SEC Filing | MasTec Inc.

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THIS DOCUMENT IS A COPY OF THE DEFINITIVE PROXY MATERIALS FILED ON
FEBRUARY 14, 1994 PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.

BURNUP & SIMS INC.

The undersigned hereby appoints Nick A. Caporella and George R.
Bracken, or either of them, each with the power to appoint his substitute,
proxies to represent the undersigned and to vote as designated below all
of the shares of Common Stock of Burnup & Sims Inc. (the "Company") held
of record by the undersigned on January 31, 1994 at the Annual and Special
Meeting of Stockholders (the "Meeting") to be held on March 11, 1994 and
at any adjournment or postponement thereof.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

1. ELECTION OF SAMUEL C. HATHORN, JR. AS DIRECTOR.

/__/ FOR the nominee listed above

/__/ WITHHOLD AUTHORITY to vote for the nominee listed above

2. TO APPROVE THE TERMS OF AN AGREEMENT DATED AS OF OCTOBER 15,
1993, AS AMENDED, PURSUANT TO WHICH, AMONG OTHER THINGS, (i) THE COMPANY
WILL ACQUIRE (THE "ACQUISITION") ALL OF THE OUTSTANDING CAPITAL STOCK OF
CHURCH & TOWER, INC. ("CT") AND CHURCH & TOWER OF FLORIDA, INC. ("CTF")
FOR $58.8 MILLION IN EXCHANGE FOR 10,250,000 SHARES OF COMMON STOCK OF THE
COMPANY AND (ii) IMMEDIATELY THEREAFTER, THE COMPANY WILL REDEEM
3,153,847 SHARES OF COMMON STOCK OF THE COMPANY OWNED BY NATIONAL BEVERAGE
CORP. ("NBC") IN CONSIDERATION FOR THE CANCELLATION OF $18,092,313 OF
INDEBTEDNESS OWED BY NBC TO THE COMPANY.

/__/ FOR /__/ AGAINST /__/ ABSTAIN

MI1-52505.1

3. TO APPROVE AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF
INCORPORATION (THE "CERTIFICATE") CHANGING THE NAME OF THE COMPANY TO
MASTEC INC.

/__/ FOR /__/ AGAINST /__/ ABSTAIN

4. TO APPROVE AN AMENDMENT TO THE CERTIFICATE INCREASING THE TOTAL
NUMBER OF SHARES OF COMMON STOCK WHICH THE COMPANY IS AUTHORIZED TO ISSUE
FROM 25,000,000 TO 50,000,000.

/__/ FOR /__/ AGAINST /__/ ABSTAIN

5. TO APPROVE AN AMENDMENT TO THE CERTIFICATE TO ELIMINATE ALL
DESIGNATIONS, POWERS, PREFERENCES, RIGHTS, QUALIFICATIONS, LIMITATIONS AND
RESTRICTIONS PRESCRIBED IN THE CERTIFICATE RELATING TO THE 5,000,000
SHARES OF PREFERRED STOCK AUTHORIZED BY THE CERTIFICATE AND WHICH MAY IN
THE FUTURE BE ISSUED BY THE COMPANY.

/__/ FOR /__/ AGAINST /__/ ABSTAIN

6. TO APPROVE AN AMENDMENT TO THE CERTIFICATE TO ADOPT THE
PROVISIONS OF SECTION 102(b)(7) OF THE DELAWARE GENERAL CORPORATION LAW
("DGCL") RELATING TO THE LIABILITY OF DIRECTORS.

/__/ FOR /__/ AGAINST /__/ ABSTAIN

7. TO APPROVE AN AMENDMENT TO THE CERTIFICATE TO BROADEN THE
CORPORATE POWERS OF THE COMPANY TO THE MAXIMUM EXTENT PERMITTED BY THE
DGCL AND MAKE CERTAIN OTHER CLARIFICATIONS TO THE CERTIFICATE.

