UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549




                               SCHEDULE 13D


                      Under the Securities Act of 1934
                                        

                                MasTec, Inc.
  ---------------------------------------------------------------------------
                              (Name of Issuer)


                                Common Stock 
  ---------------------------------------------------------------------------
                         (Title of Class of Securities)


                                 576323109                              
             ----------------------------------------------------
                              (CUSIP Number)



                      Darryl B. Deaktor, White & Case
       200 S. Biscayne Blvd., Suite 4900, Miami, FL 33131 (305) 371-2700
      -------------------------------------------------------------------     
         (Name, Address and Telephone Number of Person Authorized to 
                  Receive Notices and Communications)


                              March 11, 1994 
                              --------------      
           (Date of Event which Requires Filing of this Statement)


   If the filing person has previously filed a statement on Schedule 13G 
   to report the acquisition which is the subject of this Schedule 13D, 
   and is filing this schedule because of Rule 13d-1(b)(3) or (4), 
   check the following box ___.

   Check the following box if a fee is being paid with the statement ___.












                             
                                SCHEDULE 13D




CUSIP No.      576323109                         Page ____ of ____ Pages





1   NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    Jorge Mas
- -------------------------------------------------------------------------

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a)  
                                                                  (b)  x

- -------------------------------------------------------------------------

3   SEC USE ONLY

- -------------------------------------------------------------------------

4   SOURCE OF FUNDS*

    OO
- -------------------------------------------------------------------------

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
    TO ITEMS 2(d) or 2(e) 

- --------------------------------------------------------------------------

6   CITIZENSHIP OR PLACE OF ORGANIZATION

    U.S.A.

- --------------------------------------------------------------------------

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7   SOLE VOTING POWER
    3,936,000

- ---------------------------------------------------------------------------

8   SHARED VOTING POWER


- ---------------------------------------------------------------------------

9   SOLE DISPOSITIVE POWER
    3,936,000

- ---------------------------------------------------------------------------

10  SHARED DISPOSITIVE POWER

- ---------------------------------------------------------------------------

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    3,936,000

- ---------------------------------------------------------------------------

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 

- ---------------------------------------------------------------------------

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
    24.8%

- ---------------------------------------------------------------------------

14  TYPE OF REPORTING PERSON*

    IN



Schedule 13-D 


Item 1.   Security Issuer.

     Common Stock
     MasTec, Inc. (the "Issuer")
     8600 N.W. 36th Street
     Miami, Florida 33166


Item 2.   Identity and Background.

     (a)  Jorge Mas
     (b)  8600 N.W. 36th Street, Miami, Florida 33166
     (c)  President and Chief Executive Officer of the Issuer, and 
          President and Chief Executive Officer of Church & Tower, Inc., 
          Neff Rental, Inc., Neff Machinery, Inc., Atlantic Real Estate Holding 
          Corporation and U.S. Development Corporation 8600 N.W. 36th Street, 
          Miami, Florida 33166
     (d)  No
     (e)  No
     (f)  USA

Item 3.   Source and Amount of Funds or Other Consideration.

     Jorge Mas acquired the securities reported in this Schedule (the 
     "Acquisition") in exchange for his 800 shares of the common stock of 
     Church & Tower, Inc., a Florida corporation ("CT"), pursuant to an 
     Agreement dated as of October 15, 1993, as amended, between the Issuer 
     and Jorge L. Mas, Jorge Mas, Juan Carlos Mas and Jose Ramon Mas (the 
     "Mas Family").


Item 4.   Purpose of Transaction.

     Jorge Mas engaged in the Acquisition to effect a business combination 
     between the Issuer and CT.

     As a result of the Acquisition, the Mas Family acquired in the aggregate 
     approximately 65% of the outstanding common stock of the Issuer. To the 
     extent members of the Mas Family act in concert, they will be able to 
     control the election of the Board of Directors of the Issuer and certain 
     fundamental corporate transactions.

     Immediately after the Acquisition, the Board of Directors of the 
     Registrant was increased to seven members and the resulting vacancies 
     were filled, and an amendment to the Registrant's Certificate of 
     Incorporation was adopted, among other things, to increase the total 
     number of shares of the common stock of the Registrant to 50,000,000 and 
     to eliminate all designations, powers, preferences, rights, 
     qualifications, limitations and restrictions relating to the Registrant's
     authorized preferred stock.  The adoption of such amendments may impede 
     acquisition of control of the Registrant by means of a hostile tender 
     offer, open market purchases, a proxy contest or otherwise.

     Jorge Mas has no plans or proposals at this time that relate to or would 
     result in the occurrence of any of the actions described in this Item.


Item 5.   Interest in Securities of the Issuer.

     (a)  Jorge Mas is the beneficial owner of 3,936,000 shares of the 
          Registrant's common stock representing 24.8% of all of the 
          Registrant's outstanding common stock.
     (b)  Jorge Mas has the power to vote 3,936,000 shares of the 
          Registrant's common stock.
     (c)  None
     (d)  None
     (e)  Not applicable


Item 6.   Contracts, Arrangements, Understandings or Relationships with 
          respect to Securities of the Issuer.

     None


Item 7.   Exhibits.

     The Agreement, dated as of October 15, 1993, among Burnup & Sims Inc. 
     and Jorge L. Mas, Jorge Mas, Juan Carlos Mas and Jose Ramon Mas, together 
     with all amendments thereto, is attached to this Schedule.


                              Signature

     After reasonable inquiry and to the best of my knowledge and belief, 
     I certify that the information set forth in this statement is true, 
     complete and correct.







        ---------------------              -------------------------
                Date                               Jorge Mas

                                  




                                                   APPENDIX A

                                     AGREEMENT

             THIS AGREEMENT ("Agreement") is made as of the 15th day of October,
   1993 by and among each of the individuals listed on Schedule I hereto (each,
   a "Seller" and together, "Sellers"), and Burnup & Sims Inc., a Delaware
   corporation with principal offices at One North University Drive, Fort
   Lauderdale, Florida 33324 ("Burnup").

             WHEREAS, Sellers own among them 1,000 shares of common stock, par
   value $1.00 per share, of Church & Tower, Inc., a Florida corporation ("CT"),
   constituting 100% of the outstanding shares of capital stock of CT ("CT
   Shares"), and 100 shares of common stock, par value $10.00 per share, of
   Church & Tower of Florida, Inc., a Florida corporation ("CTF"), constituting
   100% of the outstanding shares of capital stock of CTF ("CTF Shares", and
   together with the CT Shares, the "Shares"); and

             WHEREAS, Burnup desires to purchase, and Sellers desire to sell,
   all of the Shares on the terms and subject to the conditions set forth
   herein;

             NOW, THEREFORE, the parties, intending to be legally bound and in
   consideration of the mutual covenants and conditions contained herein, agree
   as follows:

                                     ARTICLE I
                            SALE AND PURCHASE OF SHARES

             Section 1.1  Sale and Purchase of Shares.  On the terms and subject
   to the conditions set forth in this Agreement, and on the basis of the
   representations and warranties made by Burnup and Sellers contained herein,
   Sellers, jointly and severally, agree to sell, assign and transfer to Burnup,
   and Burnup agrees to purchase from Sellers, on the Closing Date (as defined
   in Section 1.4) all of the Shares (the "Acquisition").


             Section 1.2  Exchange Consideration.  In full consideration for the
   Shares, Burnup will deliver to the Sellers on the Closing Date, in the
   proportions set forth in Schedule I, such number of shares of the common
   stock of Burnup, par value $.10 per share, as the parties hereto shall agree
   in writing on or before November 4, 1993, free and clear of all Liens (as
   defined in Section 2.2).  All shares of common stock delivered to Sellers
   pursuant hereto shall hereinafter be referred to as the "Burnup Shares."

             Section 1.3  Plan of Reorganization; Accounting Treatment.  This
   Agreement shall serve as a "plan of reorganization" within the meaning of
   Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the
   "Code").  The parties hereto acknowledge that the transactions contemplated
   herein shall be treated as a business combination under the purchase method
   of accounting for financial reporting purposes.

             Section 1.4  Closing.  The closing ("Closing") of the Acquisition
   shall take place at the offices of White & Case located at 200 South Biscayne
   Boulevard, Miami, Florida, at 10:00 A.M., on the business day, not later than
   January 31, 1994, immediately following the later to occur of (x) the due
   approval by the stockholders of Burnup of this Agreement, the transactions
   contemplated hereby and all other matters set forth in the Proxy Statement
   (as defined in Section 2.8) submitted to the stockholders of Burnup for their
   consideration and vote or (y) termination or expiration of the applicable
   waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
   1976, as amended (the "HSR Act"), or at such other date or time as the
   parties hereto shall mutually agree in writing.  The date of Closing shall
   hereinafter be referred to as the "Closing Date."


                                     ARTICLE II
                     REPRESENTATIONS AND WARRANTIES OF SELLERS

             Sellers, jointly and severally, represent and warrant to Burnup as
   of the date hereof and as of the Closing Date as follows:

             Section 2.1  Organization.  Each of CT and CTF is a corporation
   duly organized, validly existing and in good standing under the laws of
   Florida and has all requisite corporate power and authority to own, lease and
   operate its properties and to carry on its business as now being conducted. 
   Except as set forth in Section 2.1 of the disclosure schedule delivered by

                                       - 2 -

   Sellers to Burnup dated the date hereof (the "Disclosure Schedule"), each of
   CT and CTF is duly qualified or licensed and in good standing to do business
   in each jurisdiction in which the property owned, leased or operated by it or
   the nature of the business conducted by it makes such qualification or
   licensing necessary.  Sellers have heretofore delivered to Burnup accurate
   and complete copies of the Articles of Incorporation and By-Laws of each of
   CT and CTF, as currently in effect.

             Section 2.2  Capitalization.  The authorized capital stock of CT
   consists solely of 5,000 shares of common stock.  The authorized capital
   stock of CTF consists solely of 10,000 shares of common stock.  The CT Shares
   constitute all of the issued and outstanding shares of common stock of CT,
   and the CTF Shares constitute all of the issued and outstanding shares of
   common stock of CTF.  All of the Shares are validly issued, fully paid and
   nonassessable.  Except as set forth in Section 2.2 of the Disclosure
   Schedule, there are no preemptive rights, subscriptions, options, warrants,
   puts, calls, rights, exchangeable or convertible securities or other
   agreements or commitments of any character obligating either CT or CTF to
   issue, transfer, sell, purchase or redeem any of its securities.  Each Seller
   owns the number of CT Shares and CTF Shares set forth opposite his name on
   Section 2.2 of the Disclosure Schedule free and clear of all claims, liens,
   mortgages, pledges, security interests, assessments, restrictions,
   encumbrances or charges of any kind (collectively "Liens").  There are no
   voting trusts or other agreements or understandings to which any Seller is a
   party or by which any Seller is bound with respect to the voting of his
   Shares except as set forth in Section 2.2 of the Disclosure Schedule.

             Section 2.3  Subsidiaries. Except as set forth in Section 2.3 of
   the Disclosure Schedule, CT and CTF have no subsidiaries or equity
   investments in any corporation, association, partnership, joint venture or
   other entity or person (collectively, "Person").

             Section 2.4  Authority Relative to this Agreement.  Each Seller has
   full power, authority and capacity to enter into this Agreement and to
   consummate the transactions contemplated hereby.  This Agreement has been
   duly and validly executed and delivered by each Seller, and constitutes a
   valid and binding agreement of each Seller, enforceable in accordance with
   its terms.



                                       - 3 -

             Section 2.5  Consents and Approvals; No Violations.  Except for the
   HSR Act and except as set forth in Section 2.5 of the Disclosure Schedule, no
   filing with, and no permit, authorization, consent or approval of, any court,
   or Federal, state, local or foreign administrative, governmental or quasi-
   governmental body ("Governmental Entity"), is necessary in connection with
   the execution and delivery by Sellers of this Agreement or the consummation
   by Sellers of the transactions contemplated by this Agreement.  Except as set
   forth in Section 2.5 of the Disclosure Schedule, neither the execution and
   delivery by Sellers of this Agreement nor the consummation by Sellers of the
   transactions contemplated hereby nor compliance by Sellers with any of the
   provisions hereof will (i) conflict with or result in any breach of any
   provision of the Articles of Incorporation or By-Laws of CT or CTF, (ii)
   result in a violation or breach of, or constitute (with or without due notice
   or lapse of time or both) a default (or give rise to any right of
   termination, cancellation or acceleration) under or require consent under,
   any of the terms, conditions or provisions of any note, bond, mortgage,
   indenture, license, contract, agreement or other instrument or obligation to
   which CT, CTF or any Seller is a party or by which any of them or any of
   their properties or assets may be bound or (iii) subject to making the
   filings and obtaining the permits, authorizations, consents and approvals
   referred to in the preceding sentence, violate any order, writ, injunction,
   decree, statute, treaty, rule or regulation applicable to CT, CTF, each
   Seller or any of their properties or assets.

             Section 2.6  Financial Statements.  Sellers have heretofore
   furnished copies of the following financial information of CT and CTF
   (collectively, the "Financial Statements") to Burnup:  (a) the audited
   balance sheets and statements of operations, cash flows and changes in
   stockholders' equity (including the notes thereto) for CTF as of and for the
   fiscal years ended December 31, 1992, 1991 and 1990; (b) the audited
   consolidated balance sheets and statements of operations, cash flows and
   changes in stockholders' equity (including the notes thereto) for CT as of
   and for the fiscal years ended December 31, 1992, 1991 and 1990; (c) the
   unaudited balance sheets and statements of operations for CTF as of and for
   the six months ended June 30, 1993 and 1992; (d) the unaudited consolidated
   balance sheets and statements of operations for CT as of and for the six
   months ended June 30, 1993 and 1992; (e) the audited combined balance sheets
   and statements of operations, cash flows and changes in stockholders' equity
   (including the notes thereto) as of and for the fiscal years ended December
   31, 1992, 1991 and 1990 for CT and CTF; and (f) the unaudited combined

                                       - 4 -

   balance sheets and statements of operations as of and for the six months
   ended June 30, 1993 and 1992 for CT and CTF.  Except as set forth in Section
   2.6 of the Disclosure Schedule, each of the balance sheets (including the
   notes thereto) included in the Financial Statements fairly presents the
   financial position of CT or CTF or the combined financial position of CT and
   CTF, as the case may be, as of the respective dates thereof, and the other
   related statements (including the notes thereto) included therein fairly
   present the results of operations and the changes in financial position of CT
   or CTF or the combined results of operations and changes in financial
   position of CT and CTF, as the case may be, for the respective fiscal years
   (or interim periods), except, in the case of interim financial statements,
   for year-end audit adjustments, consisting only of normal recurring accruals
   which individually and in the aggregate are not material.  Each of the
   financial statements (including the notes thereto) included in the Financial
   Statements has been prepared in accordance with generally accepted accounting
   principles and practices consistently applied during the periods involved,
   except as otherwise noted therein.  Except as set forth in Section 2.6 of the
   Disclosure Schedule, CT and CTF have maintained their books of account in the
   usual, regular and ordinary manner in accordance with generally accepted
   accounting principles applied on a consistent basis.  Except as set forth in
   Section 2.6 of the Disclosure Schedule, since June 30, 1993, no material
   adverse change has occurred in the assets or liabilities, condition,
   financial or otherwise, or business or in the results of operations or
   prospects of CT or CTF.

             Section 2.7  No Undisclosed Liabilities.  Except as and to the
   extent set forth in the audited balance sheets for the fiscal year ended
   December 31, 1992 and the unaudited balance sheets for the period ended June
   30, 1993, included in the Financial Statements, neither CT nor CTF had at
   December 31, 1992 or June 30, 1993 any material liabilities required by
   generally accepted accounting principles to be reflected on such balance
   sheets.  Except as and to the extent set forth in Section 2.7 of the
   Disclosure Schedule or disclosed in the unaudited balance sheets for the
   period ended June 30, 1993, included in the Financial Statements, neither CT
   nor CTF has incurred any liabilities (absolute, accrued, contingent or
   otherwise) since June 30, 1993, except liabilities incurred in the ordinary
   course of business consistent with past practice, or in connection with
   effecting the transactions contemplated hereby.



                                       - 5 -

             Section 2.8  Information in Disclosure Documents.  None of the
   information supplied in writing by Sellers to Burnup for inclusion or
   incorporation by reference in the proxy statement relating to the meeting of
   Burnup's stockholders, to be held in connection with the Acquisition (the
   "Proxy Statement") will, at the time the Proxy Statement is mailed to
   stockholders of Burnup and at the time of the meeting of stockholders of
   Burnup to be held in connection with the Acquisition or any adjournment of
   such meeting, contain any untrue statement of a material fact or omit to
   state any material fact required to be stated therein or necessary to make
   the statements therein not misleading.

             Section 2.9  No Default. Except as set forth in Section 2.9 of the
   Disclosure Schedule, neither CT nor CTF is in default or violation (and no
   event has occurred which, with the giving of notice, the lapse of time or the
   occurrence of any other event, would constitute a default or violation) of
   any term, condition or provision of (i) its Articles of Incorporation or By-
   Laws, (ii) any note, bond, mortgage, indenture or other obligation to which
   CT or CTF is a party or by which it or any of its properties or assets may be
   bound or (iii) any order, writ, injunction, decree, statute, rule or
   regulation applicable to CT or CTF.

             Section 2.10  Litigation.  Except as set forth in Section 2.10 of
   the Disclosure Schedule, there is no action, suit, administrative, judicial
   or arbitral proceeding, review or investigation pending or, to the best
   knowledge of Sellers, threatened, at law or in equity, or before any
   Governmental Entity, which, if adversely determined, could involve a
   liability to CT or CTF in excess of $200,000, or which could materially and
   adversely affect the right or ability of CT or CTF to carry on its business
   as now conducted or to consummate the transactions contemplated hereby.

             Section 2.11  Compliance with Applicable Law.  Except as set forth
   in Section 2.11 of the Disclosure Schedule, none of Sellers, CT and CTF is in
   violation of, or has violated within the last three years, any applicable
   provisions of any laws (including, without limitation, the Federal and state
   securities laws), statutes, ordinances or regulations in any material respect
   or any term of any judgment, decree, injunction or order outstanding against
   them, or any of them, which violation would have a material adverse effect on
   the financial condition of CT or CTF.

             Section 2.12  Taxes.

