthe  event  any  of  the  provisions of this  Agreement  are  not\nperformed  in  accordance with their specific terms or  otherwise\nare  breached.  Accordingly, each of the parties agrees that  the\nother  parties shall be entitled to an injunction or  injunctions\nto  prevent breaches of the provisions of this Agreement  and  to\nenforce  specifically this Agreement and the terms and provisions\nhereof  in any action instituted in any court having jurisdiction\nover  the parties and the matter, in addition to any other remedy\nto which they may be entitled, at law or in equity.\n\n          13.10 No Strict Construction.  The language used in this\nAgreement will be deemed to be the language chosen by the parties\nhereto  to  express their mutual intent, and no  rule  of  strict\nconstruction will be applied against any person.\n\n          13.11 Succession and Assignment.  This Agreement shall be\nbinding upon and inure to the benefit of the parties named herein\nand  their respective successors and permitted assigns.  No party\nmay assign either this Agreement or any of its rights, interests,\nor  obligations hereunder without the prior written  approval  of\nBuyer and DynCorp; provided, that Buyer may (a) assign any or all\nof  its  rights  and interests hereunder to one or  more  of  its\nAffiliates  or  any  Person providing  financing  to  Buyer,  its\ndesignee(s) or the Companies and (b) designate one or more of its\nAffiliates to perform its obligations hereunder (in any or all of\nwhich  cases Buyer nonetheless shall remain responsible  for  the\nperformance of all of its obligations hereunder).\n\n          13.12 Counterparts.  This Agreement may be executed in one or\nmore counterparts, each of which shall be deemed an original  but\nall   of  which  together  will  constitute  one  and  the   same\ninstrument.\n\n          13.13 Headings.  The section headings contained in this\nAgreement are inserted for convenience only and shall not  affect\nin any way the meaning or interpretation of this Agreement.\n\n          13.14 Time of the Essence; Computation of Time.  Time is of the\nessence for each and every provision of this Agreement.  Whenever\nthe  last  day for the exercise of any privilege or the discharge\nof  any  duty hereunder shall fall upon any day which  is  not  a\nBusiness  Day,  the  party  having such  privilege  or  duty  may\nexercise  such  privilege or discharge  such  duty  on  the  next\nsucceeding Business Day.\n\n\nIN WITNESS WHEREOF,the  parties have executed this Agreement\non the date first above written.\n\nDYNCORP  AVIATION  SERVICES, INC.\n\nBy:    D.L. Reichardt\n\nName:  D.L. Reichardt\nTitle: Vice President\n\n\nDYNCORP\n\nBy:    D.L. Reichardt\n\nName:  D.L. Reichardt\nTitle: Senior Vice President\n\n\nALPHA AIRPORTS GROUP PLC\n\nBy:    P. Harrison\n\nName:  P. Harrison\nTitle: Chief Executive Officer\n\nALPHA US HOLDINGS, INC.\n\nBy:    P. Harrison\n\nName:  P. Harrison\nTitle: Director\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7380],"corporate_contracts_industries":[],"corporate_contracts_types":[9622,9627],"class_list":["post-43526","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-dyncorp","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43526","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43526"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43526"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43526"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43526"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}