/__/ FOR /__/ AGAINST /__/ ABSTAIN

8. TO APPROVE THE COMPANY'S 1994 STOCK OPTION PLAN FOR NON-EMPLOYEE
DIRECTORS.

/__/ FOR /__/ AGAINST /__/ ABSTAIN

9. TO APPROVE THE COMPANY'S 1994 STOCK INCENTIVE PLAN.

/__/ FOR /__/ AGAINST /__/ ABSTAIN

AS A CONDITION TO THE CONSUMMATION OF THE ACQUISITION, THE
STOCKHOLDERS OF THE COMPANY ARE REQUIRED TO HAVE APPROVED EACH OF THE
FOREGOING AMENDMENTS TO THE CERTIFICATE (PROPOSALS NOS. 3 THROUGH 7),
PROPOSED BY THE STOCKHOLDERS OF CT AND CTF. IF EACH OF THE PROPOSED
AMENDMENTS TO THE CERTIFICATE ARE NOT APPROVED BY THE REQUISITE NUMBER OF
STOCKHOLDER VOTES, THE ACQUISITION MAY NOT BE CONSUMMATED EVEN IF THE
TERMS OF THE ACQUISITION AGREEMENT ARE APPROVED BY THE STOCKHOLDERS OF THE
COMPANY. ADDITIONALLY, THE PROPOSALS TO (i) APPROVE THE AMENDMENTS TO THE
COMPANY'S CERTIFICATE, (ii) APPROVE THE COMPANY'S 1994 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS AND (iii) APPROVE THE COMPANY'S 1994 STOCK
INCENTIVE PLAN ARE CONDITIONED UPON THE APPROVAL OF THE TERMS OF THE
ACQUISITION AGREEMENT. ACCORDINGLY, IF THE ACQUISITION AGREEMENT IS NOT
APPROVED, THESE PROPOSALS, EVEN IF APPROVED BY THE STOCKHOLDERS, WILL NOT
BE EFFECTED.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED, "FOR" PROPOSALS 1 THROUGH 9, AND WILL BE VOTED
AT THE DISCRETION OF THE PROXIES ON ANY OTHER MATTER THAT MAY PROPERLY
COME BEFORE THE MEETING.

Dated ________________________________, 1994

__________________________________________
Signature

__________________________________________
Signature if held jointly

Please sign exactly as name appears
opposite. When shares are held by joint
tenants, both should sign. When signing as
attorney, executor, administrator, trustee
or guardian, please give full title as such.
If a corporation, please sign in full
corporate name by President or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
PROMPTLY USING ENCLOSED ENVELOPE

NOTICE OF 1993 ANNUAL AND SPECIAL MEETING OF STOCKHOLDERS -
BURNUP & SIMS INC.

TIME: 2:00 p.m. local time

DATE: March 11, 1994

PLACE: Palm Beach Gardens Marriott
4000 RCA Boulevard
Palm Beach Gardens, Florida 33410

At the 1993 Annual and Special Meeting of Stockholders of Burnup &
Sims Inc. (the "Company"), and any adjournments or postponements thereof
(the "Meeting"), the following proposals are on the agenda for action by
the stockholders:

. To elect one director to serve as a Class II director.

. To approve the terms of an Agreement, dated as of October 15,
1993, as amended (the "Acquisition Agreement"), by and among the
Company, and the stockholders of Church & Tower, Inc., a Florida
corporation ("CT"), and Church & Tower of Florida, Inc., a
Florida corporation ("CTF"), pursuant to which, among other
things, (i) the Company will acquire (the "Acquisition") all of
the issued and outstanding capital stock of CT and CTF for $58.8
million in exchange for 10,250,000 shares of the Company's
Common Stock, par value $.10 per share ("Common Stock"), and
(ii) immediately thereafter, the Company will redeem (the
"Redemption") 3,153,847 shares of Common Stock owned by National
Beverage Corp. ("NBC"), in consideration for the cancellation of
$18,092,313 of indebtedness owed by NBC to the Company.

. To approve an amendment to the Company's Certificate of
Incorporation (the "Certificate") changing the name of the
Company to MasTec Inc.

. To approve an amendment to the Certificate increasing the total
number of shares of Common Stock which the Company is authorized
to issue from 25,000,000 to 50,000,000.

. To approve an amendment to the Certificate to eliminate all
designations, powers, preferences, rights, qualifications,
limitations and restrictions prescribed in the Certificate
relating to the 5,000,000 shares of preferred stock authorized
by the Certificate and which may in the future be issued by the
Company.

. To approve an amendment to the Certificate to adopt the
provisions of Section 102(b)(7) of the Delaware General
Corporation Law ("DGCL") relating to the liability of
directors.

. To approve an amendment to the Certificate to broaden the
corporate powers of the Company to the maximum extent permitted
by the DGCL and make certain other clarifications to the
Certificate.

. To approve the Company's 1994 Stock Option Plan for Non-Employee
Directors.

. To approve the Company's 1994 Stock Incentive Plan.

. To transact such other business as may properly come before the
Meeting.

The Redemption will not be consummated unless the Acquisition shall
have occurred. Accordingly, assuming satisfaction of all other conditions
to the consummation of the Acquisition, approval by stockholders of the
Acquisition Agreement shall result in consummation of the Redemption. A
vote in favor of the Acquisition Agreement may preclude a stockholder from
challenging the Acquisition, the Redemption and the other transactions
described in the accompanying Proxy Statement and from participating in,
and receiving damages, if any, as a result of any action which has been or
may be filed on behalf of any or all of the stockholders with respect to

such transaction, including the class action and derivative complaint
filed by a stockholder of the Company relating to, among other things, the
Acquisition, the Redemption and certain other transactions described in
the Proxy Statement.