                                       - 6 -

             (a)  Except as set forth in Section 2.12 of the Disclosure
   Schedule, CT and CTF have filed, with the appropriate Governmental Entities,
   within the times and in the manner required by law, all Tax Returns (as
   defined in Section 2.12(d)), required to be filed by or with respect to them
   and each of them up to and including the date hereof and have maintained all
   material records with respect to Taxes (as defined in Section 2.12(c)).  Such
   Tax Returns reflect accurately all liabilities for Taxes of CT and CTF for
   the periods covered thereby.  With respect to all taxable periods prior to
   the date hereof, CT and CTF have paid all Taxes shown to be due on their Tax
   Returns and have paid all Taxes required to be paid to the Internal Revenue
   Service (the "IRS") or any other taxing authority (each constituting a
   "Taxing Authority") and, to the extent required by generally accepted
   accounting principles, have set up adequate accruals on the Financial
   Statements for the payment of all Taxes which have accrued but are not yet
   payable.  Neither CT nor CTF has any tax liability which could result in any
   Lien hereafter being imposed on any of its assets.  Except as set forth in
   Section 2.12 of the Disclosure Schedule, there are no Liens with respect to
   Taxes upon any of the properties or assets, real, personal or mixed, tangible
   or intangible, of CT or CTF except Liens for current Taxes not yet due. 
   There are no audits of any Tax Returns of CT or CTF by any Taxing Authority
   currently in progress.  Except as disclosed in Section 2.12 of the Disclosure
   Schedule, neither CT nor CTF has received any written notice of deficiency or
   assessment or proposed deficiency or assessment from any Taxing Authority
   which has not been paid.  Except as set forth in Section 2.12 of the
   Disclosure Schedule, there are no outstanding agreements or waivers extending
   the statutory period of limitations applicable to any Tax Returns required to
   be filed by CT or CTF.

             (b)  None of Sellers has any tax liability which could result in
   any Lien hereafter being imposed on any of the Shares.

             (c)  As used in this Agreement, "Taxes" is defined to include all
   taxes, charges, fees, levies or other assessments imposed by any Federal,
   state, local or foreign Taxing Authority, including, without limitation,
   income, capital, excise, property, sales, transfer, employment, payroll,
   withholding and franchise taxes and all interest, penalties or additions
   attributable to or imposed on or with respect to such assessments.

             (d)  As used in this Agreement, "Tax Return" is defined as any
   return, report, information return, or other document (including any related

                                       - 7 -

   or supporting information) filed or required to be filed with any Federal,
   state, local, or foreign Taxing Authority in connection with the
   determination, assessment or collection of any Tax or the administration of
   any laws, regulations or administrative requirements relating to Taxes.

             Section 2.13  Employee Benefit Plans.  (a) List of Plans.  Set
   forth in Section 2.13 of the Disclosure Schedule is a true and complete list
   of all domestic and foreign:  (i) "employee benefit plans," within the
   meaning of Section 3(3) of the Employee Retirement Income Act of 1974, as
   amended from time to time, and the rules and regulations promulgated
   thereunder ("ERISA"); (ii) bonus, stock option, stock purchase, restricted
   stock, incentive, profit-sharing, deferred compensation, active, retiree or
   former employee medical, life, disability or accident benefits (whether or
   not insured), accrued leave, vacation, sick pay, sick leave, supplemental
   retirement or unemployment benefit plans, programs, arrangements or
   practices; and (iii) employment, termination, and severance contracts or
   agreements, whether or not any such plans, programs, arrangements, contracts,
   agreements or practices (referred to in clause (i), (ii) or (iii)) are in
   writing or are otherwise exempt from the provisions of ERISA, established,
   maintained or contributed to (or with respect to which an obligation to
   contribute has been undertaken) by CT or CTF (including, for this purpose and
   for the purpose of all of the representations in this Section 2.13, all
   employers (whether or not incorporated) which by reason of common control are
   treated together with CT and CTF as a single employer within the meaning of
   Section 414 of the Code) since September 2, 1974 ("Employee Benefit Plans").

             (b)  Status of Plans.  Except as set forth in Section 2.13 of the
   Disclosure Schedule, each Employee Benefit Plan has at all times been
   maintained and operated in substantial compliance with its terms and the
   requirements of all applicable laws, including, without limitation, ERISA and
   the Code.  Except as set forth in Section 2.13 of the Disclosure Schedule, no
   complete or partial termination of any Employee Benefit Plan has occurred or
   is expected to occur.  Neither CT nor CTF has any commitment, or
   understanding to create, modify or terminate any Employee Benefit Plan. 
   Except as required by applicable law, no condition or circumstance exists
   that would prevent the amendment or termination of any Employee Benefit
   Plan. No event has occurred and no condition or circumstance has existed
   that could result in a material increase in the benefits under or the 
   expense of maintaining any Employee Benefit Plan from the level of 
   benefits or expense incurred for the most current fiscal year thereof.

                                       - 8 -

   Except as set forth in Section 2.13 of the Disclosure Schedule, neither
   CT nor CTF (i) is or has ever been a party to, contributed to, or had a legal
   obligation with respect to a multiemployer plan, as defined in Section
   4001(a)(3) of ERISA, or (ii) is a party to, or maintains or contributes to,
   any employee benefit plan subject to Title IV of ERISA and/or Section 412
   of the Code.

             (c)  Liabilities.  No Employee Benefit Plan subject to Section 412
   or 418B of the Code or Section 302 of ERISA has incurred any accumulated
   funding deficiency within the meaning of Section 412 or 418B of the Code or
   Section 302 of ERISA, respectively, or has applied for or obtained a waiver
   from the IRS of any minimum funding requirement under Section 412 of the
   Code.  Neither CT nor CTF has incurred any liability to the Pension Benefit
   Guaranty Corporation ("PBGC") in connection with any Employee Benefit Plan
   covering any employees or former employees of CT or CTF, including any
   liability under Section 4069 or 4212(c) of ERISA or any penalty imposed under
   Section 4071 of ERISA, or ceased operations at any facility or withdrawn from
   any such Employee Benefit Plan in a manner which could subject it to
   liability under Section 4062, 4063 or 4064 of ERISA, or knows of any facts or
   circumstances that might give rise to any liability of CT or CTF to the PBGC
   under Title IV of ERISA that could reasonably be anticipated to result in any
   claims being made against Burnup by the PBGC.

             Neither CT nor CTF maintains any Employee Benefit Plan which is a
   "group health plan" (as such term is defined in Section 5000(b)(1) of the
   Code) that has not been administered and operated in all respects in
   compliance with the applicable requirements of Section 601 of ERISA and
   Section 4980B(f) of the Code and neither CT nor CTF is subject to any
   liability, including, without limitation, additional contributions, fines,
   penalties or loss of tax deduction as a result of such administration and
   operation.  Neither CT nor CTF maintains any Employee Benefit Plan (whether
   qualified or nonqualified within the meaning of Section 401(a) of the Code)
   providing for retiree health and/or life benefits and having unfunded
   liabilities.  Neither CT nor CTF maintains any Employee Benefit Plan which is
   an "employee welfare benefit plan" (as such term is defined in Section 3(1)
   of ERISA) that has provided any "disqualified benefit" (as such term is
   defined in Section 4976(b) of the Code) with respect to which an excise tax
   could be imposed.




                                       - 9 -

             Neither CT nor CTF has any unfunded liabilities pursuant to any
   Employee Benefit Plan that is not intended to be qualified under Section
   401(a) of the Code.

             Neither CT nor CTF has incurred any liability for any tax or excise
   tax arising under Section 4977, 4978, 4978B, 4979, 4980 or 4980B of the Code,
   and no event has occurred and no condition or circumstance has existed that
   could give rise to any such liability.

             There are no actions, suits or claims pending, or, to the best
   knowledge of Sellers, threatened, anticipated or expected to be asserted
   against any Employee Benefit Plan or the assets of any such plan (other than
   routine claims for benefits and appeals of denied routine claims).  No civil
   or criminal action brought pursuant to the provisions of Title I, Subtitle B,
   Part 5 of ERISA is pending, threatened, anticipated, or expected to be
   asserted against CT or CTF or any fiduciary of any Employee Benefit Plan, in
   any case with respect to any Employee Benefit Plan.  No Employee Benefit Plan
   or any fiduciary thereof has been the direct or indirect subject of an audit,
   investigation or examination by any governmental or quasi-governmental
   agency.

             (d)  Contributions.  Full payment has been made of all amounts
   which CT or CTF is required, under applicable law or under any Employee
   Benefit Plan or any agreement relating to any Employee Benefit Plan to which
   CT or CTF is a party, to have paid as contributions thereto as of the last
   day of the most recent fiscal year of such Employee Benefit Plan ended prior
   to the date hereof.  All such contributions have been fully deducted for
   income tax purposes and no such deduction has been challenged or disallowed
   by any governmental entity, and to the best knowledge of Sellers, no event
   has occurred and no condition or circumstance has existed that could give
   rise to any such challenge or disallowance.  CT and CTF have made adequate
   provision for reserves to meet contributions that have not been made because
   they are not yet due under the terms of any Employee Benefit Plan or related
   agreements.  Benefits under all Employee Benefit Plans are as represented and
   have not been increased subsequent to the date as of which documents have
   been provided.

             (e)  Tax Qualification.  Each Employee Benefit Plan intended to be
   qualified under Section 401(a) of the Code has been determined to be so
   qualified by the IRS.  Each trust established in connection with any Employee

                                       - 10 -

   Benefit Plan which is intended to be exempt from Federal income taxation
   under Section 501(a) of the Code has been determined to be so exempt by the
   IRS.  Since the date of each most recent determination referred to in this
   paragraph (e), no event has occurred and no condition or circumstance has
   existed that resulted or is likely to result in the revocation of any such
   determination or that could adversely affect the qualified status of any such
   Employee Benefit Plan or the exempt status of any such trust.

             (f)  Transactions.  Neither CT nor CTF nor any of their respective
   directors, officers, employees or, to the best knowledge of Sellers, other
   Persons who participate in the operation of any Employee Benefit Plan or
   related trust or funding vehicle, has engaged in any transaction with respect
   to any Employee Benefit Plan or breached any applicable fiduciary respon-
   sibilities or obligations under Title I of ERISA that would subject any of
   them to a tax, penalty or liability for prohibited transactions under ERISA
   or the Code or would result in any claim being made under, by or on behalf of
   any such Employee Benefit Plan by any Person with standing to make such
   claim.

             (g)  Triggering Events.  The execution and delivery of this
   Agreement and the consummation of the transactions contemplated hereby, do
   not constitute a triggering event under any Employee Benefit Plan, policy,
   arrangement, statement, commitment or agreement, whether or not legally
   enforceable, which (either alone or upon the occurrence of any additional or
   subsequent event) will or may result in any payment (whether of severance pay
   or otherwise), acceleration, vesting or increase in benefits to any employee
   or former employee or director of CT or CTF.  Except as set forth in Section
   2.13 of the Disclosure Schedule, no Employee Benefit Plan provides for the
   payment of severance benefits upon the termination of an employee's
   employment.

             (h)  Documents.  Sellers have delivered or caused to be delivered
   to Burnup and their counsel true and complete copies of all material
   documents in connection with each Employee Benefit Plan, including, without
   limitation (where applicable):  (i) all Employee Benefit Plans as in effect
   on the date hereof, together with all amendments thereto, including, in the
   case of any Employee Benefit Plan not set forth in writing, a written
   description thereof; (ii) all current summary plan descriptions, summaries of
   material modifications, and material communications; (iii) all current trust
   agreements, declarations of trust and other documents establishing other

                                       - 11 -

   funding arrangements (and all amendments thereto and the latest financial
   statements thereof); (iv) the most recent Internal Revenue Service
   determination letter obtained with respect to each Employee Benefit Plan
   intended to be qualified under Section 401(a) of the Code or exempt under
   Section 501(a) of the Code; (v) Form 5500 for each of the last three years
   for each Employee Benefit Plan required to file such Form; (vi) the most
   recently prepared financial statements; and (vii) all contracts relating to
   each Employee Benefit Plan, including, without limitation, service provider
   agreements, insurance contracts, annuity contracts, investment management
   agreements, subscription agreements, participation agreements, and
   recordkeeping agreements.

             Section 2.14  Employee Relations.  Except as set forth in Section
   2.14 of the Disclosure Schedule, neither CT nor CTF is a party to or subject
   to any collective bargaining agreements.  Except as set forth in Section 2.14
   of the Disclosure Schedule, no representation question exists respecting the
   employees of CT or CTF.  No controversies, disputes or proceedings are
   pending or threatened between CT or CTF, on the one hand, and their employees
   (singly or collectively), on the other hand.  CT and CTF currently comply in
   all material respects with the applicable laws, rules and regulations
   relating to employment and employment practices and have not and are not
   engaged in any unfair labor practice.  Except as set forth in Section 2.14 of
   the Disclosure Schedule, neither CT nor CTF have received any notice alleging
   the failure to comply in any material respect with any such laws, rules or
   regulations.

             Section 2.15  Material Agreements and Contracts.  Section 2.15 of
   the Disclosure Schedule contains a true and complete list of all written
   agreements, contracts, contract rights, guarantees and commitments, and all
   amendments thereto, to which either CT or CTF is a party and not disclosed in
   any other section of the Disclosure Schedule, which are material to the
   business of CT and CTF as presently conducted or the performance of which by
   any party thereto will involve consideration in an amount or fair market
   value in excess of $250,000.  Each such contract or agreement is in full
   force and effect, and, to the best knowledge of Sellers, no party to any such
   contract or other agreement is in default thereunder, nor does any event,
   occurrence, condition or act exist which, with the giving of notice, the
   lapse of time or the occurrence of any other event or condition, would
   constitute a default thereunder.


                                       - 12 -

             Section 2.16  Real Property; Leases.  Section 2.16 of the
   Disclosure Schedule lists all real property owned by CT or CTF (the "Owned
   Real Property") or leased by CT or CTF as lessee or lessor (the "Leased Real
   Property").  Except as set forth on Section 2.16, each of CT and CTF has good
   and marketable title to the Owned Real Property free and clear of all Liens
   other than such Liens as would not affect the marketability of such title. 
   All leases with respect to the Leased Real Property are in full force and
   effect.  Except as set forth in Section 2.16 of the Disclosure Schedule, CT
   and CTF are in compliance in all material respects with the terms of any such
   lease and, to the best knowledge of Sellers, there exists no default under
   each such lease or event, occurrence, condition or act which, with the giving
   of notice, the lapse of time or the occurrence of any other event or
   condition, would become a default under any such lease; and no waiver or
   indulgence has been granted by the lessor under any such lease.  Except as
   set forth in Section 2.16 of the Disclosure Schedule, neither CT nor CTF has
   received or been served with any notice of condemnation or other taking by
   way of eminent domain with respect to any of the Owned Real Property or
   Leased Real Property.  The current use by CT and CTF of the Owned Real
   Property and the Leased Real Property complies in all material respects with
   all applicable zoning laws and building ordinances. All buildings and
   structures owned or leased by CT or CTF are in good operating condition and
   in a state of good maintenance and repair, and are adequate and suitable in
   all material respects for the purposes for which they are presently used.

             Section 2.17  Title to and Condition of Certain Personal Property. 
   The personal property reflected in the balance sheet of each of CT and CTF at
   June 30, 1993, comprise all of the personal property owned by CT and CTF, as
   the case may be, and used in connection with the operation of their
   businesses (the "Personal Property") as now conducted, except for personal
   property sold or retired in the ordinary course of business consistent with
   past practice.  Except as set forth in Section 2.17 of the Disclosure
   Schedule, CT or CTF, as the case may be, has good and marketable title to all
   Personal Property free and clear of all Liens.  All such Personal Property is
   in good operating condition and in a state of good maintenance and repair,
   normal wear and tear excepted, and is adequate and suitable for the purposes
   for which it is presently used.

             Section 2.18  Insurance.  Section 2.18 of the Disclosure Schedule
   sets forth a true and complete list and brief description of all policies of
   insurance (including all bonding arrangements) owned or held by CT and CTF. 

                                       - 13 -

   Such policies, with respect to their amounts and types of coverage, are
   adequate to insure against all material risks to which CT or CTF is normally
   exposed in the operation of their businesses and against which it is
   customary to insure.  Since June 30, 1993, there has not been any material
   adverse change in the relationship between CT and CTF, on the one hand, and
   their respective insurers, on the other hand.

             Section 2.19  Environmental Matters.  Except as disclosed in
   Section 2.19 of the Disclosure Schedule, neither CT nor CTF has been alleged
   to be in violation of, or has been subject to any administrative or judicial
   proceeding pursuant to, any laws or regulations governing the generation,
   use, collection, discharge or disposal of Hazardous Materials (as defined
   below) either now or at any time during the past three years.  Except as
   disclosed in Section 2.19 of the Disclosure Schedule, each of CT and CTF has
   complied in all material respects with all Environmental Laws (as defined
   below) except those Environmental Laws the noncompliance with which would not
   have a material adverse effect on the financial condition of CT or CTF.  For
   purposes of this Section 2.19 and Section 3.19, "Hazardous Materials" shall
   mean materials defined as "hazardous substances", "hazardous wastes" or
   "solid wastes" in (i) the Comprehensive Environmental Response, Compensation
   and Liability Act of 1980, 42 U.S.C. Sections 9601-9657, and any amendments
   thereto ("CERCLA"), (ii) the Resource Conservation and Recovery Act, 42
   U.S.C. Sections 6901-6987 and any amendments thereto ("RCRA"), and (iii) any
   similar Federal, state or local environmental statute (together with CERCLA
   and RCRA, the "Environmental Laws").

             Section 2.20  Disclosure.  Neither this Agreement, nor any
   certificate delivered in accordance with the terms hereof nor any document or
   statement in writing which is delivered by or on behalf of Sellers to Burnup
   or any of their representatives or agents in connection with the transactions
   contemplated hereby, when taken as a whole, contains an untrue statement of a
   material fact, or omits to state any material fact necessary to make the
   statements contained herein or therein not misleading.

             Section 2.21  Finders' Fees.  There is no broker, finder or other
   intermediary which has been retained by, or is authorized to act on behalf
   of, CT, CTF or Sellers who might be entitled to any fee or commission from
   any Person in connection with the transactions contemplated by this
   Agreement.


                                       - 14 -

             Section 2.22  Licenses and Permits.  CT and CTF have obtained and
   maintain all licenses and permits required to be obtained or maintained by CT
   and CTF to operate their respective businesses in any material respect in the
   manner presently conducted.