Upon consummation of the Acquisition and the transactions
contemplated thereby, the former stockholders of CT and CTF will own
approximately 65% of the issued and outstanding shares of Common Stock of
the Company. Accordingly, to the extent they act in concert, the former
stockholders of CT and CTF will have the ability to control the affairs of
the Company and control the election of the Company's directors regardless
of how the other stockholders may vote. Furthermore, such persons will
have the ability to control other actions requiring stockholder approval,
including certain fundamental corporate transactions such as a merger or
sale of substantially all of the assets of the Company, regardless of how
the other stockholders may vote. This ability may be enhanced by the
adoption of the proposed amendments to the Certificate, including those
which would (i) increase the number of authorized shares of Common Stock
from twenty-five million (25,000,000) to fifty million (50,000,000), and
(ii) eliminate all designations, powers, preferences, rights,
qualifications, limitations and restrictions in the Certificate relating
to the Company's preferred stock.

These proposed amendments to the Certificate may be deemed to have
the effect of making more difficult the acquisition of control of the
Company after the consummation of the Acquisition by means of a hostile
tender offer, open market purchases, a proxy contest or otherwise. On the
one hand, these amendments may be seen as encouraging persons seeking to
acquire control of the Company to initiate such an acquisition through
arm's-length negotiations with the Company; on the other hand, the
amendments may have the effect of discouraging a third party from making a
tender offer or otherwise attempting to obtain control of the Company,
even though such an attempt may be economically beneficial to the Company
and its stockholders. Furthermore, the proposed amendments to the
Certificate and the fact that the CT and CTF stockholders will own
approximately 65% of the Common Stock after the consummation of the
Acquisition and the Redemption may have a negative effect on the market
price and liquidity of the Common Stock.

Only holders of record of Common Stock of the Company at the close of
business on January 31, 1994 are entitled to notice of, and to vote at,
the Meeting.

A complete list of the stockholders entitled to vote at the Meeting
will be open to examination by any stockholder, for any proper purpose,
during ordinary business hours for a period of ten days prior to the
Meeting at the corporate offices of the Company at One North University
Drive, Fort Lauderdale, Florida 33324. This list will also be kept at the
Meeting and may be inspected by any stockholder present.

A Proxy Statement, setting forth certain additional information, and
the Company's Annual Report on Form 10-K for the fiscal year ended April
30, 1993 and Quarterly Report on Form 10-Q for the fiscal quarter ended
October 31, 1993, as amended, accompany this Notice of Annual and Special
Meeting.

All stockholders are cordially invited to attend the Meeting in
person. Please complete and return the proxy in the enclosed envelope
addressed to the Company, since a majority of the outstanding shares
entitled to vote at the Meeting must be represented at the Meeting in
order to transact business. Stockholders have the power to revoke any
such proxy at any time before it is voted and the giving of such proxy
will not affect the right to vote in person if the Meeting is attended.
Your vote is important.

By Order of the Board of Directors,

/s/ Nick A. Caporella
________________________________
Nick A. Caporella
Chairman of the Board,
President and Chief Executive Officer

February 10, 1994
Fort Lauderdale, Florida

Table of Contents

INFORMATION CONCERNING PROXY . . . . . . . . . . . . . . . . . . . . 1

PURPOSES OF THE MEETING . . . . . . . . . . . . . . . . . . . . . . . 2

SUMMARY OF THE ACQUISITION AND RELATED MATTERS . . . . . . . . . . . 4

PROPOSAL TO APPROVE ACQUISITION AGREEMENT
WITH CHURCH & TOWER, INC. AND
CHURCH & TOWER OF FLORIDA, INC. . . . . . . . . . . . . . . . . . . . 10
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Background of CT and CTF . . . . . . . . . . . . . . . . . . . . 10
Background of Transaction . . . . . . . . . . . . . . . . . . . 11
Reasons for Engaging in the Acquisition . . . . . . . . . . . . 17
Report and Opinion of Financial Advisor . . . . . . . . . . . . 20
Terms of the Acquisition Agreement . . . . . . . . . . . . . . . 25
Certain Effects of the Acquisition . . . . . . . . . . . . . . . 26
Interest of Certain Persons in Matters to be Acted Upon . . . . 28
Operations Following the Acquisition . . . . . . . . . . . . . . 29
Appraisal Rights . . . . . . . . . . . . . . . . . . . . . . . . 30
Restrictions on Resales of Burnup Shares to be
Issued in the Acquisition. . . . . . . . . . . . . . . . . . . 30
Certain Expenses of the Acquisition . . . . . . . . . . . . . . 30
Memorandum of Understanding . . . . . . . . . . . . . . . . . . 30

PROPOSAL TO APPROVE AMENDMENTS TO THE
COMPANY'S CERTIFICATE OF INCORPORATION . . . . . . . . . . . . . . . 32

PROPOSAL TO APPROVE 1994 STOCK OPTION
PLAN FOR NON-EMPLOYEE DIRECTORS . . . . . . . . . . . . . . . . . . . 38
Summary of Directors' Plan . . . . . . . . . . . . . . . . . . . 38
Federal Income Tax Consequences . . . . . . . . . . . . . . . . 40