             Section 2.23  Powers of Attorney and Suretyships.  Section 2.23 of
   the Disclosure Schedule contains a true and complete list showing (a) the
   names of all Persons holding powers of attorney from CT and CTF and a summary
   statement of the material terms thereof and (b) the names of all Persons
   standing in the position of surety to, or otherwise holding rights of
   subrogation against, CT and CTF under a performance, surety or other bond or
   similar instrument and a summary statement of the material terms thereof.

             Section 2.24  Intellectual Property.  Except as set forth in
   Section 2.24 of the Disclosure Schedule, CT and CTF own all right, title and
   interest in the Intellectual Property (as defined below) necessary to the
   operation of their respective businesses.  To the extent set forth in Section
   2.24 of the Disclosure Schedule, each item of Intellectual Property has been
   duly registered with, filed in, or issued by the appropriate domestic or
   foreign governmental agency, and each such registration, filing and issuance
   remains in full force and effect.  Except as set forth in Section 2.24 of the
   Disclosure Schedule, no claim adverse to the interests of CT and CTF in the
   Intellectual Property has been, to the best knowledge of Sellers, threatened
   or asserted, and no Person has infringed or otherwise violated CT's or CTF's
   rights in any of the Intellectual Property.  For purposes of this Section
   2.24 and Section 3.25, "Intellectual Property" means domestic and foreign
   patents and patent applications, registered and unregistered trademarks,
   service marks, trade names, registered and unregistered copyrights, computer
   programs, data bases, trade secrets and proprietary information.

             Section 2.25  Acquisition as Investment.  Each of Sellers is
   acquiring the Burnup Shares for his own account and for investment, and not
   with a view to, or for sale in connection with, any distribution of Burnup
   Shares.


                                    ARTICLE III
                           REPRESENTATIONS AND WARRANTIES
                                     OF BURNUP


                                       - 15 -

             Burnup represents and warrants to each Seller as of the date hereof
   and as of the Closing Date as follows:

             Section 3.1  Organization.  Burnup is a corporation duly organized,
   validly existing and in good standing under the laws of Delaware and has all
   requisite corporate power and authority to own, lease and operate its
   properties and to carry on its business as now being conducted.  Burnup is
   duly qualified or licensed and in good standing to do business in each
   jurisdiction in which the character or location of the property owned, leased
   or operated by it or the nature of the business conducted by it makes such
   qualification or licensing necessary.  Burnup has heretofore delivered to
   Sellers accurate and complete copies of the Certificate of Incorporation and
   By-Laws, as currently in effect, of Burnup.

             Section 3.2  Capitalization.  The authorized capital stock of
   Burnup consists solely of 25,000,000 shares of common stock, par value $.10
   per share, and 5,000,000 shares of preferred stock, par value $1.00 per share
   (the "Preferred Stock").  On September 1, 1993, there were 8,768,339 shares
   of common stock issued and outstanding and no shares of Preferred Stock
   issued and outstanding.  All the issued and outstanding shares of common
   stock are validly issued, fully paid and nonassessable.  Except as set forth
   in Section 3.2 of the disclosure schedule delivered by Burnup to Sellers
   dated the date hereof (the "Burnup Disclosure Schedule") and the Burnup SEC
   Reports (as defined in Section 3.6), there are no preemptive rights,
   subscriptions, options, warrants, puts, calls, rights, exchangeable or
   convertible securities or other agreements or commitments of any character
   obligating Burnup to issue, transfer, sell, purchase or redeem any of its
   securities.  Except as set forth in Section 3.2 of the Burnup Disclosure
   Schedule and the Burnup SEC Reports, since July 31, 1993, Burnup has not
   issued any shares of its capital stock or any other securities exchangeable
   or exercisable for or convertible into shares of capital stock of Burnup,
   except shares issuable upon the exercise of the options described in
   Section 3.2 of the Burnup Disclosure Schedule.

             Upon approval by the Board of Directors of Burnup, the Burnup
   Shares to be issued on the Closing Date will be reserved for issuance in
   accordance with the provisions of this Agreement.  Upon issuance and delivery
   to Sellers in accordance with this Agreement, the Burnup Shares shall
   constitute legally and validly authorized and issued, fully paid and
   nonassessable shares, free and clear of all Liens.

                                       - 16 -

             Section 3.3  Subsidiaries and Investments.  All direct or indirect
   subsidiaries of Burnup (each, a "Burnup Subsidiary" and together, the "Burnup
   Subsidiaries") and all equity investments of Burnup or any Burnup Subsidiary
   in any other Person are set forth in Section 3.3 of the Burnup Disclosure
   Schedule.  Each Burnup Subsidiary is a corporation duly organized, validly
   existing and in good standing under the laws of its jurisdiction of
   incorporation (as set forth in such Schedule), has all requisite corporate
   power to own, lease and operate its properties and to carry on its business
   as now conducted and is duly qualified or licensed to do business as a
   foreign corporation and is in good standing in each jurisdiction in which the
   character or location of the property owned, leased or operated by it or the
   nature of the business conducted by it make such qualification or licensing
   necessary, except where the lack of such qualification or licensing would not
   have a material adverse effect on the financial condition of Burnup and the
   Burnup Subsidiaries, taken as a whole.  Burnup has heretofore delivered to CT
   and CTF accurate and complete copies of the Certificate of Incorporation and
   By-Laws, as currently in effect, of each of the Burnup Subsidiaries.

             Section 3.4  Authority Relative to this Agreement.  Subject to
   approval by the Board of Directors and stockholders of Burnup, Burnup has
   full corporate power and authority to execute and deliver this Agreement and
   to consummate the transactions contemplated hereby.  Upon approval by the
   Board of Directors and stockholders of Burnup, the execution and delivery of
   this Agreement and the consummation of the transactions contemplated hereby
   will be duly and validly authorized by Burnup and no other corporate
   proceedings on the part of Burnup will be necessary to authorize this
   Agreement or to consummate the transactions so contemplated.  Upon such
   approval, this Agreement will be duly and validly executed and delivered by
   Burnup and will constitute a valid and binding agreement of Burnup,
   enforceable against it in accordance with its terms.

             Section 3.5  Consents and Approvals; No Violations.  Except for
   applicable requirements of the Securities Exchange Act of 1934, as amended
   (the "Exchange Act") and the HSR Act and, except as set forth in Section 3.5
   of the Burnup Disclosure Schedule, no filing with, and no permit,
   authorization, consent or approval of, any Governmental Entity, is necessary
   in connection with the execution and delivery by Burnup of this Agreement or
   the consummation by Burnup of the transactions contemplated by this
   Agreement.  Except as set forth in Section 3.5 of the Burnup Disclosure
   Schedule, neither the execution and delivery of this Agreement by Burnup, nor

                                       - 17 -

   the consummation by Burnup of the transactions contemplated hereby or by the
   NBC Agreement (as defined in Section 7.1(d)) nor compliance with any of the
   provisions hereof or thereof will (i) conflict with or result in any breach
   of any provision of the Certificate of Incorporation or By-Laws of Burnup,
   (ii) result in a violation or breach of, or constitute (with or without due
   notice or lapse of time or both) a default (or give rise to any right of
   termination, cancellation or acceleration) under or require consent under,
   any of the terms, conditions or provisions of any note, bond, mortgage,
   indenture, license, contract, agreement or other instrument or obligation to
   which Burnup is a party or by which it or any of its properties or assets may
   be bound or (iii) subject to making the filings and obtaining the permits,
   authorizations, consents and approvals referred to in the preceding sentence,
   violate any order, writ, injunction, decree, statute, treaty, rule or
   regulation applicable to Burnup, or any of its properties or assets.

             Section 3.6  Reports.  Burnup has filed all required forms, reports
   and documents with the Securities and Exchange Commission ("SEC") for its
   immediately preceding three fiscal years and the period ended July 31, 1993
   (collectively, the "Burnup SEC Reports"), all of which, when filed, complied
   in all material respects with all applicable requirements of the Securities
   Act (as defined in clause (a) of Article VI) and the Exchange Act and the
   rules and regulations promulgated thereunder.  None of the Burnup SEC
   Reports, when made, contained any untrue statement of a material fact or
   omitted to state a material fact required to be stated therein or necessary
   to make the statements therein not misleading.  Except as set forth in
   Section 3.6 of the Burnup Disclosure Schedule, and except as set forth in the
   Burnup SEC Reports, each of the balance sheets (including the related notes)
   included in the Burnup SEC Reports fairly presents the consolidated financial
   position of Burnup and the Burnup Subsidiaries as of the respective dates
   thereof, and the other related statements (including the related notes)
   included therein fairly present the consolidated results of operations and
   the changes in consolidated financial position of Burnup and the Burnup
   Subsidiaries for the respective periods indicated therein, except, in the
   case of interim financial statements, for year-end audit adjustments,
   consisting only of normal recurring accruals which individually and in the
   aggregate are not material.  Except as set forth in the Burnup SEC Reports,
   each of the financial statements (including the related notes) included in
   the Burnup SEC Reports has been prepared in accordance with generally
   accepted accounting principles consistently applied during the periods
   involved, except as otherwise noted therein.  Burnup has maintained its books

                                       - 18 -

   of account in the usual, regular and ordinary manner in accordance with
   generally accepted accounting principles applied on a consistent basis. 
   Except as set forth in Section 3.6 of the Burnup Disclosure Schedule, since
   July 31, 1993, no material adverse change has occurred in the assets or
   liabilities, condition, financial or otherwise, or business or in the results
   of operations or prospects of Burnup and the Burnup Subsidiaries, taken as a
   whole.

             Section 3.7  No Undisclosed Liabilities.  Except as and to the
   extent set forth in Burnup's audited balance sheet for the fiscal year ended
   April 30, 1993 and the unaudited July 31, 1993 balance sheet (the "Burnup
   Balance Sheets"), neither Burnup nor any of the Burnup Subsidiaries had at
   April 30, 1993 or July 31, 1993 any material liabilities required by
   generally accepted accounting principles to be reflected on a consolidated
   balance sheet of Burnup and the Burnup Subsidiaries.  Except as and to the
   extent set forth in Section 3.7 of the Burnup Disclosure Schedule or
   disclosed in the Burnup Balance Sheets, neither Burnup nor any Burnup
   Subsidiary has incurred any liabilities (absolute, accrued, contingent or
   otherwise) since July 31, 1993, except liabilities incurred in the ordinary
   course of business consistent with past practice, or in connection with
   effecting the transactions contemplated hereby.

             Section 3.8  Information in Disclosure Documents.  None of the
   information included or incorporated by reference in the Proxy Statement
   (other than information supplied in writing by or on behalf of Sellers in
   accordance with Section 2.8) will, at the time it is mailed to stockholders
   of Burnup and at the time of the meeting of stockholders of Burnup to be held
   for the purpose of voting upon the Acquisition or any adjournment of such
   meeting, contain any untrue statement of a material fact or omit to state any
   material fact required to be stated therein or necessary to make the
   statements therein not misleading.  The Proxy Statement will comply in all
   material respects with the provisions of the Exchange Act and the rules and
   regulations thereunder, except that no representation is made by Burnup with
   respect to statements made therein based on information supplied by or on
   behalf of any Seller in writing for inclusion or incorporation by reference
   in the Proxy Statement.

             Section 3.9  No Default.  Except as set forth in the Burnup SEC
   Reports or Section 3.9 of the Burnup Disclosure Schedule, neither Burnup nor
   any Burnup Subsidiary is in default or violation (and no event has occurred

                                       - 19 -

   which, with the giving of notice, the lapse of time or the occurrence of any
   other event, would constitute a default or violation) of any term, condition
   or provision of (i) its Certificate of Incorporation or By-Laws, (ii) any
   note, bond, mortgage, indenture or other obligation to which Burnup or any
   Burnup Subsidiary is a party or by which it or any of its properties or
   assets may be bound or (iii) any order, writ, injunction, decree, statute,
   rule or regulation applicable to Burnup or any Burnup Subsidiary.

             Section 3.10  Litigation.  Except as disclosed in the Burnup SEC
   Reports or in Section 3.10 of the Burnup Disclosure Schedule, there is no
   action, suit, administrative, judicial or arbitral proceeding, review or
   investigation pending or, to the best knowledge of Burnup, threatened, at law
   or in equity, or before any Governmental Entity, which, if adversely
   determined, could involve a liability to Burnup or any Burnup Subsidiary in
   excess of $200,000, or which could materially and adversely affect the right
   or ability of Burnup or any Burnup Subsidiary to carry on its businesses as
   now conducted or to consummate the transactions contemplated hereby.

             Section 3.11  Compliance with Applicable Law.  Except as set forth
   in Section 3.11 of the Burnup Disclosure Schedule, neither Burnup nor any
   Burnup Subsidiary is in violation of, or has violated within the last three
   years, any applicable provisions of any laws (including, without limitation,
   Federal and state securities law), statutes, ordinances or regulations in any
   material respect or any term of any judgment, decree, injunction or order
   outstanding against them, or any of them, which violation would have a
   material adverse effect on the financial condition of Burnup and the Burnup
   Subsidiaries, taken as a whole.

             Section 3.12  Taxes.  Except as set forth in Section 3.12 of the
   Burnup Disclosure Schedule, Burnup and each of the Burnup Subsidiaries have
   filed with the appropriate Governmental Entities, within the times and in the
   manner required by law, all Tax Returns required to be filed by or with
   respect to them and each of them and have maintained all required records
   with respect to Taxes.  Such Tax Returns reflect accurately all liability for
   Taxes of Burnup and the Burnup Subsidiaries for the periods covered thereby. 
   With respect to all taxable periods prior to the date hereof, except as set
   forth in Section 3.12 of the Burnup Disclosure Schedule, Burnup and each
   Burnup Subsidiary have paid all Taxes shown to be due on their Tax Returns
   and all Taxes required to be paid on an estimated or installment basis to the
   IRS or any other Taxing Authority and, to the extent required by generally

                                       - 20 -

   accepted accounting principles, have set up adequate accruals on the Burnup
   Balance Sheets for the payment of all Taxes which have accrued but are not
   yet payable by them or any of them.  Neither Burnup nor any Burnup Subsidiary
   has any tax liabilities which could result in any Lien hereafter being
   imposed on any of its assets.  There are no Liens with respect to Taxes upon
   any of the properties or assets, real, personal or mixed, tangible or
   intangible of Burnup or any Burnup Subsidiary, except Liens for current Taxes
   not yet due.  Except as set forth in Section 3.12 of the Burnup Disclosure
   Schedule, there are no audits of any Tax Returns of Burnup or any Burnup
   Subsidiary by any Taxing Authority currently in progress.  Except as
   disclosed in Section 3.12 of the Burnup Disclosure Schedule, neither Burnup
   nor any Burnup Subsidiary has received any written notice of deficiency or
   assessment or proposed deficiency or assessment from any Taxing Authority
   which has not been paid.  Except as set forth in Section 3.12 of the Burnup
   Disclosure Schedule, there are no outstanding agreements or waivers extending
   the statutory period of limitations applicable to any Tax Returns required to
   be filed by Burnup or any Burnup Subsidiary.

             Section 3.13  Burnup Employee Benefit Plans.  (a) List of Plans. 
   Set forth in Section 3.13 of the Burnup Disclosure Schedule is a true and
   complete list of all domestic and foreign:  (i) "employee benefit plans,"
   within the meaning of Section 3(3) of ERISA; (ii) bonus, stock option, stock
   purchase, restricted stock, incentive, profit-sharing, deferred compensation,
   active, retiree or former employee medical, life, disability or accident
   benefits (whether or not insured), accrued leave, vacation, sick pay, sick
   leave, supplemental retirement or unemployment benefit plans, programs,
   arrangements or practices; and (iii) employment, termination, and severance
   contracts or agreements, whether or not any such plans, programs,
   arrangements, contracts, agreements or practices (referred to in clause (i),
   (ii) or (iii)) are in writing or are otherwise exempt from the provisions of
   ERISA, established, maintained or contributed to (or with respect to which an
   obligation to contribute has been undertaken) by Burnup or any Burnup
   Subsidiary (including, for this purpose and for the purpose of all of the
   representations in this Section 3.13, all employers (whether or not incor-
   porated) which by reason of common control are treated together with Burnup
   or any Burnup Subsidiary as a single employer within the meaning of Section
   414 of the Code) since September 2, 1974 ("Burnup Employee Benefit Plan").

             (b)  Status of Plans.  Except as set forth in Section 3.13 of the
   Burnup Disclosure Schedule, each Burnup Employee Benefit Plan has at all

                                       - 21 -

   times been maintained and operated in substantial compliance with its terms
   and the requirements of all applicable laws, including, without limitation,
   ERISA and the Code.  Except as set forth in Section 3.13, no complete or
   partial termination of any Burnup Employee Benefit Plan has occurred or is
   expected to occur.  Neither Burnup nor any Burnup Subsidiary has any
   commitment, or understanding to create, modify or terminate any Burnup
   Employee Benefit Plan.  Except as required by applicable law, no condition or
   circumstance exists that would prevent the amendment or termination of any
   Burnup Employee Benefit Plan.  No event has occurred and no condition or
   circumstance has existed that could result in a material increase in the
   benefits under or the expense of maintaining any Burnup Employee Benefit Plan
   from the level of benefits or expense incurred for the 1993 Fiscal Year. 
   Neither Burnup nor any Burnup Subsidiary (i) is or has ever been a party to,
   contributed to, or had a legal obligation with respect to a multiemployer
   plan, as defined in Section 4001(a)(3) of ERISA, or (ii) is a party to, or
   maintains or contributes to, any employee benefit plan subject to Title IV of
   ERISA and/or Section 412 of the Code.

             (c)  Liabilities.  No Burnup Employee Benefit Plan subject to
   Section 412 or 418B of the Code or Section 302 of ERISA has incurred any
   accumulated funding deficiency within the meaning of Section 412 or 418B of
   the Code or Section 302 of ERISA, respectively, or has applied for or
   obtained a waiver from the IRS of any minimum funding requirement under
   Section 412 of the Code.  Neither Burnup nor any Burnup Subsidiary has
   incurred any liability to the PBGC in connection with any Burnup Employee
   Benefit Plan covering any employees or former employees of Burnup or any
   Burnup Subsidiary, including any liability under Section 4069 or 4212(c) of
   ERISA or any penalty imposed under Section 4071 of ERISA, or ceased
   operations at any facility or withdrawn from any such Burnup Employee Benefit
   Plan in a manner which could subject it to liability under Section 4062, 4063
   or 4064 of ERISA, or knows of any facts or circumstances that might give rise
   to any liability of Burnup or any Burnup Subsidiary to the PBGC under Title
   IV of ERISA that could reasonably be anticipated to result in any claims
   being made against Sellers or CT and CTF by the PBGC.