PROPOSAL TO APPROVE
1994 STOCK INCENTIVE PLAN . . . . . . . . . . . . . . . . . . . . . . 41
Summary of Incentive Plan . . . . . . . . . . . . . . . . . . . 41

Federal Income Tax Consequences . . . . . . . . . . . . . . . . 44

ELECTION OF DIRECTOR . . . . . . . . . . . . . . . . . . . . . . . . 47

MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Information as to Nominees and Other Directorships . . . . . . . 47
Nominee for Director . . . . . . . . . . . . . . . . . . . . . . 47
Directors Whose Terms of Office will Continue After
the Annual Meeting . . . . . . . . . . . . . . . . . . . . . . 48
Executive Officers . . . . . . . . . . . . . . . . . . . . . . . 49
Proposed Directors and Executive Officers . . . . . . . . . . . 49
Directors Following Consummation of the Acquisition . . . . . . 51
Meetings and Committees of the Board of Directors . . . . . . . 51
Director Compensation . . . . . . . . . . . . . . . . . . . . . 52

EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . 52
Summary Compensation Table . . . . . . . . . . . . . . . . . . . 52
Options Granted in Last Fiscal Year . . . . . . . . . . . . . . 53
Aggregate Fiscal Year-End Stock Option Value Table . . . . . . . 53
Long-Term Incentive and Pension Plans . . . . . . . . . . . . . 53
Report of the Compensation and Stock Option Committee . . . . . 54
Executive Compensation Subsequent to the Acquisition . . . . . . 55

PERFORMANCE GRAPH . . . . . . . . . . . . . . . . . . . . . . . . . . 55

CERTAIN TRANSACTIONS AND LITIGATION . . . . . . . . . . . . . . . . . 56

CERTAIN CT AND CTF TRANSACTIONS . . . . . . . . . . . . . . . . . . . 57

SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . . . 59

THE COMPANY, CT AND CTF UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS . . . . . . . . . . . . . 62

CT AND CTF'S MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION . . . . . . 68
Results of Operations . . . . . . . . . . . . . . . . . . . . . 68

Liquidity and Capital Resources . . . . . . . . . . . . . . . . 69

OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS . . . . . . . . . . . 71

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF . . . . . . . . . . . 72
Security Ownership of Certain Beneficial Owners . . . . . . . . 72
Security Ownership of Management . . . . . . . . . . . . . . . . 73
Compliance with Section 16(a) of the Securities
Exchange Act of 1934 . . . . . . . . . . . . . . . . . . . . . 74

INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . F-1

STOCKHOLDER PROPOSALS FOR ANNUAL MEETING . . . . . . . . . . . . . . 75

INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . 75

AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . 75

INCORPORATION BY REFERENCE . . . . . . . . . . . . . . . . . . . . . 76

APPENDICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77

iii

1993 ANNUAL AND SPECIAL MEETING OF STOCKHOLDERS
OF
BURNUP & SIMS INC.
____________________

PROXY STATEMENT
___________________

This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors (the "Board of Directors" or the "Board") of
Burnup & Sims Inc., a Delaware corporation ("Burnup & Sims" or the
"Company"), of proxies from the holders of the Company's Common Stock, par
value $.10 per share (the "Common Stock"), for use at the 1993 Annual and
Special Meeting of Stockholders of the Company to be held at the Palm
Beach Gardens Marriott, 4000 RCA Boulevard, Palm Beach Gardens, Florida
33410 on March 11, 1994 at 2:00 p.m., local time and any adjournments or
postponements thereof (the "Meeting").

The approximate date on which this Proxy Statement and the enclosed
form of proxy are first being sent to stockholders is February 10, 1994.
Stockholders should review the information provided herein in conjunction
with the Annual Report on Form 10-K of the Company for the fiscal year
ended April 30, 1993 (the "Annual Report"), and the Quarterly Report on
Form 10-Q of the Company for the six months ended October 31, 1993, as
amended, which accompany this Proxy Statement.

INFORMATION CONCERNING PROXY

The giving of a proxy does not preclude the right to vote in person
should any stockholder giving a proxy so desire. The mailing address of
the principal executive offices of the Company is P.O. Box 15070, Fort
Lauderdale, Florida 33318. A stockholder who gives a proxy may revoke it
at any time before it is exercised, either in person at the Meeting or by
filing with Ms. Margaret M. Madden, Vice President and Corporate Secretary
of the Company, at the address of the executive offices set forth above, a

written revocation or a duly executed proxy bearing a later date than the
date of the proxy being revoked.

The cost of preparing, assembling and mailing this Proxy Statement,
the Notice of Annual and Special Meeting of Stockholders and the enclosed
proxy will be borne by the Company. In addition to the use of mail,
officers, directors and employees of the Company may solicit proxies
personally and by telephone. The Company's officers, directors and
employees will receive no compensation for soliciting proxies other than
their regular salaries. The Company has retained Hill & Knowlton to
assist in soliciting proxies for use at the Meeting for an aggregate fee
of $8,000 plus reimbursement of reasonable out-of-pocket expenses. The
Company may request banks, brokers and other custodians, nominees and
fiduciaries to forward copies of the proxy material to the beneficial
owners on whose behalf they are holding shares of Common Stock and to
request authority for the execution of proxies. The Company may reimburse
such persons for their expenses in so doing.

PURPOSES OF THE MEETING

At the Meeting, the Company's stockholders will consider and vote
upon the following matters:

1. The election of one member to the Company's Board of Directors
to serve as a Class II director.

2. The approval of the terms of an Agreement, dated as of October
15, 1993 by and among the Company and the stockholders of Church & Tower,
Inc., a Florida corporation ("CT"), and Church & Tower of Florida, Inc., a
Florida corporation ("CTF"), as amended (the "Acquisition Agreement"),
pursuant to which, among other things, (i) the Company will acquire all of
the issued and outstanding capital stock of CT and CTF (collectively, the
"CT and CTF Shares") for $58.8 million in exchange for 10,250,000 shares
of Common Stock (the "Burnup Shares"), and (ii) immediately thereafter,
the Company will redeem (the "Redemption") 3,153,847 shares of Common
Stock owned by National Beverage Corp. ("NBC"), in consideration for the
cancellation of $18,092,313 of indebtedness owed by NBC to the Company.
The acquisition of CT and CTF by the Company pursuant to the terms of the
Acquisition Agreement is sometimes herein referred to as the
"Acquisition."

3. The approval of an amendment to the Company's Certificate of
Incorporation (the "Certificate") changing the name of the Company to
MasTec Inc.

4. The approval of an amendment to the Certificate increasing the
total number of shares of Common Stock which the Company is authorized to
issue from 25,000,000 to 50,000,000.

5. The approval of an amendment to the Certificate to eliminate all
designations, powers, preferences, rights, qualifications, limitations and
restrictions prescribed in the Certificate relating to the 5,000,000
shares of preferred stock authorized by the Certificate and which may in
the future be issued by the Company.

6. The approval of an amendment to the Certificate to adopt the
provisions of Section 102(b)(7) of the Delaware General Corporation Law
(the "DGCL") relating to the liability of directors.

7. The approval of an amendment to the Certificate to broaden the
corporate powers of the Company to the maximum extent permitted by the
DGCL and make certain other clarifications to the Certificate.

8. The approval of the Company's 1994 Stock Option Plan for Non-
Employee Directors.

9. The approval of the Company's 1994 Stock Incentive Plan.

10. The transaction of such other business as may properly come
before the Meeting and any adjournments or postponements thereof.

As a condition to the consummation of the Acquisition, the
stockholders of the Company are required to have approved each of the
foregoing amendments to the Certificate, proposed by the stockholders of
CT and CTF. If each of the proposed amendments to the Certificate are not
approved by the requisite number of stockholder votes, the Acquisition may
not be consummated even if the terms of the Acquisition Agreement are
approved by the stockholders of the Company. Additionally, the proposals
to (i) approve such amendments to the Company's Certificate, (ii) approve
the Company's 1994 Stock Option Plan for Non-Employee Directors and
(iii) approve the Company's 1994 Stock Incentive Plan are conditioned upon
the approval of the terms of the Acquisition Agreement. Accordingly, if
the Acquisition Agreement is not approved, these proposals, even if
approved by the stockholders, will not be effected.

Unless a stockholder otherwise specifies therein, all shares
represented by valid proxies will be voted FOR the election as director of
the Company of the person named under the caption "Election of Director,"
FOR the adoption of the Acquisition Agreement, FOR each of the amendments
to the Company's Certificate, FOR approval of the Company's 1994 Stock
Option Plan for Non-Employee Directors and FOR approval of the Company's
1994 Stock Incentive Plan, and will be voted at the discretion of the

proxies on any other matter that may properly come before the Meeting.
Where a stockholder has specified how a proxy is to be voted, it will be
voted accordingly. The Board of Directors does not know of any action to
be taken at the Meeting other than the foregoing.

SUMMARY OF THE ACQUISITION AND RELATED MATTERS

The following is a summary of certain information contained in this
Proxy Statement concerning the Acquisition and matters related thereto.
This summary is provided for your convenience, should not be considered
complete, and is qualified in its entirety by the detailed discussions
contained elsewhere in this Proxy Statement, the Financial Statements and
Notes thereto included herein or incorporated by reference herein and by
reference to the Acquisition Agreement, a copy of which is attached hereto
as Appendix A. Certain terms which are used in this Proxy Statement are
defined in the summary. THE COMPANY'S STOCKHOLDERS ARE URGED TO READ THE
ENTIRE PROXY STATEMENT CAREFULLY, INCLUDING ALL APPENDICES HERETO AND ALL
DOCUMENTS INCORPORATED HEREIN BY REFERENCE.

The Company. The Company is a corporation incorporated under the
laws of the state of Delaware with its principal offices located at One
North University Drive, Fort Lauderdale, Florida 33324. Where
appropriate, the term the Company shall mean and include Burnup & Sims
Inc. and its subsidiaries. The Company's telephone number is (305) 587-
4512.