             Neither Burnup nor any Burnup Subsidiary maintains any Burnup
   Employee Benefit Plan which is a "group health plan" (as such term is defined
   in Section 5000(b)(1) of the Code) that has not been administered and
   operated in all respects in compliance with the applicable requirements of
   Section 601 of ERISA and Section 4980B(f) of the Code and neither Burnup nor

                                       - 22 -

   any Burnup Subsidiary is subject to any liability, including, without
   limitation, additional contributions, fines, penalties or loss of tax
   deduction as a result of such administration and operation.  Except as set
   forth in Section 3.13 of the Burnup Disclosure Statement, neither Burnup nor
   any Burnup Subsidiary maintains any Burnup Employee Benefit Plan (whether
   qualified or nonqualified within the meaning of Section 401(a) of the Code)
   providing for retiree health and/or life benefits and having unfunded
   liabilities.  Except as set forth in Section 3.13 of the Burnup Disclosure
   Schedule, neither Burnup nor any Burnup Subsidiary maintains any Burnup
   Employee Benefit Plan which is an "employee welfare benefit plan" (as such
   term is defined in Section 3(1) of ERISA) that has provided any "disqualified
   benefit" (as such term is defined in Section 4976(b) of the Code) with
   respect to which an excise tax could be imposed.

             Except as set forth in Section 3.10 of the Burnup Disclosure
   Schedule, neither Burnup nor any Burnup Subsidiary has any unfunded
   liabilities pursuant to any Burnup Employee Benefit Plan that is not intended
   to be qualified under Section 401(a) of the Code.

             Neither Burnup nor any Burnup Subsidiary has incurred any liability
   for any tax or excise tax arising under Section 4977, 4978, 4978B, 4979, 4980
   or 4980B of the Code, and no event has occurred and no condition or
   circumstance has existed that could give rise to any such liability.

             Except as set forth in Section 3.13 of the Burnup Disclosure
   Schedule, there are no actions, suits or claims pending, or, to the best
   knowledge of Burnup, threatened, anticipated or expected to be asserted
   against any Burnup Employee Benefit Plan or the assets of any such plan
   (other than routine claims for benefits and appeals of denied routine
   claims).  No civil or criminal action brought pursuant to the provisions of
   Title I, Subtitle B, Part 5 of ERISA is pending, threatened, anticipated, or
   expected to be asserted against Burnup or any Burnup Subsidiary or any
   fiduciary of any Burnup Employee Benefit Plan, in any case with respect to
   any Burnup Employee Benefit Plan.  No Burnup Employee Benefit Plan or any
   fiduciary thereof has been the direct or indirect subject of an audit,
   investigation or examination by any governmental or quasi-governmental
   agency.

             (d)  Contributions.  Full payment has been made of all amounts
   which Burnup or any Burnup Subsidiary is required, under applicable law or

                                       - 23 -

   under any Burnup Employee Benefit Plan or any agreement relating to any
   Burnup Employee Benefit Plan to which Burnup or any Burnup Subsidiary is a
   party, to have paid as contributions thereto as of the last day of the most
   recent fiscal year of such Burnup Employee Benefit Plan ended prior to the
   date hereof.  All such contributions have been fully deducted for income tax
   purposes and no such deduction has been challenged or disallowed by any
   governmental entity, and to the best knowledge of Burnup, no event has
   occurred and no condition or circumstance has existed that could give rise to
   any such challenge or disallowance.  Burnup and the Burnup Subsidiaries have
   made adequate provision for reserves to meet contributions that have not been
   made because they are not yet due under the terms of any Burnup Employee
   Benefit Plan or related agreements.  Benefits under all Burnup Employee
   Benefit Plans are as represented and have not been increased subsequent to
   the date as of which documents have been provided.

             (e)  Tax Qualification.  Each Burnup Employee Benefit Plan intended
   to be qualified under Section 401(a) of the Code has been determined to be so
   qualified by the IRS.  Each trust established in connection with any Burnup
   Employee Benefit Plan which is intended to be exempt from Federal income
   taxation under Section 501(a) of the Code has been determined to be so exempt
   by the IRS.  Since the date of each most recent determination referred to in
   this paragraph (e), no event has occurred and no condition or circumstance
   has existed that resulted or is likely to result in the revocation of any
   such determination or that could adversely affect the qualified status of any
   such Burnup Employee Benefit Plan or the exempt status of any such trust.

             (f)  Transactions.  Neither Burnup nor any Burnup Subsidiary nor
   any of their respective directors, officers, employees or, to the best
   knowledge of Burnup, other Persons who participate in the operation of any
   Burnup Employee Benefit Plan or related trust or funding vehicle, has engaged
   in any transaction with respect to any Burnup Employee Benefit Plan or
   breached any applicable fiduciary responsibilities or obligations under Title
   I of ERISA that would subject any of them to a tax, penalty or liability for
   prohibited transactions under ERISA or the Code or would result in any claim
   being made under, by or on behalf of any such Burnup Employee Benefit Plan by
   any Person with standing to make such claim.

             (g)  Triggering Events.  The execution and delivery of this
   Agreement and the consummation of the transactions contemplated hereby, do
   not constitute a triggering event under any Burnup Employee Benefit Plan,

                                       - 24 -

   policy, arrangement, statement, commitment or agreement, whether or not
   legally enforceable, which (either alone or upon the occurrence of any
   additional or subsequent event) will or may result in any payment (whether of
   severance pay or otherwise), acceleration, vesting or increase in benefits to
   any employee or former employee or director of Burnup or any Burnup Subsid-
   iary.  Except as set forth in Section 3.13 of the Burnup Disclosure Schedule,
   no Burnup Employee Benefit Plan provides for the payment of severance
   benefits upon the termination of an employee's employment.

             (h)  Documents.  Burnup has delivered or caused to be delivered to
   Sellers and their counsel true and complete copies of all material documents
   in connection with each Burnup Employee Benefit Plan, including, without
   limitation (where applicable):  (i) all Burnup Employee Benefit Plans as in
   effect on the date hereof, together with all amendments thereto, including,
   in the case of any Burnup Employee Benefit Plan not set forth in writing, a
   written description thereof; (ii) all current summary plan descriptions,
   summaries of material modifications, and material communications; (iii) all
   current trust agreements, declarations of trust and other documents
   establishing other funding arrangements (and all amendments thereto and the
   latest financial statements thereof); (iv) the most recent Internal Revenue
   Service determination letter obtained with respect to each Burnup Employee
   Benefit Plan intended to be qualified under Section 401(a) of the Code or
   exempt under Section 501(a) of the Code; (v) Form 5500 for each of the last
   three years for each Burnup Employee Benefit Plan required to file such Form;
   (vi) the most recently prepared financial statements; and (vii) all contracts
   relating to each Burnup Employee Benefit Plan, including, without limitation,
   service provider agreements, insurance contracts, annuity contracts,
   investment management agreements, subscription agreements, participation
   agreements, and recordkeeping agreements.

             Section 3.14  Employee Relations.  Except as set forth in Section
   3.14 of the Burnup Disclosure Schedule, neither Burnup nor any Burnup
   Subsidiary is a party to any employment agreement or collective bargaining
   agreement.  No representation question exists respecting the employees of
   Burnup or any Burnup Subsidiary.  No controversies, disputes or proceedings
   are pending or threatened between Burnup or any Burnup Subsidiary, on the one
   hand, and any of its employees (singly or collectively), on the other hand. 
   Burnup and the Burnup Subsidiaries currently comply in all material respects
   with all applicable laws, rules and regulations relating to employment or
   employment practices, and have not and are not engaged in any unfair labor

                                       - 25 -

   practice.  Except as set forth in Section 3.14 of the Burnup Disclosure
   Schedule, neither Burnup nor any Burnup Subsidiary has received any notice
   alleging that it has failed to comply in any material respect with any such
   laws, rules or regulations.

             Section 3.15  Material Agreements and Contracts.  Section 3.15 of
   the Burnup Disclosure Schedule lists all written agreements, contracts,
   contract rights, guarantees and  commitments and all amendments thereto, to
   which Burnup or any Burnup Subsidiary is a party and not disclosed in any
   other section of the Burnup Disclosure Schedule, which are material to the
   business of Burnup or any Burnup Subsidiary as presently conducted or the
   performance of which by any party thereto will involve consideration in an
   amount or fair market value in excess of $500,000.  Each such contract or
   other agreement is in full force and effect, and, to the best knowledge of
   Burnup, no party to any such contract or other agreement is in default
   thereunder nor does any event, occurrence, condition or act exist which, with
   the giving of notice, the lapse of time or the occurrence of any other event
   or condition, would constitute a default thereunder.

             Section 3.16  Real Property; Leases.  Section 3.16 of the Burnup
   Disclosure Schedule lists all real property owned by Burnup or any Burnup
   Subsidiary (the "Burnup Real Property") or leased by Burnup or any Burnup
   Subsidiary as lessee or lessor (the "Burnup Leased Property").  Except as set
   forth in Section 3.16 of the Burnup Disclosure Schedule, Burnup and/or one or
   more Burnup Subsidiaries, as the case may be, have good and marketable title
   to the Burnup Real Property free and clear of all Liens other than such Liens
   as would not affect the marketability of such title.  All leases with respect
   to the Burnup Leased Property are in full force and effect.  Except as set
   forth in Section 3.16 of the Burnup Disclosure Schedule, Burnup or the Burnup
   Subsidiaries are in compliance in all material respects with the terms of
   each such lease to which they or any of them is a party and, to the best
   knowledge of Burnup, there exists no default under each such lease or event,
   occurrence, condition or act which, with the giving of notice, the lapse of
   time or the occurrence of any other event or condition, would become a
   default under any such lease; and no waiver or indulgence has been granted by
   the lessor under any such lease.  Except as set forth in Section 3.16 of the
   Burnup Disclosure Schedule, neither Burnup nor any Burnup Subsidiary has
   received or been served with any notice of condemnation or other taking by
   way of eminent domain with respect to any of the Burnup Real Property or
   Burnup Leased Property.  The current use of the Burnup Real Property and the

                                       - 26 -

   Burnup Leased Property complies in all material respects with all applicable
   zoning laws and building ordinances.  All buildings and structures owned or
   leased by Burnup or any Burnup Subsidiary are in good operating condition and
   in a state of good maintenance and repair, and are adequate and suitable in
   all material respects for the purposes for which they are presently used.

             Section 3.17  Title to and Condition of Certain Personal Property. 
   The personal property reflected in the Burnup Balance Sheets comprise all of
   the personal property owned by Burnup and used in connection with the
   operation of the businesses of Burnup and the Burnup Subsidiaries (the
   "Burnup Personal Property") as now conducted, except for personal property
   sold or returned in the ordinary course of business consistent with past
   practice.  Except as set forth in Section 3.17 of the Burnup Disclosure
   Schedule, Burnup and the Burnup Subsidiaries have good and marketable title
   to all Burnup Personal Property free and clear of all Liens.  All such Burnup
   Personal Property is in good operating condition and in a state of good
   maintenance and repair, normal wear and tear excepted, and is adequate and
   suitable for the purposes for which it is presently used.

             Section 3.18  Insurance.  Section 3.18 of the Burnup Disclosure
   Schedule sets forth a true and complete list and brief description of all
   policies of insurance (including all bonding arrangements) owned or held by
   Burnup and the Burnup Subsidiaries.  Except as set forth in Section 3.18 of
   the Burnup Disclosure Schedule, Burnup and the Burnup Subsidiaries have set
   up adequate reserves since July 31, 1993, so that, including all coverage
   provided by all policies of insurance owned and held by Burnup and the Burnup
   Subsidiaries, Burnup and the Burnup Subsidiaries are insured or reserved
   against all material risks to which Burnup or any Burnup Subsidiary is
   normally exposed in the operation of their businesses and against which it is
   customary to insure.  Since July 31, 1993, there has not been any material
   adverse change in the relationship between Burnup or any Burnup Subsidiary,
   and their respective insurers.

             Section 3.19  Environmental Matters.  Except as disclosed in
   Section 3.19 of the Burnup Disclosure Schedule, neither Burnup nor any Burnup
   Subsidiary has been alleged to be in violation of, or has been subject to any
   administrative or judicial proceeding pursuant to, any laws or regulations
   governing the generation, use, collection, discharge or disposal of Hazardous
   Materials.  Except as disclosed in Section 3.19 of the Burnup Disclosure
   Schedule, each of Burnup and the Burnup Subsidiaries has complied in all

                                       - 27 -

   material respects with all Environmental Laws except for those Environmental
   Laws the noncompliance with which would not have a material adverse effect on
   Burnup and the Burnup Subsidiaries, taken as a whole.

             Section 3.20  Disclosure.  Neither this Agreement, nor any
   certificate delivered in accordance with the terms hereof nor any document or
   statement in writing which is delivered by or on behalf of Burnup or any
   Burnup Subsidiary to Sellers or any of their representatives or agents in
   connection with the transactions contemplated hereby, when taken as a whole,
   contains an untrue statement of a material fact, or omits to state any
   material fact necessary to make the statements contained herein or therein
   not misleading.

             Section 3.21  Finders' Fees.  There is no broker, finder or other
   intermediary which has been retained by or is authorized to act on behalf of,
   Burnup or any affiliate thereof who might be entitled to any fee or
   commission from any Person in connection with any of the transactions
   contemplated by this Agreement.

             Section 3.22  Licenses and Permits.  Burnup and each Burnup
   Subsidiary has obtained and maintains all licenses and permits required to be
   obtained or maintained by them or any of them to operate their respective
   businesses in any material respect in the manner presently conducted.

             Section 3.23  Powers of Attorney and Suretyships.  Section 3.23 of
   the Burnup Disclosure Schedule contains a true and complete list showing (a)
   the names of all Persons holding powers of attorney from Burnup or any of the
   Burnup Subsidiaries and a summary statement of the material terms thereof and
   (b) the names of all Persons standing in the position of surety to, or
   otherwise holding rights of subrogation against, Burnup or any of the Burnup
   Subsidiaries under a performance, surety or other bond or similar instrument
   and a summary statement of the material terms thereof.

             Section 3.24  Inventory.  The inventory reflected in the Burnup
   Balance Sheets, and those reflected on the books of Burnup and the Burnup
   Subsidiaries since the respective dates thereof are, except as set forth in
   Section 3.24 of the Burnup Disclosure Schedule, useable in the ordinary
   course of business or saleable in the ordinary course of business for at
   least the value at which such inventory is reflected on such Balance Sheets
   and books.

                                       - 28 -

             Section 3.25  Intellectual Property.  Except as set forth in
   Section 3.25 of the Burnup Disclosure Schedule, Burnup and each Burnup
   Subsidiary own all right, title and interest in all Intellectual Property
   necessary to the operation of their respective businesses.  To the extent set
   forth in Section 3.25 of the Burnup Disclosure Schedule, each item of
   Intellectual Property has been duly registered with, filed in, or issued by
   the appropriate domestic or foreign governmental agency, and each such
   registration, filing and issuance remains in full force and effect.  Except
   as set forth on Section 3.25 of the Burnup Disclosure Schedule, no claim
   adverse to the interests of Burnup and the Burnup Subsidiaries in the
   Intellectual Property has been, to the best knowledge of Burnup, threatened
   or asserted.  No Person has infringed or otherwise violated Burnup's or any
   Burnup Subsidiary's rights in any of the Intellectual Property.

             Section 3.26  Acquisition as Investment.  Burnup is acquiring the
   Shares for its own account and for investment, and not with a view to, or for
   sale in connection with, any distribution of the Shares.


                                     ARTICLE IV
                                COVENANTS OF SELLERS

             During the period from the date of this Agreement and continuing
   until the Closing Date (except as otherwise indicated), Sellers, jointly and
   severally, covenant to Burnup, except as contemplated or permitted by this
   Agreement or as Burnup shall otherwise consent in writing (which consent
   shall not be unreasonably denied):

             Section 4.1  Conduct of Business.  Each of CT and CTF shall carry
   on its businesses in the ordinary course consistent with past practice and
   use its best efforts to preserve intact its present business organization and
   preserve its relationships with its customers.

             Section 4.2  Dividends; Reclassification; and Redemptions.  Except
   as set forth in Section 4.2 of the Disclosure Schedule, neither CT nor CTF
   shall (i) declare, set aside or pay any dividend or other distribution
   (whether in cash, stock or property or any combination thereof) in respect of
   any of its capital stock, (ii) split, combine or reclassify any of its
   capital stock or issue or authorize the issuance of any other securities in


                                       - 29 -

   respect of, in lieu of or in substitution for shares of its capital stock, or
   (iii) repurchase, redeem or otherwise acquire any of its securities.

             Section 4.3  Issuance of Securities.  Neither CT nor CTF shall
   authorize for issuance, issue, sell, deliver or agree or commit to issue,
   sell or deliver (whether through the issuance or granting of options,
   warrants, commitments, subscriptions, rights to purchase or otherwise) any
   stock of any class or any other securities (including indebtedness having the
   right to vote) or equity equivalents (including, without limitation, stock
   appreciation rights), except upon the conversion or exercise of options,
   warrants and other rights currently outstanding, or amend any of the terms of
   any such securities or agreements in effect on the date hereof.

             Section 4.4  Articles of Incorporation and By-Laws.  Neither CT nor
   CTF shall amend its Articles of Incorporation or By-Laws.

             Section 4.5  Assets.  Neither CT nor CTF shall  acquire, sell,
   lease, encumber, transfer or dispose of any assets except in the ordinary
   course of business consistent with past practice.

             Section 4.6  Indebtedness.  Except as set forth in Section 4.6 of
   the Disclosure Schedule, neither CT nor CTF shall incur any indebtedness for
   borrowed money or guarantee any indebtedness except in the ordinary course of
   business in an aggregate amount not to exceed $250,000.  Neither CT nor CTF
   shall issue or sell any debt securities or warrants or rights to acquire any
   debt securities of CT or CTF or guarantee (or become liable for) any debt of
   others or make any loans, advances or capital contributions or mortgage,
   pledge or otherwise encumber any material assets or create or suffer any
   material Lien thereupon except to secure permitted indebtedness.