The Company was founded in 1929 and currently provides a wide range
of cable design, installation and maintenance services to telephone, CATV
and utility services throughout the United States. These services are
rendered through various subsidiary companies located principally in
California, Florida, Georgia, Mississippi, North Carolina and Texas. In
addition, the Company manufactures power supplies for the CATV industry,
operates a motion picture theater chain in the southeastern U.S. and also
provides commercial printing and graphic arts services.

CT and CTF. CT and CTF provide a broad range of services to the
telecommunications industry and are engaged in providing construction and
design services to government and industry, in South Florida. CTF is
principally involved in providing engineering, construction and

maintenance services to local utility companies under master contracts.
CT is a subcontractor of CTF and engages in selected construction projects
in the public and private sectors. CT and CTF are sometimes collectively
referred to herein as the "CT Group." See "PROPOSAL TO APPROVE
ACQUISITION AGREEMENT WITH CHURCH & TOWER, INC. AND CHURCH & TOWER OF
FLORIDA, INC. - Background of CT and CTF."

The Proposed Acquisition. Pursuant to the terms of the Acquisition
Agreement, the Company will acquire the CT and CTF Shares for $58.8
million in exchange for 10,250,000 shares of Common Stock issued to the
present stockholders of CT and CTF. As a result of the Acquisition, CT
and CTF will become wholly-owned subsidiaries of the Company. The
Acquisition will become effective immediately following receipt of
stockholder approval and satisfaction or waiver of all other conditions
set forth in the Acquisition Agreement (the "Closing Date" or the
"Closing"). See "PROPOSAL TO APPROVE ACQUISITION AGREEMENT WITH CHURCH &
TOWER, INC. AND CHURCH & TOWER OF FLORIDA, INC - Terms of the Acquisition
Agreement."

Change of Control. As a result of transactions contemplated by and
in connection with the Acquisition, the present stockholders of CT and CTF
will own approximately 65% of the Common Stock outstanding immediately
after consummation of the Acquisition and the Redemption. See
"MANAGEMENT-Proposed Directors and Executive Officers." To the extent
such persons act in concert, they will be controlling stockholders of the
Company and will have the ability to control the election of the Company's
directors and certain fundamental corporate transactions regardless of how
the other stockholders may vote. See "PROPOSAL TO APPROVE ACQUISITION
AGREEMENT WITH CHURCH & TOWER, INC. AND CHURCH & TOWER OF FLORIDA, INC. -
Certain Effects of the Acquisition - Change of Control."

Requirements for Stockholder Approval. The listing requirements of
The National Association of Securities Dealers Automated Quotation System
("NASDAQ") require stockholder approval of any transaction, such as the
Acquisition, in which the issuer proposes to issue new shares of a listed

class of securities constituting 20% or more of the outstanding shares of
such class prior to the date of issuance. The Burnup Shares will
constitute approximately 65% of the outstanding Common Stock following
consummation of the Acquisition and the Redemption. Accordingly, it is a
condition to the consummation of the Acquisition that holders of a
majority of the outstanding Common Stock approve the terms of the
Acquisition Agreement. The terms of the Acquisition Agreement were
reviewed and approved by the Special Transaction Committee of the Board of
Directors of the Company (the "Special Transaction Committee") on behalf
of the stockholders of the Company (other than NBC and its affiliates).
See "MANAGEMENT - Meetings and Committees of Board of Directors" for the
names of the members of the Special Transaction Committee and the
functions of such committee.

The vote of a majority of the unaffiliated stockholders of the
Company is not required to approve the Acquisition Agreement. NBC, which
currently holds approximately 36% of the shares of outstanding Common
Stock, will vote in connection with the proposal to approve the
Acquisition Agreement. The Redemption will not be consummated unless the
Acquisition shall have occurred. Accordingly, assuming satisfaction of
all other conditions to the consummation of the Acquisition, approval by
stockholders of the Acquisition Agreement shall result in consummation of
the Redemption. A vote in favor of the Acquisition Agreement may preclude
a stockholder of the Company from challenging the Acquisition, the
Redemption and the other transactions described in this Proxy Statement
and from participating in, and receiving damages, if any, as a result of
any action which has been or may be filed on behalf of any or all of the
stockholders with respect to such transactions. See "CERTAIN TRANSACTIONS
AND LITIGATION" for a description of a class action and derivative
complaint relating to, among other things, the Acquisition, the Redemption
and certain other transactions described in this Proxy Statement. On
November 16, 1993, the Board of Directors of the Company approved the
Acquisition.

The Redemption. The Acquisition Agreement provides as a condition to
the consummation of the Acquisition by the stockholders of CT and CTF and
the Company that (i) the Company shall have entered into a written
agreement with NBC pursuant to which the Company shall have agreed to
redeem 3,153,847 shares of Common Stock owned by NBC, (ii) all of the
conditions to the consummation of the Redemption shall have been satisfied
or waived, except the condition requiring consummation of the Acquisition,
and (iii) the stockholders of CT and CTF shall have received a written
certificate from the Chief Executive Officer and Chief Financial Officer
of the Company that all of the conditions to the consummation of the
Redemption shall have been satisfied or waived, except the condition to
the Redemption that the Acquisition shall have occurred, which certificate
shall be supported by a certificate from the Chief Executive Officer of
NBC, to the same effect. Accordingly, the Acquisition will be consummated
prior to the Redemption. The Acquisition and Redemption are sometimes
referred to herein as the "Transaction."

The Redemption was negotiated and approved by the Special Transaction
Committee on behalf of the stockholders of the Company (other than NBC and
its affiliates). The consideration for the Redemption will be the
cancellation of $18,092,313 of indebtedness owed by NBC to the Company,
consisting of (x) the outstanding principal of $17,500,000 of a 14%
Subordinated Debenture (the "Subordinated Debenture") owed to the Company
by NBC and (y) a credit of the next succeeding principal payments in the
amount of $592,313 of a promissory note with an outstanding principal
amount of $1,371,430 owed to the Company by NBC (the "Other
Indebtedness"). Nick A. Caporella, the Chairman of the Board of
Directors, President and Chief Executive Officer of the Company is also
the Chairman of the Board of Directors, President, Chief Executive Officer
and controlling stockholder of NBC. On November 16, 1993, the Board of
Directors of the Company approved the Redemption. The Board of Directors
of NBC has not yet approved the terms of the Redemption. See "PROPOSAL TO
APPROVE ACQUISITION AGREEMENT WITH CHURCH & TOWER, INC. AND CHURCH & TOWER
OF FLORIDA, INC. - Interest of Certain Persons in Matters to be Acted
Upon", and "CERTAIN TRANSACTIONS AND LITIGATION."

Fairness Opinion. The Special Transaction Committee has retained
PaineWebber Incorporated ("PaineWebber") as a financial advisor in
connection with the Acquisition and the transactions contemplated thereby
to render an opinion to the Special Transaction Committee as to the
fairness from a financial point of view of the Transaction. On
November 16, 1993, representatives of PaineWebber advised the Special
Transaction Committee of its valuation analysis and indicated that they
were not aware of any facts on such date that would preclude such
representatives from recommending to PaineWebber's fairness opinion
committee that on such date, the Transaction is fair, from a financial
point of view to the Company and the holders of Common Stock other than
NBC and its affiliates. On January 18, 1994, PaineWebber delivered their
written opinion which is attached hereto as Appendix B indicating that
each of the Acquisition, Redemption and Transaction is fair, from a
financial point of view to the Company and the holders of Common Stock,
other than NBC and its affiliates. The opinion of PaineWebber sets forth
the assumptions made, the matters considered and the scope of the review.
PaineWebber will reaffirm its opinion immediately prior to the Meeting.
See "PROPOSAL TO APPROVE ACQUISITION AGREEMENT WITH CHURCH & TOWER, INC.
AND CHURCH & TOWER OF FLORIDA, INC. - Report and Opinion of Financial
Advisor."

Outstanding Stock Options. Pursuant to the terms of the Acquisition
Agreement, the Company is required to take all necessary action to cause
the acceleration, in certain instances, of the vesting periods of options
and rights to elect alternative settlement methods issued pursuant to the
Company's 1976 Stock Option Plan and 1978 Stock Option Plan. See
"PROPOSAL TO APPROVE ACQUISITION AGREEMENT WITH CHURCH & TOWER, INC. AND
CHURCH & TOWER OF FLORIDA, INC. -Certain Effects of the Acquisition --
Outstanding Stock Options."

Conditions to Acquisition. There are a number of conditions which
must be satisfied prior to or simultaneous with the Acquisition, including
certain matters relating to the Redemption. See "PROPOSAL TO APPROVE
ACQUISITION AGREEMENT WITH CHURCH & TOWER, INC. AND CHURCH & TOWER OF

FLORIDA, INC. -Terms of the Acquisition Agreement -- Conditions of the
Acquisition."

Reasons for the Acquisition. In determining to recommend the
approval of the Acquisition Agreement and the transactions contemplated
thereby (including the Redemption) to the Board of Directors, and in
approving the Acquisition Agreement and the transactions contemplated
thereby (including the Redemption) and recommending that stockholders
approve and adopt the Acquisition Agreement and the transactions
contemplated thereby (including the Redemption), the Special Transaction
Committee and the Board, respectively, considered and based their opinion
as to the fairness of the transactions contemplated by the Acquisition
Agreement, on a number of factors, including the following: (i) the
belief of the Board and Special Transaction Committee that the combination
of the Company, CT and CTF is an attractive business opportunity because
the Company's financial condition, business prospects and senior
management will be strengthened through the consummation of the
Acquisition and greater economies of scale and synergies will be created;
(ii) the belief of the Board and Special Transaction Committee that
significant favorable recent developments are taking place in the domestic
and international telecommunications industry and the combined entity will
be better able to compete in the global marketplace; and (iii) the oral
and written presentations and the written opinion of PaineWebber as to the
fairness from a financial point of view of the Transaction to the Company
and the holders of Common Stock other than NBC and its affiliates. See
"PROPOSAL TO APPROVE ACQUISITION AGREEMENT WITH CHURCH & TOWER, INC. AND
CHURCH & TOWER OF FLORIDA, INC. - Background of Transaction; Reasons for
Engaging in the Acquisition."