             Section 4.7  Payment of Liabilities.  Neither CT nor CTF shall pay,
   discharge or satisfy any claims, liabilities or obligations (absolute,
   accrued, contingent or otherwise), other than the payment, discharge or
   satisfaction in the ordinary course of business consistent with past practice
   of liabilities (i) reflected or reserved against in, or contemplated by, the
   financial statements (or the notes thereto) of CT and CTF as of June 30,
   1993, (ii) incurred in the ordinary course of business consistent with past
   practice since June 30, 1993, or (iii) incurred in connection with effecting
   the transactions contemplated by this Agreement.


                                       - 30 -

             Section 4.8  Accounting Practices.  Neither CT nor CTF shall change
   any of the accounting principles or practices used by it (except as required
   by generally accepted accounting principles).

             Section 4.9  Material Rights.  Neither CT nor CTF shall make or
   permit any amendment or termination of any material contract, agreement or
   license to which it is a party or by which its business may be bound
   otherwise than in the ordinary course of business consistent with past
   practice, or waive or release any material rights, whether or not in the
   ordinary course of business.

             Section 4.10  Capital Expenditures.  CT and CTF shall not make or
   commit to make capital expenditures in the aggregate exceeding $250,000.

             Section 4.11  Employee Benefit Plans.  Except as set forth in
   Section 4.11 of the Disclosure Schedule, neither CT nor CTF shall (i) enter
   into, adopt, amend or terminate any employee benefit plan or any agreement,
   arrangement, plan or policy between itself and one or more of its directors,
   executive officers or employees, except as may be required by applicable law
   or (ii) increase in any manner the compensation or fringe benefits of any
   director, officer or employee (other than increases made in the ordinary
   course of business consistent with past practice) or pay any benefit not
   required by any such plan or arrangement.

             Section 4.12  No Solicitations.  Sellers shall immediately cease
   and cause to be terminated any existing discussions or negotiations with any
   third parties conducted prior to the date hereof with respect to any merger,
   sale of a significant portion of the assets, recapitalization, sale of shares
   of capital stock or other extraordinary transaction (each, an "Acquisition
   Transaction") involving CT or CTF.  Sellers shall not, and shall use their
   best efforts to ensure that none of their affiliates, officers, directors,
   representatives or agents shall, directly or indirectly, solicit, initiate or
   encourage (including by way of furnishing information) any Person or group
   (including any third parties referred to in the first sentence of this
   Section 4.12) to pursue any Acquisition Transaction (other than the
   transactions contemplated by this Agreement), provided that such persons may
   participate in negotiations with or furnish information to a third party
   (pursuant to a confidentiality agreement in form acceptable to the Board of
   Directors of CT and CTF), if the Board of Directors determines upon written
   opinion of counsel that such actions are required pursuant to the exercise of

                                       - 31 -

   the Board's fiduciary duty under applicable law.  Sellers shall promptly
   advise Burnup of any such inquiries or proposals initiated by others
   regarding an Acquisition Transaction.

             Section 4.13  Access to Information.  During the period prior to
   the Closing Date, upon reasonable notice, CT and CTF shall afford to the
   officers, employees, accountants, counsel and other advisers of Burnup and
   the Burnup Subsidiaries (collectively "Representatives"), access, during
   normal business hours, to the officers, employees, accountants, counsel and
   other advisers of CT and CTF having knowledge of the operation of their
   businesses and to properties, books, contracts, commitments and records of CT
   and CTF; provided, however, that in conducting such activities, Burnup and
   the Burnup Subsidiaries shall not, and shall cause their Representatives not
   to, unduly interfere with the business and employees of CT and CTF.  During
   such period, each of CT and CTF shall furnish promptly to Burnup and its
   Representatives all information concerning their businesses, properties and
   personnel as Burnup may reasonably request.  Sellers also shall deliver to
   Burnup for inspection and copying by it and its Representatives, true and
   complete copies of all documents listed or described in the Disclosure
   Schedule, and all amendments, modifications, endorsements, and waivers
   thereof.

             Section 4.14  Books and Records.  Each of CT and CTF will maintain
   its books of account and records in the ordinary course of business
   consistent with past practice.

             Section 4.15  Insurance.  Each of CT and CTF will use its best
   efforts to maintain in full force and effect all polices of insurance now
   held by it or otherwise naming it as a beneficiary or a loss payee and shall
   inform Burnup of any notice of cancellation or non-renewal of any insurance
   policy or binder.

             Section 4.16  Leases.  Neither CT nor CTF will enter into any real
   property lease or any personal property leases pursuant to which payments may
   be made by or to CT and/or CTF in an amount exceeding $250,000 in the
   aggregate, except in the ordinary course of business consistent with past
   practice.

             Section 4.17  Compliance with Applicable Laws.  The business of
   each of CT and CTF will be conducted in compliance with all applicable laws,

                                       - 32 -

   ordinances, rules, regulations, decrees and orders of all Governmental
   Entities.

             Section 4.18  Inconsistent Actions.  Neither CT nor CTF shall take
   any action that would or is reasonably likely to result in any of its
   representations and warranties set forth in this Agreement being untrue on
   the Closing Date.

             Section 4.19  Notification.  Sellers shall promptly notify Burnup
   in writing if any Seller becomes aware of any misrepresentation, breach of
   warranty or non-fulfillment of any covenant made by CT or CTF and shall have
   a period of ten business days from the date on which such Seller became aware
   thereof to cure such defect; provided, however, that in no event shall the
   period for the cure of such defect extend beyond the Closing Date.

             Section 4.20  Retention of Shares.  Sellers shall not, prior to the
   Closing Date, sell, assign, transfer, pledge, encumber or otherwise dispose
   of any of the Shares (or any interest therein) nor grant any options or
   similar rights with respect to any of the Shares.

             Section 4.21  Best Efforts.  Subject to the terms and conditions of
   this Agreement, Sellers shall use their best efforts to take, or cause to be
   taken, all actions, and to do, or cause to be done, all things necessary,
   proper or advisable to consummate and make effective the transactions
   contemplated by this Agreement, including, without limitation, the prompt
   preparation and filing of all forms, registrations and notices required to be
   filed by Sellers, CT or CTF to consummate the transactions contemplated
   hereby and the taking of such actions as are necessary to obtain any
   requisite approvals, consents, orders, exemptions and waivers by any
   Governmental Entity or other third party.  Sellers shall promptly consult
   with Burnup with respect to, provide any necessary information with respect
   to and provide Burnup (or its counsel) copies of, all filings made by Sellers
   with any Governmental Entity in connection with this Agreement and the
   transactions contemplated hereby.  From and after the Closing Date, Sellers
   shall, from time to time, execute and deliver such further instruments of
   conveyance, assignment and transfer, and take or cause to be taken, such
   other action for the more effective conveyance, assignment and transfer of
   the Shares to Burnup and shall lend all reasonable assistance to Burnup to
   carry out the intentions and purposes of this Agreement.


                                       - 33 -

             Section 4.22  HSR Filings.  Sellers shall promptly prepare and file
   with the appropriate Governmental Entities all forms, applications and
   related material which may be required with respect to Sellers under the HSR
   Act in connection with the Acquisition and shall use their best efforts to
   obtain an early termination of the applicable waiting period.

             Section 4.23  Confidentiality.  CT and CTF shall use all non-public
   information delivered by or on behalf of Burnup or any Burnup Subsidiary to
   Sellers or any of Sellers' Representatives (as defined in Section 5.13)
   solely for the purpose of evaluating the Acquisition and shall not disclose
   such information to any other Person or use such information for any other
   purpose, except as required by applicable law or legal process, without the
   prior written consent of Burnup.  Sellers shall inform Sellers'
   Representatives of the confidential nature of such information and shall
   obtain the agreement of each such Sellers' Representative to maintain and use
   such confidential information in a manner consistent with the provisions of
   this Section 4.23.  If this Agreement is terminated, Sellers will, and will
   cause Sellers' Representatives to, destroy or deliver to Burnup all
   documents, work papers and other materials containing any non-public
   information furnished by Burnup, any Burnup Subsidiary or any of their
   Representatives, whether obtained before or after the date of execution
   hereof.


                                     ARTICLE V
                                COVENANTS OF BURNUP

             During the period from the date of this Agreement and continuing
   until the Closing Date (except as otherwise indicated), Burnup covenants to
   Sellers that, except as contemplated or permitted by this Agreement or as
   Sellers shall otherwise consent in writing (which consent shall not be
   unreasonably denied):

             Section 5.1  Conduct of Business.  Burnup and the Burnup
   Subsidiaries shall carry on their businesses in the ordinary course
   consistent with past practice and use their best efforts to preserve intact
   their present business organization and, except as otherwise set forth in
   Section 3.10 of the Burnup Disclosure Schedule, preserve their relationships
   with their customers.  


                                       - 34 -

             Section 5.2  Dividends; Reclassification; and Redemptions.  Except
   as set forth in Section 5.2 of the Burnup Disclosure Schedule, neither Burnup
   nor any Burnup Subsidiary shall (i) declare, set aside or pay any dividend or
   other distribution (whether in cash, stock or property or any combination
   thereof) in respect of any of its capital stock, (ii) split, combine or
   reclassify any of its capital stock or issue or authorize the issuance of any
   other securities in respect of, in lieu of or in substitution for shares of
   its capital stock, or (iii) repurchase, redeem or otherwise acquire any of
   its securities.

             Section 5.3  Issuance of Securities.  Neither Burnup nor any Burnup
   Subsidiary shall authorize for issuance, issue, sell, deliver or agree or
   commit to issue, sell or deliver (whether through the issuance or granting of
   options, warrants, commitments, subscriptions, rights to purchase or
   otherwise) any stock of any class or any other securities (including
   indebtedness having the right to vote) or equity equivalents (including,
   without limitation, stock appreciation rights), except as required pursuant
   to the agreements and instruments in effect on the date hereof, including the
   issuance of common stock upon the exercise of Burnup stock options
   outstanding on the date of this Agreement.

             Section 5.4  Certificate of Incorporation and By-Laws.  Neither
   Burnup nor any Burnup Subsidiary shall amend its Certificate of
   Incorporation, except to conform such document to Exhibit A attached hereto,
   or its By-Laws.

             Section 5.5  Assets.  Neither Burnup nor any Burnup Subsidiary
   shall sell, lease, encumber, transfer or dispose of any assets except in the
   ordinary course of business consistent with past practice.

             Section 5.6  Indebtedness.  Neither Burnup nor any Burnup
   Subsidiary shall incur any indebtedness for borrowed money or guarantee any
   indebtedness except in the ordinary course of business in an aggregate amount
   not to exceed $500,000.  Neither Burnup nor any Burnup Subsidiary shall issue
   or sell any debt securities or warrants or rights to acquire any debt
   securities of Burnup or any Burnup Subsidiary or guarantee (or become liable
   for) any debt of others or make any loans, advances or capital contributions
   or mortgage, pledge or otherwise encumber any material assets or create or
   suffer any material Lien thereupon except to secure permitted indebtedness.  


                                       - 35 -

             Section 5.7  Payment of Liabilities.  Burnup shall not pay,
   discharge or satisfy any claims, liabilities or obligations (absolute,
   accrued, contingent or otherwise), other than the payment, discharge or
   satisfaction in the ordinary course of business consistent with past practice
   of liabilities (i) reflected or reserved against in the financial statements
   of Burnup as of July 31, 1993, (ii) incurred in the ordinary course of
   business consistent with past practice since July 31, 1993, or (iii) incurred
   in connection with effecting the transactions contemplated by this Agreement.

             Section 5.8  Accounting Practices.  Neither Burnup nor any Burnup
   Subsidiary shall change any of the accounting principles or practices used by
   it (except as required by generally accepted accounting principles).

             Section 5.9  Capital Expenditures.  Except as set forth in Section
   5.9 of the Burnup Disclosure Schedule, Burnup and the Burnup Subsidiaries
   shall not make or commit to make capital expenditures (other than capitalized
   repairs) in the aggregate exceeding $500,000.

             Section 5.10  Material Rights.  Neither Burnup nor any Burnup
   Subsidiary shall make or permit any amendment or termination of any material
   contract, agreement or license to which it is a party or by which its
   business may be bound otherwise that in the ordinary course of business
   consistent with past practice, or waive or release any material rights,
   whether or not in the ordinary course of business.

             Section 5.11  Burnup Employee Benefit Plans.  Except as set forth
   in Section 5.11 of the Burnup Disclosure Schedule, neither Burnup nor any
   Burnup Subsidiary shall (i) enter into, adopt, amend or terminate any
   employee benefit plan or any agreement, arrangement, plan or policy between
   itself and one or more of its directors, executive officers or employees,
   except as may be required by applicable law or (ii) increase in any manner
   the compensation or fringe benefits of any director, officer or employee
   (other than increases made in the ordinary course of business consistent with
   past practice) or pay any benefit not required by any such plan or
   arrangement.

             Section 5.12  No Solicitations.  Burnup and the Burnup Subsidiaries
   shall immediately cease and cause to be terminated any existing discussions
   or negotiations with any third parties conducted prior to the date hereof
   with respect to any Acquisition Transaction involving Burnup or any Burnup

                                       - 36 -

   Subsidiary.  Burnup and the Burnup Subsidiaries shall not, and shall use
   their best efforts to ensure that none of their affiliates, officers,
   directors, representatives or agents shall, directly or indirectly, solicit,
   initiate or encourage (including by way of furnishing information) any Person
   or group (including any third parties referred to in the first sentence of
   this Section 5.12) to pursue any Acquisition Transaction (other than the
   transactions contemplated by this Agreement), provided that such persons may
   participate in negotiations with or furnish information to a third party
   (pursuant to a confidentiality agreement in form acceptable to the Board of
   Directors of Burnup), if the Board of Directors determines upon written
   opinion of counsel that such actions are required pursuant to the exercise of
   its fiduciary duty under applicable law.  Burnup shall promptly advise
   Sellers of any such inquiries or proposals initiated by others regarding an
   Acquisition Transaction.

             Section 5.13  Access to Information.  During the period from the
   date hereof to the Closing Date, upon reasonable notice, Burnup and the
   Burnup Subsidiaries shall afford to the officers, employees, accountants,
   counsel and other advisers of Sellers (collectively "Sellers'
   Representatives"), access, during normal business hours, to the officers,
   employees, accountants, counsel and other advisers of Burnup and the Burnup
   Subsidiaries and to all of the properties, books, contracts, commitments and
   records of Burnup and the Burnup Subsidiaries; provided, however, that in
   conducting such activities, Sellers shall not, and shall cause Sellers'
   Representatives not to, unduly interfere with the business and employees of
   Burnup and the Burnup Subsidiaries.  During such period, Burnup and the
   Burnup Subsidiaries shall furnish promptly to Sellers and Sellers'
   Representatives all information concerning their businesses, properties and
   personnel as Sellers may reasonably request.  Burnup also shall deliver to
   Sellers for inspection and copying by Sellers and Sellers' Representatives,
   true and complete copies of all documents listed or described in the Burnup
   Disclosure Schedule, and all amendments, modifications, endorsements, and
   waivers thereof.

             Section 5.14  Books and Records.  Burnup and the Burnup
   Subsidiaries shall maintain their books of account and records in the
   ordinary course of business consistent with past practice, and the minute
   books of each Burnup Subsidiary shall contain accurate records of all
   meetings of and corporate action taken by (including action taken by written
   consent) the stockholders and the Board of Directors thereof.

                                       - 37 -

             Section 5.15  Insurance.  Burnup and the Burnup Subsidiaries shall
   use their best efforts to maintain in full force and effect all policies of
   insurance now held by them or otherwise naming them as a beneficiary or a
   loss payee and shall inform Sellers of any notice of cancellation or non-
   renewal of any insurance policy or binder.

             Section 5.16  Leases.  Neither Burnup nor any Burnup Subsidiary
   shall enter into any real property lease or any personal property leases
   pursuant to which payments may be made by or to Burnup and/or any Burnup
   Subsidiary in an amount exceeding $500,000 in the aggregate, except in the
   ordinary course of business consistent with past practice.

             Section 5.17  Compliance with Applicable Law.  Burnup and the
   Burnup Subsidiaries shall conduct their businesses in compliance with all
   applicable laws, ordinances, rules, regulations, decrees and orders of all
   Governmental Entities.

             Section 5.18  Inconsistent Actions.  Neither Burnup nor any Burnup
   Subsidiary shall take any action that would or is reasonably likely to result
   in any of its representations and warranties set forth in this Agreement
   being untrue on the Closing Date.

             Section 5.19  Notification.  Burnup shall promptly notify Sellers
   in writing if Burnup or any Burnup Subsidiary becomes aware of any
   misrepresentation, breach of warranty or non-fulfillment of any covenant made
   herein by Burnup or any Burnup Subsidiary and shall have a period of ten
   business days from the date on which Burnup or any Burnup Subsidiary became
   aware thereof to cure such defect, provided however, that in no event shall
   the period for the cure of such defect extend beyond the Closing Date.

             Section 5.20  Best Efforts.  Subject to the terms and conditions of
   this Agreement, Burnup shall use its best efforts to take, or cause to be
   taken, all actions, and to do, or cause to be done, all things necessary,
   proper or advisable to consummate and make effective the transactions
   contemplated by this Agreement, including, without limitation, the prompt
   preparation and filing of all forms, registrations and notices required to be
   filed by Burnup to consummate the transactions contemplated hereby and the
   taking of such actions as are necessary to obtain any requisite approvals,
   consents, orders, exemptions and waivers by any Governmental Entity or other
   third party.  Burnup shall promptly consult with Sellers with respect to,

                                       - 38 -

   provide any necessary information with respect to and provide Sellers (or
   their counsel) copies of, all filings made by Burnup with any Governmental
   Entity in connection with this Agreement and the transactions contemplated
   hereby.  From and after the Closing Date, Burnup shall, from time to time,
   execute and deliver such further instruments of conveyance, assignment and
   transfer, and take or cause to be taken, such other action for the more
   effective conveyance, assignment and transfer of the Burnup Shares to Sellers
   and shall lend all reasonable assistance to Sellers in order to carry out the
   intentions and purposes of this Agreement.

             Section 5.21  HSR Filings.  Burnup shall promptly prepare and file
   with the appropriate Governmental Entities all forms, applications and
   related material which may be required with respect to Burnup under the HSR
   Act in connection with the Acquisition and shall use its best efforts to
   obtain an early termination of the applicable waiting period.

             Section 5.22  Stockholders Meeting.  Burnup shall duly call, give
   notice of, convene and hold a meeting of its stockholders as promptly as
   practicable, for the purpose of voting upon this Agreement and the
   transactions contemplated hereby.  Burnup shall promptly prepare and file the
   Proxy Statement with the SEC, and shall distribute the Proxy Statement to its
   stockholders in a timely manner, and shall take such action as may be
   required to have the Proxy Statement cleared by the SEC as promptly as
   practicable, including, without limitation, responding promptly to any SEC
   comments with respect thereto.  The Proxy Statement shall submit to Burnup's
   stockholders for their consideration and approval, to the extent required,
   this Agreement, the transactions contemplated hereby, the slate of Sellers'
   nominees to serve as members of the Board of Directors after the Closing, the
   amendment and restatement of the Certificate of Incorporation of Burnup,
   substantially in the form of Exhibit A attached hereto, and such other
   matters related to the Acquisition as Sellers shall reasonably request prior
   to November 1, 1993.  Burnup shall, through its Board of Directors, recommend
   to its stockholders approval of all such matters contained in the Proxy
   Statement submitted to the stockholders for their consideration and vote,
   shall coordinate and cooperate with Sellers with respect to the timing of
   such meeting and shall use its best efforts to secure the approval of its
   stockholders of this Agreement and the transactions contemplated hereby,
   consistent with fiduciary duties under applicable law.



                                       - 39 -

             Section 5.23  Stock Options.  Burnup shall take such action as is
   necessary so that its 1976 Stock Option Plan and 1978 Stock Option Plan
   provide that each option to purchase Burnup Shares (an "Option") and each
   right to elect an alternate settlement method ("SAR") held by (i) any
   employee of Burnup who is terminated other than for just cause by Burnup at
   any time during the twelve (12) month period subsequent to the date hereof or
   who voluntarily terminates his employment on or prior to the Closing Date
   shall become immediately exercisable and vested, whether or not previously
   exercisable or vested, on the date of receipt by such employee of notice of
   termination of employment by Burnup or receipt by Burnup of notice of
   voluntary termination, as the case may be, and such employee shall, for a
   period of three months thereafter, have the right to exercise such Option or
   SAR, and (ii) any employee who is terminated for just cause, or who
   voluntarily terminates his employment subsequent to the Closing Date shall
   not become exercisable or vested except as currently provided under such
   plans.  For purposes of this Section 5.23, "termination for just cause" shall
   include termination by reason of a material breach by the employee of his
   duties (after 10-day notice thereof and opportunity to cure), gross
   negligence, fraud or willful misconduct by the employee in the performance of
   his duties, excessive absences by the employee not related to illness,
   misappropriation by the employee of any assets of Burnup or any Burnup
   Subsidiary, commission by the employee of any crime involving moral turpitude
   and conviction of a felony.

             Section 5.24  Insurance and Indemnification of Officers and
   Directors.  Neither Burnup nor any Burnup Subsidiary shall enter into any
   agreement obligating Burnup to procure liability insurance coverage for any
   of its officers and directors or to indemnify any such person except upon
   substantially the terms and conditions set forth in the form of agreement
   attached hereto as Exhibit B.

             Section 5.25  Legend.  The certificates for the Burnup Shares
   shall bear the following legend:

             The Shares represented by this certificate have not been
             registered under the Securities Act of 1933, as amended.
             Any offer, sale or transfer of such Shares may be made only
             if such Shares have been registered under the Securities
             Act of 1933, as amended, or an exemption from the
             registration requirements of such act is then applicable.

                                       - 40 -

             Burnup may place appropriate stop transfer orders with its transfer
   agent with respect to the Burnup Shares.  Burnup shall remove the foregoing
   legend at such time or times as the holder of such shares shall request
   consistent with requirements of applicable Federal securities law.

             Section 5.26  Confidentiality.  Burnup and the Burnup Subsidiaries
   shall use all non-public information delivered by or on behalf of Sellers, CT
   or CTF to Burnup, any Burnup Subsidiary or any of their Representatives
   solely for the purpose of evaluating the Acquisition and shall not disclose
   such information to any other Person or use such information for any other
   purpose, except as required by applicable law or legal process, without the
   prior written consent of Sellers.  Burnup and the Burnup Subsidiaries shall
   inform their Representatives of the confidential nature of such information
   and shall obtain the agreement of each such Representative to maintain and
   use such confidential information in a manner consistent with the provisions
   of this Section 5.26.  If this Agreement is terminated, Burnup and the Burnup
   Subsidiaries will, and will cause their Representatives to, destroy or
   deliver to Sellers all documents, work papers and other materials containing
   any non-public information furnished by CT, CTF or any of their
   representatives, whether obtained before or after the date of execution
   hereof.

             Section 5.27  Board Meeting.  Immediately following the Closing and
   the consummation of the NBC Transaction (as defined in Section 7.1(d)), the
   Board of Directors of Burnup shall hold a meeting, and shall elect the
   persons set forth in Section 5.27 of the Disclosure Schedule to the offices
   indicated and vote to expand the size of the Board from five to seven
   members.  Prior to the conduct of any other business at the meeting, at least
   two members of the Board shall resign and the remaining members of the Board
   shall fill the resulting vacancies with the persons indicated on Section 5.27
   of the Disclosure Schedule.


                                     ARTICLE VI
                     DEMAND AND PIGGY-BACK REGISTRATION RIGHTS

             (a)  From and after six months after the Closing Date, Burnup shall
   register on two occasions such number of the Burnup Shares as Sellers and any
   of them shall request (which shall not be less than 1,000,000 Burnup Shares
   in the aggregate), provided that at the time of such request Sellers shall

                                       - 41 -

   own in the aggregate at least 20% of the shares of Burnup common stock then
   outstanding.  Burnup shall promptly prepare and file with the SEC a
   registration statement under the Securities Act of 1933, as amended (the
   "Securities Act"), and shall use its best efforts to cause such registration
   statement to be declared effective; provided, however, that Burnup may, upon
   written notice to Sellers, delay such registration for a period not to exceed
   90 days if:

                  (i)  Burnup shall have previously entered into an agreement or
             letter of intent contemplating an underwritten public offering on a
             firm commitment basis of its common stock or securities convertible
             into or exchangeable for common stock (Burnup having given Sellers
             prompt written notice of such prior agreement or letter of intent)
             and the managing underwriter of such proposed public offering
             advises Burnup in writing that in its opinion such proposed
             underwritten offering would be materially and adversely affected by
             a concurrent registered offering of the securities in question
             (such opinion to state the reasons therefor);

                  (ii)  During the three-month period immediately preceding such
             notice, Burnup shall have entered into an agreement or letter of
             intent, which has not expired or otherwise terminated,
             contemplating a material business acquisition by Burnup or its
             affiliates whether by merger, consolidation, acquisition of assets,
             acquisition of securities or otherwise;

                  (iii)  During the four-month period immediately preceding such
             notice, a registration statement of Burnup with respect to the sale
             of its common stock or securities convertible into or exchangeable
             for common stock shall have been declared effective and such
             registration statement shall not relate solely to the sale of
             common stock to employees or stockholders of Burnup pursuant to a
             dividend reinvestment plan or stock option plan or any similar
             plan;

                  (iv)  Burnup is in possession of material nonpublic
             information that Burnup would be required to disclose in the
             registration statement and that is not, but for the registration,
             otherwise required to be disclosed at the time of such
             registration, the disclosure of which, in its good faith judgment,

                                       - 42 -

             would have a material adverse effect on the business, operations,
             prospects or competitive position of Burnup and its subsidiaries,
             taken as a whole;

                  (v)  Burnup has a class of securities registered pursuant to
             Section 12 or 15 of the Exchange Act and in the written opinion of
             the managing underwriter of the underwritten public offering
             pursuant to which the securities were registered, or if none, of a
             firm of underwriters of national reputation, the registration of
             such securities would materially and adversely affect the market
             for the common stock (such opinion to state the reasons therefor);
             or

                  (vi)  Burnup has a class of securities registered pursuant to
             Section 12 of 15 of the Exchange Act and at the time of receipt of
             a written request for registration from Sellers, is engaged, or its
             Board of Directors has adopted by resolution a plan to engage in,
             any program for the purchase of shares of common stock or
             securities convertible into or exchangeable for shares of common
             stock and, in the opinion of counsel reasonably satisfactory to
             Sellers, the distribution of the common stock to be registered
             would cause such purchase of shares to be in violation of Rule 10b-
             6 under Section 10 of the Exchange Act.

   The registration statement filed by Burnup pursuant hereto shall comply in
   all material respects with all applicable requirements of the Securities Act
   and the rules and regulations promulgated thereunder.  The registration
   rights granted under this clause (a) shall expire on the tenth anniversary of
   the Closing Date.  

             (b)  If, from and after six months after the Closing Date, Burnup
   shall contemplate the registration under the Securities Act of any offering
   of Burnup securities, Burnup shall give written notice thereof to Sellers
   within 60 days prior to the proposed filing of the registration statement
   relating to such securities, and shall provide Sellers with a copy of the
   proposed registration statement promptly upon its preparation.  Burnup shall
   include such number of the Burnup Shares as the Sellers shall request in
   writing not later than 30 days after receipt of notice from Burnup (which
   number of Burnup Shares shall not be less than 50,000 in the aggregate);
   provided, however, that Burnup shall not be obligated to register pursuant

                                       - 43 -

   hereto any Burnup Shares which may not be included under applicable Federal
   and state securities law; and further provided that if in the opinion of
   Burnup's underwriters for such offering, the inclusion of such Burnup Shares,
   when added to the securities being registered by Burnup, would exceed the
   maximum amount of Burnup's securities which could then be marketed at a price
   reasonably related to their then current market price or would materially and
   adversely affect the marketing of the entire offering, then Burnup shall
   include in the offering the maximum number of Burnup Shares which can be
   included without such adverse consequences consistent with the opinion of
   such underwriters.  The registration rights granted under this clause (b)
   shall expire on the tenth anniversary of the Closing Date.

             (c)  From and after the Closing Date, Burnup shall register or
   qualify such Burnup Shares as are registered under the Securities Act
   pursuant to clause (a) or (b) above in such jurisdictions of the United
   States as Sellers shall request, and shall continue such qualifications in
   effect so long as required for completion of the distribution and do any and
   all other acts and things as may be necessary or advisable to enable Sellers
   to sell such shares in such jurisdictions, provided that in connection
   therewith Burnup shall not be required to qualify as a foreign corporation or
   to file a general consent to service of process in any such jurisdiction.

             (d)  Burnup shall bear all fees and expenses attendant to
   registering Burnup Shares pursuant to clauses (a), (b) and (c) above, except
   that Sellers shall pay the underwriting discounts and commissions relating to
   such Burnup Shares and all fees and expenses of legal counsel selected by
   Sellers to represent them in connection with such registration.

             (e)  Burnup shall furnish Sellers with copies of all documents
   proposed to be filed in any registration of Burnup Shares pursuant to this
   Article VI.

             (f)  Burnup shall indemnify, defend and hold Sellers harmless
   against any and all claims, losses, damages, costs and expenses (including
   reasonable attorneys' fees) suffered or incurred by Sellers in connection
   with the qualification or registration of Burnup Shares pursuant to this
   Article VI and offers for sale made by Sellers pursuant thereto, and, if
   indemnification is unavailable in respect of such claims, losses, damages,
   costs and expenses, contribute to the amount paid or payable by Sellers as a
   result thereof to the fullest extent permitted by applicable law. 

                                       - 44 -

   Notwithstanding anything in the foregoing to the contrary, Burnup shall not
   be obligated to indemnify, defend and hold Sellers harmless against, or
   contribute to, any claims, losses, damages, costs and expenses to the extent
   such claims, losses, damages, costs and expenses result from information
   supplied by or on behalf of any Seller in writing for inclusion or
   incorporation by reference in the applicable qualification or registration
   document.


                                    ARTICLE VII
                                     CONDITIONS

             Section 7.1  Conditions to Parties' Obligations to Consummate the
   Acquisition.  The respective obligation of each party to consummate the
   Acquisition shall be subject to the satisfaction at or prior to the Closing
   Date of the following conditions, unless waived by the parties hereto:

             (a)  This Agreement, the NBC Agreement, the transactions
   contemplated hereby and thereby and all other matters set forth in the Proxy
   Statement shall have been duly approved by the Board of Directors (and, to
   the extent required, a committee of the Board of Directors) of Burnup and the
   stockholders of Burnup;

             (b)  No action or proceeding shall have been instituted to restrain
   or prohibit any of the transactions contemplated hereby or by the NBC
   Agreement;

             (c)  All consents and approvals required under the HSR Act and all
   other material consents and approvals required to be obtained to permit the
   consummation of the transactions contemplated hereby shall have been
   obtained; 

             (d)  The agreement between Burnup and National Beverage Corp., a
   Delaware corporation ("NBC"), in the form of Exhibit C attached hereto (the
   "NBC Agreement"), shall have been duly executed and delivered and shall not
   have been terminated or amended, and all conditions to the consummation of
   the transactions contemplated thereby (the "NBC Transaction") shall have been
   satisfied or waived to the satisfaction of Sellers, except the condition
   requiring the consummation of the Acquisition; and


                                       - 45 -

             (e)  Burnup shall have received the written opinion of PaineWebber
   Incorporated or another nationally recognized investment banker reasonably
   acceptable to Burnup and Sellers dated the date of the Proxy Statement
   substantially to the effect that the consideration to be received by Burnup
   in connection with each of the Acquisition and the NBC Transaction is fair to
   its stockholders from a financial point of view (other than NBC), and
   otherwise in form and substance reasonably satisfactory to Burnup.

             Section 7.2  Conditions of Obligations of Burnup.  The obligations
   of Burnup to consummate the Acquisition are further subject to the
   satisfaction at or prior to the Closing Date of the following conditions,
   unless waived by Burnup:

             (a)  No claim entitling Burnup to indemnification for
   misrepresentation or breach of warranty by Sellers, or any of them, pursuant
   to Section 10.1(a) shall have arisen;

             (b)  Each Seller shall have performed and complied in all material
   respects with all agreements and covenants required by this Agreement to have
   been performed or complied with by such person at or prior to the Closing
   Date;

             (c)  Sellers shall have made or caused to be made all the
   deliveries to Burnup set forth in Section 8.1 hereof;

             (d)  Burnup shall have received the written opinion of an
   investment banker reasonably acceptable to Burnup to the effect that the
   aggregate fair market value of CT and CTF exceeds $40 million, after giving
   effect to any dividends identified in the Disclosure Schedule; 

             (e)  No bankruptcy, reorganization, arrangement or insolvency
   proceedings or other proceedings for relief under any bankruptcy or similar
   law or laws for the relief of debtors shall have been instituted by or
   against any Seller, CT or CTF, and none of them shall have applied for or
   consented to the appointment of a custodian, trustee or receiver for himself
   or itself; and

             (f)  No material adverse change shall have occurred in the assets
   or liabilities, condition, financial or otherwise, or business or in the
   results of operations or prospects of CT or CTF.

                                       - 46 -

             Section 7.3  Conditions to Sellers' Obligations to Consummate the
   Acquisition.  The obligations of Sellers to consummate the Acquisition are
   further subject to the satisfaction at or prior to the Closing Date of the
   following conditions, unless waived by Sellers:

             (a)  No claim entitling any Seller to indemnification for
   misrepresentation or breach of warranty by Burnup pursuant to Section 10.1(b)
   shall have arisen;

             (b)  Burnup shall have performed and complied in all material
   respects with all agreements and covenants required by this Agreement to have
   been performed or complied with by it at or prior to the Closing Date;

             (c)  Burnup shall have made or caused to be made all the deliveries
   to Sellers set forth in Section 8.2 hereof;

             (d)  Sellers shall have received on or before October 31, 1993, an
   opinion from Price Waterhouse or another nationally recognized independent
   accounting firm reasonably acceptable to the Sellers, in form and substance
   reasonably satisfactory to Sellers, to the effect that the transactions
   contemplated hereby will constitute a tax-free reorganization pursuant to
   Section 368(a)(1)(B) of the Code;

             (e)  No bankruptcy, reorganization arrangement or insolvency
   proceedings or other proceedings for relief under any bankruptcy or similar
   law or laws for the relief of debtors shall have been instituted by or
   against Burnup, any Burnup Subsidiary or NBC, and none of them shall have
   applied for or consented to the appointment of a custodian, trustee or
   receiver for itself; and

             (f)  No material adverse change shall have occurred in the assets
   or liabilities, condition, financial or otherwise, or business or in the
   results of operations or prospects of Burnup and the Burnup Subsidiaries,
   taken as a whole.


                                    ARTICLE VIII
                                 CLOSING DELIVERIES



                                       - 47 -

             Section 8.1  Deliveries by Sellers.  Prior to or on the Closing
   Date, Sellers shall deliver or cause to be delivered to Burnup the following,
   in form and substance reasonably satisfactory to Burnup and its counsel:

             (a)  Secretary's Certificate.  A certificate, dated as of the
   Closing Date, containing a copy of the Articles of Incorporation and By-Laws
   of CT and CTF, together with all amendments thereto, certified by the
   Secretary or Assistant Secretary of each company, and a Certificate of Good
   Standing certified by an appropriate state official of the State of Florida;

             (b)  Seller's Certificate.  A certificate, dated as of the Closing
   Date, executed by each Seller certifying: (i) that the representations and
   warranties of such Seller contained in this Agreement are true and complete
   as of the Closing Date as though made on and as of such date, except for
   changes contemplated by this Agreement and (ii) that such Seller has, in all
   material respects, performed all of his obligations and complied with all of
   his covenants set forth in this Agreement to be performed and complied with
   by him on or prior to the Closing Date;

             (c)  Share Certificates.  Certificates evidencing the Shares,
   together with appropriate stock powers executed in blank; and

             (d)  Opinion of Counsel.  The opinion of Carlos & Abbott, P.A.,
   counsel for Sellers, dated as of the Closing Date, substantially to the
   effect set forth in Exhibit D attached hereto.

             Section 8.2  Deliveries by Burnup.  Prior to or on the Closing
   Date, Burnup shall deliver to Sellers the following, in form and substance
   reasonably satisfactory to Sellers and their counsel:

             (a)  Secretary's Certificate.  A certificate, dated as of the
   Closing Date, executed by Burnup's Secretary or Assistant Secretary:  (i)
   certifying that the resolutions or proposals, as the case may be, attached to
   such certificate, were duly adopted by the Board of Directors and
   stockholders of Burnup, authorizing and approving the execution, delivery and
   performance of this Agreement and the NBC Agreement and that such resolutions
   remain in full force and effect; and (ii) providing, as attachments thereto,
   copies of the Certificate of Incorporation and By-Laws of Burnup, together
   with all amendments thereto, certified by such Secretary or Assistant


                                       - 48 -

   Secretary, and a Certificate of Good Standing certified by an appropriate
   state official of the State of Delaware;

             (b)  Officers' Certificate.  A certificate, dated as of the Closing
   Date, executed by the Chief Executive Officer and Chief Financial Officer of
   Burnup certifying (i) that the representations and warranties of Burnup
   contained in this Agreement are true and complete as of the Closing Date as
   though made on and as of such date, (ii) that Burnup has, in all material
   respects, performed all of its obligations and complied with all of its
   covenants set forth in this Agreement to be performed or complied with by it
   on or prior to the Closing Date and (iii) that all conditions to the
   consummation of the NBC Transaction shall have been satisfied or waived,
   except the condition requiring the consummation of the Acquisition, which
   certification shall be supported by a certificate, dated as of the Closing
   Date, executed by the Chief Executive Officer of NBC, addressed to Burnup, to
   the same effect;

             (c)  Share Certificates.  Certificates evidencing the Burnup Shares
   as provided in Section 1.2; and

             (d)  Opinion of Counsel.  The opinion of Kirkpatrick & Lockhart,
   independent special counsel to Burnup, dated as of the Closing Date,
   substantially to the effect set forth in Exhibit E attached hereto.


                                     ARTICLE IX
                             TERMINATION AND AMENDMENT

             Section 9.1  Termination.  This Agreement may be terminated at any
   time prior to the Closing Date, whether before or after approval of the
   matters presented in connection with the Acquisition by the stockholders of
   Burnup:

             (a)  by mutual written consent of Burnup and Sellers;

             (b)  by Sellers on or prior to November 1, 1993, based upon their
   financial and legal due diligence in their sole and absolute discretion;

             (c)  by Burnup on or prior to November 1, 1993, based upon its
   financial and legal due diligence in its sole and absolute discretion;

                                       - 49 -

             (d)  by Burnup if the Closing shall not have occurred on or before
   January 31, 1994 (unless the failure to consummate the Acquisition by such
   date shall have resulted primarily from Burnup breaching any warranty or
   covenant in this Agreement); 

             (e)  by Sellers if the Closing shall not have occurred on or before
   January 31, 1994 (unless the failure to consummate the Acquisition by such
   date shall have resulted primarily from any Seller breaching any warranty or
   covenant contained in this Agreement); and

             (f)  by any party if the parties hereto shall not have agreed, on
   or before November 4, 1993, on the number of Burnup Shares to be exchanged
   pursuant to Section 1.2.

             Section 9.2  Effect of Termination.  In the event of the
   termination of this Agreement pursuant to Section 9.1 hereof, this Agreement
   shall forthwith terminate without any liability on the part of any party
   hereto or its affiliates, directors, officers or stockholders, other than any
   liability of any party then in breach pursuant to Section 10.4; provided,
   however that the provisions of this Section 9.2 and Sections 11.5 through
   11.9, and the confidentiality provisions of Section 4.23 and 5.26, shall
   survive any such termination.  

             Section 9.3  Amendment.  This Agreement may be amended by Sellers
   and Burnup, at any time before or after approval of this Agreement and the
   transactions contemplated hereby by the stockholders of Burnup but, after
   such approval, no amendment shall be made which requires further approval by
   such stockholders without such further approval.  This Agreement may not be
   amended except by an instrument in writing signed on behalf of each of the
   parties hereto.

             Section 9.4  Extension; Waiver.  At any time prior to the Closing
   Date, the parties hereto may, to the extent legally allowed, (i) extend the
   time for the performance of any of the obligations or other acts of the other
   parties hereto, (ii) waive any inaccuracies in the representations and
   warranties contained herein or in any document delivered pursuant hereto and
   (iii) waive compliance with any of the agreements or conditions contained
   herein.  No delay or failure on the part of any party hereto in exercising
   any right, power or privilege under this Agreement shall impair any such
   right, power or privilege or be construed as a waiver of any default or any

                                       - 50 -

   acquiescence thereto.  No single or partial exercise of any such right, power
   or privilege shall preclude the further exercise of such right, power or
   privilege, or the exercise of any other right, power or privilege.  No
   extension of time in which to perform and no waiver shall be valid against
   any party hereto, unless made in writing and signed by the party against whom
   enforcement of such extension of time or waiver is sought, and then only to
   the extent expressly specified therein.


                                     ARTICLE X
                                      REMEDIES

             Section 10.1  Indemnification.

             (a)  Indemnification by Sellers.  Sellers, jointly and severally,
   shall indemnify, defend and hold Burnup, each Burnup Subsidiary and their
   respective officers, directors, agents and representatives harmless from all
   claims, losses, damages, costs and expenses incurred by any of them, directly
   or indirectly, including, without limitation, all reasonable legal fees
   incurred in investigating, litigating (at trial or appellate level) or
   otherwise resolving any dispute (collectively, "Damages"), arising out of or
   in connection with any of the following:

                  (i)  any misrepresentation or breach of any warranty made by
                       any Seller in this Agreement or any certificate or
                       document delivered to Burnup pursuant hereto; 

                 (ii)  any breach of any covenant, agreement or obligation to be
                       performed by any Seller contained in this Agreement; or

                 (iii) any transfer taxes payable with respect to the transfer
                       of the Shares to Burnup pursuant hereto. 

             (b)  Indemnification by Burnup.  Burnup shall indemnify, defend and
   hold Sellers, CT, CTF and their respective officers, directors, agents and
   representatives harmless from all Damages incurred by any of them arising out
   of or in connection with any of the following:




                                       - 51 -

                  (i)  any misrepresentation or breach of any warranty made by
                       Burnup in this Agreement or any certificate or document
                       delivered to Sellers pursuant hereto; or

                 (ii)  any breach of any covenant, agreement or obligation to be
                       performed by Burnup contained in this Agreement.

             (c)  Liability.  For purposes of this Section 10.1, Sellers shall
   be deemed to have made a misrepresentation or to have breached a warranty
   only if the Damages suffered by Burnup as a result thereof shall exceed
   $1,000,000 and Burnup shall be deemed to have made a misrepresentation or to
   have breached a warranty only if the Damages suffered by Sellers shall exceed
   $2,750,000.  Notwithstanding anything in the foregoing to the contrary, the
   aggregate liability of (a) Sellers under Section 10.1(a) shall be limited to
   the sum of $1,000,000 plus the aggregate fair market value of 350,000 Burnup
   Shares on the date of payment, which liability may be satisfied by delivery
   of Burnup Shares and (b) Burnup under Section 10.1(b) shall be limited to
   $2,500,000.

             (d)  Survival of Obligations.  The obligations of the parties
   hereto to indemnify, defend and hold harmless pursuant to this Article X
   shall survive the Closing and shall continue for as long as the
   representation, warranty, covenant, agreement or obligation giving rise to
   the obligation to indemnify shall survive pursuant hereto.

             Section 10.2  Third Party Claim Procedure.  If a third party
   (including, without limitation, a Governmental Entity) asserts a claim
   against a party to this Agreement and indemnification in respect of such
   claim is sought under the provisions of this Article X by such party against
   another party to this Agreement, the indemnified party shall promptly (but
   not later than 15 business days prior to the time when an answer or other
   responsive pleading or notice with respect to the claim is required) give
   written notice to the indemnifying party of such claim.  The indemnifying
   party shall have the right at its election to take over the defense or
   settlement of such claim by giving prompt written notice to the indemnified
   party at least five business days prior to the time when an answer or other
   responsive pleading or notice with respect thereto is required.  If the
   indemnifying party makes such election, it may conduct the defense of such
   claim through counsel or representatives of its choosing (subject to the
   indemnified party's approval of such counsel or representatives, which

                                       - 52 -

   approval shall not be unreasonably withheld), shall be responsible for the
   expenses of such defense, and shall be bound by the results of its defense or
   settlement of claim to the extent it produces Damages to the indemnified
   party.  The indemnifying party shall not settle any such claim without prior
   notice to and consultation with the indemnified party and no such settlement
   involving any equitable relief or which might have a material and adverse
   effect on the indemnified party shall be agreed to without the written
   consent of the indemnified party.  So long as the indemnifying party is
   diligently contesting any such claim in good faith, the indemnified party may
   pay or settle such claim only at its own expense.  Within 20 business days
   after the receipt by the indemnifying party of written request made by the
   indemnified party at any time, the indemnifying party shall make financial
   arrangements reasonably satisfactory to the indemnified party, such as the
   posting of a bond or a letter of credit, to secure the payment of its
   obligations under this Article X in respect of such claims.  If the
   indemnifying party does not make such election, or having made such election
   does not proceed diligently to defend such claim, or does not continue
   diligently to contest such claim, or does not make the financial arrangements
   described in the immediately preceding sentence, then the indemnified party
   may, upon 10 business days' written notice and at the expense of the
   indemnifying party, take over the defense of and proceed to handle such claim
   in its exclusive discretion and the indemnifying party shall be bound by any
   defense or settlement that the indemnified party may make in good faith with
   respect to such claim.  The parties shall cooperate in defending such third
   party claims and the defending party shall have access to records,
   information and personnel in control of the other party or parties which are
   pertinent to the defense thereof.

             Section 10.3  Remedies Cumulative.  Except as otherwise provided in
   Section 10.4 and elsewhere herein, the rights and remedies expressly provided
   herein are cumulative and not exclusive of any rights or remedies which the
   parties hereto may otherwise have at law or in equity.  Nothing herein shall
   be construed to require any of the parties hereto to elect among remedies.

             Section 10.4  Failure to Close.  If the transactions contemplated
   hereby are not consummated because any one or more of the conditions set
   forth in Sections 7.3(a), 7.3(b) and 7.3(c) shall not have been satisfied or
   waived or because Burnup fails to close, Burnup shall pay the sum of $500,000
   to Sellers, provided that all of the conditions set forth in Sections 7.1 and
   7.2 shall have been satisfied or waived.  If the transactions contemplated

                                       - 53 -

   hereby are not consummated because any one or more of the conditions set
   forth in Sections 7.2(a), 7.2(b) and 7.2(c) shall not have been satisfied or
   waived or because any Seller fails to close, Sellers, jointly and severally,
   shall pay the sum of $500,000 to Burnup, provided that all of the conditions
   set forth in Sections 7.1 and 7.3 shall have been satisfied or waived.  The
   parties hereto acknowledge that their damages resulting from a failure to
   close in the circumstances described in this Section 10.4 are impossible to
   determine as of the date hereof and that the sum of $500,000 is a reasonable
   estimate of such damages.  In the event either party fails to consummate the
   transactions contemplated hereby, the other parties hereto shall have no
   rights or remedies on account of any misrepresentation, or breach of warranty
   or covenant by the defaulting party, other than as provided in this Section
   10.4 and in Section 11.7.


                                     ARTICLE XI
                                   MISCELLANEOUS

             Section 11.1  Survival of Representations and Warranties.  All of
   the representations and warranties of the parties contained herein shall
   survive the Closing (even if the other parties knew or had reason to know of
   any misrepresentation or breach of warranty at the time of Closing) and shall
   continue in full force and effect until December 31, 1994.

             Section 11.2  Notices.  All notices and other communications
   hereunder shall be in writing (and shall be deemed given upon receipt) if
   delivered personally, sent by facsimile transmission (which is confirmed) or
   sent by prepaid air courier, or express mail, postage prepaid to the parties
   at the following addresses (or at such other address for a party as shall be
   specified by like notice):

             (a)  if to Burnup, to

             BURNUP & SIMS INC.
             One North University Drive
             Plantation, Florida 33324
             Attention: President
             Fax: (305) 475-8780

             with copies to:

                                       - 54 -

             Clay Parker, Esq.
             Kirkpatrick & Lockhart
             Miami Center
             Suite 2000
             201 South Biscayne Boulevard
             Miami, Florida  33131
             Fax:  (305) 358-7095;

             and, in addition, after the Closing

             Nick A. Caporella
             IBS Partners, Ltd.
             3 River Way
             Suite 400
             Houston, Texas 77056

             ; and

             (b)  if to any Seller, to the attention of such Seller

             c/o Church & Tower
             10441 S.W. 187 Street
             Miami, Florida  33157
             Fax:  (305) 252-3574

             with copies to:

             Eliot C. Abbott, Esq.
             Carlos & Abbott, P.A.
             999 Ponce de Leon Blvd.
             Coral Gables, Florida  33134
             Fax:  (305) 443-8617.

             Section 11.3  Descriptive Headings.  The descriptive headings
   herein are inserted for convenience only and are not intended to be part of
   or to affect the meaning or interpretation of this Agreement.

             Section 11.4  Counterparts.  This Agreement may be executed in one
   or more counterparts, each of which when so executed and delivered shall be
   an original, but all such counterparts shall together constitute one and the

                                       - 55 -

   same instrument.  Each counterpart may consist of a number of copies hereof,
   each signed by less than all, but together signed by all of the parties
   hereto.

             Section 11.5  Entire Agreement; Assignment.  This Agreement
   (including the Schedules and Exhibits hereto) constitutes the entire
   agreement and supersedes all prior agreements and understandings, both
   written and oral, among the parties with respect to the subject matter
   hereof.  This Agreement shall be binding upon and inure to the benefit of the
   respective heirs, executors, successors and assigns of the parties hereto,
   provided, however, that this Agreement shall not be assigned by any party
   without the prior written consent of the other parties hereto.

             Section 11.6  Governing Law.  This Agreement shall be governed and
   construed in accordance with the laws of the State of Florida without regard
   to any applicable principles of conflicts of law.  Burnup agrees to the
   irrevocable designation of the Secretary of State of the State of Florida as
   its agent upon whom process against it may be served.  Each of Sellers agrees
   to the irrevocable designation of Eliot C. Abbott as his agent upon whom
   process against him may be served.  Each of the parties hereto agrees to
   personal jurisdiction in any action brought under this Agreement in any
   court, Federal or State, within the State of Florida having subject matter
   jurisdiction over such action.  The parties to this Agreement agree that any
   suit, action, claim, counterclaim or proceeding arising out of or relating to
   this Agreement shall be instituted or brought in the United States District
   Court for the Southern District of Florida, or, in the absence of
   jurisdiction, the state court located in Dade County.  Each party hereto
   waives any objection which it may have now or hereafter to the laying of the
   venue of any such suit, action, claim, counterclaim or proceeding, and
   irrevocable submits to the jurisdiction of any such court in any such suit,
   action, claim, counterclaim or proceeding.

             Section 11.7  Expenses.  Except as otherwise provided in Section
   10.4, the Sellers shall bear all of their expenses, and Burnup shall bear all
   of its expenses, incurred in the negotiation, documentation and consummation
   of the transactions contemplated by this Agreement, including, without
   limitation, the fees and expenses of counsel, accountants and financial
   advisers.  Except as otherwise provided in Article X, in the event of
   litigation between the parties hereto as to any matter arising under this
   Agreement or relating to the subject matter hereof, the prevailing party

                                       - 56 -

   shall be entitled to recover from the other party or parties to the extent
   not recoverable under Article X all of its reasonable costs and expenses,
   including, without limitation, reasonable attorneys' fees, incurred in such
   litigation (including appellate litigation). 

             Section 11.8  Publicity.  The parties hereto agree that they will
   consult with each other concerning any proposed press release or public
   announcement pertaining to the Acquisition and shall not issue any press
   release or public announcement without the prior consent of the other party;
   provided, that nothing herein shall restrict any public announcement or other
   disclosure which a party deems in good faith to be required to be made by law
   or other applicable NASDAQ rule (in which case such party shall advise the
   other party prior to making the disclosure).
    
             Section 11.9  Parties in Interest.  This Agreement shall be binding
   upon and inure solely to the benefit of each party hereto, and nothing in
   this Agreement, express or implied, is intended to or shall confer upon any
   other person or persons any rights, benefits or remedies of any nature
   whatsoever under or by reason of this Agreement.

             Section 11.10  Construction.  This Agreement has been prepared
   jointly by, and is the product of extensive negotiations between, the parties
   hereto, and, accordingly, shall not be interpreted more strictly against any
   one party.

             Section 11.11  Disclosure Schedules.  The parties hereto may from
   time to time amend or supplement the information contained in their
   respective disclosure schedules delivered pursuant hereto at any time on or
   before October 25, 1993.  Information disclosed in one or more sections of a
   disclosure schedule delivered pursuant hereto shall be deemed to be
   incorporated in the other sections thereof.

             Section 11.12  Memoranda of Understanding.  Burnup hereby
   acknowledges that it has entered into a Memorandum of Understanding with each
   of Neff Rental, Inc., Neff Machinery, Inc., and Atlantic Real Estate Holdings
   Corp., each a Florida corporation, prior to the execution and delivery
   hereof.




                                       - 57 -

             IN WITNESS WHEREOF, the parties hereto have executed this Agreement
   as of the date first written above.

                                 SELLERS:


                                  /s/ Jorge Mas Canosa       
                                 ____________________________
                                 Name: Jorge Mas Canosa


                                  /s/ Jorge Mas              
                                 ____________________________
                                 Name: Jorge Mas


                                  /s/ Juan Carlos Mas        
                                 ____________________________
                                 Name: Juan Carlos Mas


                                  /s/ Ramon Mas              
                                 ____________________________
                                 Name: Ramon Mas



   Attest:                       BURNUP & SIMS INC.

       /s/ Margaret M. Madden         /s/ Nick A. Caporella
   By: _____________________     By: _________________________
   Name: Margaret M. Madden      Name:  Nick A. Caporella
   Title: Vice President &       Title:  President & Chief
       Corporate Secretary         Executive Officer

                         SIGNATURE PAGE


                                     SCHEDULE I




        Jorge L. Mas        [Proportions to be provided].

        Jorge Mas, Jr.      [Proportions to be provided].

        Juan Carlos Mas     [Proportions to be provided].

        Jose Ramon Mas      [Proportions to be provided].





                                  FIRST AMENDMENT

             THIS FIRST AMENDMENT TO AGREEMENT ("First Amendment") is made as of
   the  23rd day of  November 1993, by and  among Jorge L.  Mas, Jorge Mas, Juan
   Carlos Mas and Jose Ramon Mas (each, a "Seller" and together, "Sellers"), and
   Burnup &  Sims Inc.,  a Delaware  corporation with  principal offices  at One
   North  University   Drive,  Fort  Lauderdale,  FL  33324   ("Burnup").    All
   capitalized terms used but not defined herein have the  meanings specified in
   the Agreement (as defined below).

             WHEREAS,  the  parties  hereto  have  executed  and  delivered  the
   Agreement dated as of October  15, 1993, pursuant to which Burnup  has agreed
   to  purchase, and the Sellers have agreed to sell, the Shares in exchange for
   the Burnup Shares (the "Agreement");

             WHEREAS,  Burnup  has requested  that  Sellers agree  to  amend the
   Agreement in certain respects; and

             WHEREAS,  Sellers are willing to  amend the Agreement  as set forth
   herein;

             NOW, THEREFORE, the parties,  intending to be legally bound  and in
   consideration of the promises herein contained, agree as follows:

             Section 1.  Amendment to Section 1.1 of Agreement.   Section 1.1 of
   the Agreement is hereby amended by deleting the first sentence thereof in its
   entirety and substituting therefor the following sentence:

                  In full consideration for the Shares,
                  which the parties have valued at
                  $58,800,000, Burnup will, on the
                  Closing Date, deliver 10,250,000 shares
                  of the common stock of Burnup, par
                  value $.10 per share, free and clear of
                  all Liens  (as defined in Section 2.2),
                  to Sellers in the amounts set forth in 
                  Schedule 1 hereto.

             Section 2.  Amendment to Sections 1.4 and 9.1(d) and (e).   Each of
   Sections  1.4 and  9.1(d)  and (e)  of  the Agreement  is  hereby amended  by
   deleting "January 31, 1994" therefrom and substituting therefor "February 28,
   1994".

             Section 3.  Amendment of  Schedule 1.  Schedule 1 to  the Agreement
   is  hereby  amended  by  deleting  the  text  thereof  in  its  entirety  and
   substituting therefor the text of Schedule 1 attached hereto as Exhibit A.

             Section  4.   Amendment  to  Disclosure Schedule.    The Disclosure
   Schedule is hereby  amended by deleting the text thereof  in its entirety and
   substituting  therefor the text of the Disclosure Schedule attached hereto as
   Exhibit B.

             Section  5.   Amendment to  Section 3.10  of the  Burnup disclosure
   Schedule.  Section 3.10 of  the Burnup Disclosure Schedule is hereby  amended
   to add  to the litigation set  forth therein the litigation  styled Albert H.
   Kahn,  et al. v. Nick A. Caporella, et  al., civil Action No. 13248, filed in
   the  Court of Chancery of the State of Delaware in and for New Castle County,
   Delaware.

             Section 6.  Amendment  to Section 5.11(b) of the  Burnup disclosure
   Schedule.   Section  5.11(b)  of the  Burnup  Disclosure Schedule  is  hereby
   amended  by  deleting  the text  thereof  in  its  entirety and  substituting
   therefor the following:

             Burnup may, on or prior to the Closing
             Date, pay compensation in recognition 
             of loyalty and past service (in an
             aggregate amount not to exceed
             $1,000,000) to such executive officers
             and employees of Burnup and in such
             individual amounts, as Nick A. 
             Caporella shall determine, in his sole
             discretion, after consultation with
             Jorge Mas.

             Section  7.  No  Other Amendments.   Except as  amended hereby, the
   Agreement shall  remain in full force and effect in accordance with its terms
   and all  references to  the Agreement  therein  or elsewhere  shall mean  the
   Agreement as  amended by this First  Amendment.  All references  to the First
   Amendment in the Agreement or elsewhere shall mean this First Amendment.

             Section 8.  Waiver.   The parties  hereto waive their rights  under
   the Agreement arising as a result of the institution of the litigation styled
   Albert H. Kahn, et al. v. Nick  A. Caporella, et al., Civil Action No. 13248,
   filed in the Court of Chancery of the State of Delaware in and for New Castle
   County,  Delaware,   including,  without  limitation,  their   right  not  to
   consummate the  Acquisition pursuant to Article VII  of the Agreement and any
   right to  indemnification pursuant  to Section  10.01(a) or Section  10.1(b).
   Such  waiver shall  not constitute  a waiver  of any  other rights  under the
   Agreement  or of  Article  VII or  Section 10.1(a)  or  Section 10.1(b)  with
   respect to any other matter.

             Section 9.  Counterparts.  This First Amendment may be executed  in
   one or more counterparts, each of which when so executed  and delivered shall
   be  an original, but all such counterparts  shall together constitute one and
   the same  instrument.  Each  counterpart may  consist of a  number of  copies
   hereof, each  signed by  less than  all, but together  signed by  all of  the
   parties hereto.

             Section 10.  Governing Law.  This First Amendment shall be governed
   and construed  in accordance with  the laws of  the State of  Florida without
   regard to  any applicable principles of  conflicts of law.   Burnup agrees to
   the irrevocable designation of the Secretary of State of the State of Florida
   as its  agent upon whom  process against it may  be served.   Each of Sellers
   agrees to  the irrevocable designation of  Eliot C. Abbott as  his agent upon
   whom process against him may be served.  Each of the parties hereto agrees to
   personal jurisdiction in any action brought under this First Amendment in any
   court,  Federal or State,  within the State of  Florida having subject matter
   jurisdiction over such  action.  The  parties to this  First Amendment  agree
   that  any suit, action, claim,  counterclaim or proceeding  arising out of or
   relating to this First Amendment shall be instituted or brought in the United
   States  District Court  for  the Southern  District of  Florida,  or, in  the
   absence of jurisdiction, the state court  located in Dade County.  Each party
   hereto waives any objection which it may have  now or hereafter to the laying
   of the venue of any such suit, action, claim, counterclaim or proceeding, and
   irrevocable submits to  the jurisdiction of any such court  in any such suit,
   action, claim, counterclaim or proceeding.

             Section 11.  Incorporation.   This First Amendment shall  be deemed
   to incorporate  all of the provisions of the Agreement  as if fully set forth
   herein.

             IN  WITNESS WHEREOF,  the parties hereto  have executed  this First
   Amendment as of the date first written above.

                                 SELLERS:

                                    /s/ Jorge Mas Canosa        
                                 ________________________
                                 Name:  Jorge L. Mas

                                    /s/ Jorge Mas               
                                 ________________________
                                 Name:  Jorge Mas

                                    /s/ Juan Carlos Mas         
                                 ________________________
                                 Name:  Juan Carlos Mas

                                    /s/ Jose Ramon Mas          
                                 ________________________
                                 Name:  Jose Ramon Mas






   Attest:                       BURNUP & SIMS INC.

   By: /s/ Margaret M. Madden         By: /s/ Nick A. Caporella
      __________________________   ____________________________
      Name: Margaret M. Madden         Name: Nick A. Caporella
      Title: Vice President &          Title: President & Chief
             Corporate Secretary              Executive Officer











                                  SECOND AMENDMENT

             THIS  SECOND AMENDMENT TO AGREEMENT ("Second Amendment") is made as
   of the 23rd day of November 1993, by and  among Jorge L. Mas, Jorge Mas, Juan
   Carlos Mas and Jose Ramon Mas (each, a "Seller" and together, "Sellers"), and
   Burnup &  Sims Inc.,  a Delaware  corporation with  principal offices  at One
   North  University   Drive,  Fort  Lauderdale,  FL  33324   ("Burnup").    All
   capitalized terms used but not defined herein have the  meanings specified in
   the Agreement (as defined below).

             WHEREAS,  the  parties  hereto  have  executed  and  delivered  the
   Agreement dated  as of October 15,  1993, as amended by  that First Amendment
   dated November 23, 1993, pursuant to which Burnup has agreed to purchase, and
   the Sellers have agreed to sell, the Shares in exchange for the Burnup Shares
   (the "Agreement");

             WHEREAS, the parties desire  to amend the Agreement to  clarify the
   Disclosure Schedule.

             NOW, THEREFORE, the parties,  intending to be legally bound  and in
   consideration of the promises herein contained, agree as follows:


             Section 1.  Amendment to  Disclosure Schedule.  Section 4.2 of  the
   Disclosure Schedule is  hereby amended by  deleting the text  thereof in  its
   entirety and substituting the following:

                  $11,500,000, $8,500,000 of  which will  be paid  prior to  the
                  Closing  Date  in cash  (of which  $3,920,000  was paid  as of
                  September 30, 1993) and the remainder of which will be paid by
                  delivery prior to the  Closing Date of promissory note  in the
                  principal  amount of  $3,000,000,  payable to  Sellers in  six
                  consecutive   semiannual   installments   of  $500,000   each,
                  commencing on  August 1, 1994, together  with interest accrued
                  thereon, computed at  a per  annum rate equal  to two  percent
                  (2%)  above the rate announced by First Union National Bank of



                  Florida from time to time as its prime rate, which shall in no
                  event be less than eight percent (8%).

             Section 2.   No Other  Amendments.   Except as amended  hereby, the
   Agreement shall remain in full force  and effect in accordance with its terms
   and all  references to  the  Agreement therein  or elsewhere  shall mean  the
   Agreement as amended by this Second Amendment.  All references  to the Second
   Amendment in the Agreement or elsewhere shall mean this Second Amendment.


             Section 3.  Counterparts.  This Second Amendment may be executed in
   one or  more counterparts, each of which when so executed and delivered shall
   be an original, but all  such counterparts shall together constitute  one and
   the same  instrument.   Each counterpart  may consist of  a number  of copies
   hereof,  each signed by  less than  all, but  together signed  by all  of the
   parties hereto.

             Section 4.  Governing Law.  This Second Amendment shall be governed
   and construed in  accordance with the  laws of the  State of Florida  without
   regard to  any applicable principles of  conflicts of law.   Burnup agrees to
   the irrevocable designation of the Secretary of State of the State of Florida
   as  its agent upon whom  process against it  may be served.   Each of Sellers
   agrees to  the irrevocable designation of  Eliot C. Abbott as  his agent upon
   whom process against him may be served.  Each of the parties hereto agrees to
   personal  jurisdiction in any action  brought under this  Second Amendment in
   any  court, Federal  or State,  within the  State of  Florida having  subject
   matter jurisdiction over such action.   The parties to this Second  Amendment
   agree that any suit, action, claim, counterclaim or proceeding arising out of
   or relating  to this Second Amendment  shall be instituted or  brought in the
   United States District Court for the Southern District of Florida, or, in the
   absence of jurisdiction, the state court located in Dade County.   Each party
   hereto waives any  objection which it may have now or hereafter to the laying
   of the venue of any such suit, action, claim, counterclaim or proceeding, and
   irrevocable  submits to the jurisdiction of any  such court in any such suit,
   action, claim, counterclaim or proceeding.


             IN WITNESS  WHEREOF, the parties  hereto have executed  this Second
   Amendment as of the date first written above.

                                 SELLERS:

                                   /s/ Jorge Mas Canosa         
                                 _______________________________
                                 Name:  Jorge Mas Canosa


                                   /s/ Jorge Mas                
                                 _______________________________
                                 Name:  Jorge Mas


                                   /s/ Juan Carlos Mas          
                                 _______________________________
                                 Name:  Juan Carlos Mas


                                   /s/ Jose Ramon Mas           
                                 _______________________________
                                 Name:  Jose Ramon Mas






   Attest:                            BURNUP & SIMS INC.

      /s/ Margaret M. Madden             /s/ Nick A. Caporella
   By:_______________________         By:_________________________
      Name: Margaret M. Madden        Name: Nick A. Caporella
      Title: Vice President &         Title: President & Chief
             Corporate Secretary             Executive Officer
















                                  THIRD AMENDMENT

        THIS THIRD AMENDMENT TO AGREEMENT ("Third  Amendment") is made as of the
   ____ day of February, 1994, by and among Jorge L. Mas, Jorge Mas, Juan Carlos
   Mas and Jose Ramon Mas (each, a "Seller" and together, "Sellers"), and Burnup
   & Sims  Inc., a  Delaware corporation  with  principal offices  at One  North
   University Drive,  Fort Lauderdale 33324  ("Burnup").  All  capitalized terms
   used but  not defined herein have the meanings specified in the Agreement (as
   defined below).

        WHEREAS, the parties hereto have executed and delivered
   the Agreement dated  as of October  15, 1993, as  amended, pursuant to  which
   Burnup  has agreed  to purchase,  and the  Sellers have  agreed to  sell, the
   Shares in exchange for the Burnup Shares (the "Agreement");

        WHEREAS, the  parties hereto desire to amend  the Agreement as set forth
   herein;

        NOW,  THEREFORE, the  parties,  intending to  be  legally bound  and  in
   consideration of the promises herein contained, agree as follows:

        Section 1.  Amendment to Clause (a) of Article VI.  The first and second
   sentences of clause (a) of Article VI are hereby amended by deleting the text
   thereof in its entirety and substituting therefor the following sentences:

             Within six  months after the Closing  Date, Sellers shall
             request that Burnup register, and Burnup  shall register,
             2,000,000 Burnup Shares with the SEC pursuant to Rule 415
             under  the  Securities  Act  of  1933,  as  amended  (the
             "Securities  Act").   Burnup shall  promptly prepare  and
             file with the SEC a registration statement, and shall use
             its best efforts to cause such registration statement, to
             be declared  effective and thereafter shall maintain such
             registration  statement  current  until such  shares  are
             sold; provided,  however, that  Burnup may,  upon written
             notice to  Sellers delay  such registration for  a period
             not to exceed 90 days if:


        Section 2.  Amendment to Section 7.1(b) of Agreement.  Section 7.1(b) of
   the Agreement is hereby amended by  deleting the text thereof in its entirety
   and substituting therefor the following:

             (b) No preliminary or permanent injunction or other order issued by
             any federal or state court which enjoins or otherwise prohibits the
             transactions contemplated hereby shall be in effect;

        Section 3.   Amendment  to Sections  7.1(e), 7.2  and 7.3  of Agreement.
   Each of Sections 7.2(a), (e) and (f) and 7.3(a),
   (d),  (e) and  (f)  of the  Agreement  and all  references  elsewhere in  the
   Agreement to Sections  7.2(a), (e) and (f)  and 7.3(a), (d), (e)  and (f) are
   hereby deleted.  The  parties acknowledge satisfaction of the  conditions set
   forth in Section 7.1(e).

        Section 4.  Amendment to Sections 8.1(b)(i) and  8.2(b)(i).  (a) Section
   8.1(b)(i) of the Agreement is hereby  amended by deleting the text thereof in
   its entirety and substituting therefor the following:

             "(i)  that  the  representations  and  warranties  of  such  Seller
             contained in this Agreement are true and complete as of the date of
             this Third Amendment as though made on and as of  such date, except
             for changes contemplated by this Agreement and"

   (b)  Section 8.2(b)(i) is hereby amended by deleting the text
   thereof in its entirety and substituting therefor the following:

        "(i) that the representations and warranties of Burnup contained in this
        Agreement are true and complete as of the
        date of this Third Amendment as though made on and as of
        such date"

             Section  5.   Amendment  to Section  10.4.    Section 10.4  of  the
   Agreement and all  references elsewhere in the Agreement  to Section 10.4 are
   hereby deleted.

        Section  6.   Amendment to  Sections 1.4  and 9.1(d) and  (e).   Each of
   Sections 1.4 and 9.1(d) and (e) of the Agreement is
   hereby amended  by deleting  "February 28,  1994" therefrom  and substituting
   therefor "March 31, 1994."

                                       - 2 -

             Section  7.  No  Other Amendments.   Except as amended  hereby, the
   Agreement shall remain in full force  and effect in accordance with its terms
   and  all references  to the  Agreement therein  or elsewhere  shall  mean the
   Agreement as amended by this Third Amendment.

        Section 8.   Effectiveness of Amendment.   This Amendment  shall not  be
   effective until approved by the Board of Directors of Burnup.

        Section 9.  Counterparts.   This Third Amendment may be executed  in one
   or  more counterparts, each of which when  so executed and delivered shall be
   an original, but all such counterparts shall together constitute  one and the
   same instrument.   Each counterpart may consist of a number of copies hereof,
   each signed  by less  than all, but  together signed  by all  of the  parties
   hereto.

        Section 10.  Governing Law.  This Third Amendment shall  be governed and
   construed in accordance with the laws  of the State of Florida without regard
   to  any applicable  principles of  conflicts of  law.   Burnup agrees  to the
   irrevocable designation of the Secretary of State of the State  of Florida as
   its agent upon whom process against it may be served.  Each of Sellers agrees
   to the  irrevocable designation of  Eliot C.  Abbott as his  agent upon  whom
   process against  him may be  served.  Each  of the  parties hereto agrees  to
   personal jurisdiction in any action brought under this Third Amendment in any
   court, Federal  or State, within the  State of Florida  having subject matter
   jurisdiction over such  action.   The parties to  this Third Amendment  agree
   that any  suit, action, claim, counterclaim  or proceeding arising out  of or
   relating to this Third Amendment shall be instituted or brought in the United
   States  District  Court for  the  Southern District  of  Florida, or,  in the
   absence of jurisdiction, the state court  located in Dade County.  Each party
   hereto waives any objection which it may  have now or hereafter to the laying
   of the venue of any such suit, action, claim, counterclaim or proceeding, and
   irrevocably submits to  the jurisdiction of any such court  in any such suit,
   action, claim, counterclaim or proceeding.

        Section 11.   Expenses.  In the event of  litigation between the parties
   hereto as to any matter arising under this Third Amendment or relating to the
   subject matter hereof, the prevailing party shall be entitled to recover from
   the  other  party  or  parties all  of  its  reasonable  costs  and expenses,
   including, without  limitation, reasonable attorneys' fees,  incurred in such
   litigation (including appellate litigation).

                                       - 3 -

        IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this  Third
   Amendment as of the date first written above.

                                      SELLERS:

                                      /s/ Jorge L. Mas
                                      _______________________________
                                      Name:  Jorge L. Mas

                                      /s/ Jorge Mas
                                      _______________________________
                                      Name:  Jorge Mas

                                      /s/ Juan Carlos Mas
                                      _______________________________
                                      Name:  Juan Carlos Mas

                                      /s/ Jose Ramon Mas
                                      _______________________________
                                      Name:  Jose Ramon Mas


   Attest:                            BURNUP & SIMS INC.


   By:/s/ Margaret M. Madden          By:/s/ Nick A. Caporella
      __________________________         ________________________
      Name:  Margaret M. Madden          Name:  Nick A. Caporella
      Title:  Corporate Secretary        Title: President and Chief
                                                Executive Officer
















                                       - 4 -