Directors and Management of the Company Following the Acquisition.
The Acquisition Agreement provides that upon consummation of the
Acquisition and the transactions contemplated thereby, the Board of
Directors will hold a meeting at which (i) Jorge Mas will be elected as
President and Chief Executive Officer of the Company and the Board will
determine his compensation and (ii) the size of the Board will be expanded

from five to seven members. The directors intend to appoint Jorge L. Mas
Canosa as a Class II director and Jorge Mas as a Class I director. Prior
to the conducting of any other business at such meeting, Nick A. Caporella
(a Class I Director) and Leo J. Hussey (a Class III Director) will resign
from the Board of Directors. The remaining directors will appoint Eliot
C. Abbott as a Class II Director and Arthur B. Laffer as a Class III
Director to fill the resulting vacancies. Messrs. Mas Canosa and Mas are
controlling stockholders of CTF and CT, respectively. See "MANAGEMENT -
Proposed Directors and Executive Officers" and "EXECUTIVE COMPENSATION -
Report of the Compensation and Stock Option Committee."

Appraisal Rights. The holders of Common Stock are not entitled to
appraisal rights under Delaware law with respect to the Acquisition or any
transactions contemplated by the Acquisition Agreement.

Restrictions on Resales of Burnup Shares. The Burnup Shares received
by the stockholders of CT and CTF in connection with the Acquisition will
be subject to certain restrictions on transfer. Pursuant to the
Acquisition Agreement, however, the Company has agreed, under certain
circumstances, to register the Burnup Shares. See "PROPOSAL TO APPROVE
ACQUISITION AGREEMENT WITH CHURCH & TOWER, INC. AND CHURCH & TOWER OF
FLORIDA, INC. - Terms of the Acquisition Agreement -- Registration Rights"
and "PROPOSAL TO APPROVE ACQUISITION AGREEMENT WITH CHURCH & TOWER, INC.
AND CHURCH & TOWER OF FLORIDA, INC. -Restrictions on Resales of Burnup
Shares to be Issued in the Acquisition."

Indemnification. The Acquisition Agreement provides that in certain
circumstances (i) the Company will indemnify and hold harmless CT, CTF and
their respective stockholders, and (ii) the CT and CTF stockholders will
indemnify and hold harmless the Company, its subsidiaries and their
respective officers and directors. The aggregate liability of the CT and
CTF stockholders is limited to the sum of $1,000,000 plus the aggregate
fair market value of 350,000 Burnup Shares on the date of payment. The
Company's aggregate liability is limited to the sum of $2,500,000. The
Acquisition Agreement also provides that at Closing, the Company will

enter into an Indemnification Agreement with certain current and former
directors and officers of the Company pursuant to which the Company will
be obligated to indemnify and hold harmless such directors and officers to
the fullest extent permitted under Delaware law, subject to certain
limitations, for a period of six years after Closing for all damages and
costs which they suffer or incur by reason of the fact that they were or
are a director or officer of the Company. See "PROPOSAL TO APPROVE
ACQUISITION AGREEMENT WITH CHURCH & TOWER, INC. AND CHURCH & TOWER OF
FLORIDA, INC. - Terms of the Acquisition Agreement - Indemnification."

Accounting Treatment. The Acquisition will be accounted for as a
"purchase", as such term is used under generally accepted accounting
principles, for accounting and financial reporting purposes. Because of
certain factors, including the fact that the stockholders of the CT Group
will hold a majority of the Common Stock subsequent to the Closing and
that they or their designees will constitute a majority of the Board of
Directors, it is anticipated that the Acquisition will be treated as a
"reverse acquisition", with the CT Group considered to be the acquiring
entity. See "PROPOSAL TO APPROVE ACQUISITION AGREEMENT WITH CHURCH &
TOWER, INC. AND CHURCH & TOWER OF FLORIDA, INC. - Certain Effects of the
Acquisition -- Accounting Treatment."

Certain Federal Income Tax Considerations. The stockholders of CT
and CTF have received an opinion from Price Waterhouse substantially to
the effect that, on the basis of the facts in existence at the Closing
Date, the Acquisition constitutes a tax-free reorganization within the
meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended
(the "Code"). See "PROPOSAL TO APPROVE ACQUISITION AGREEMENT WITH CHURCH
& TOWER, INC. AND CHURCH & TOWER OF FLORIDA, INC. - Certain Effects of the
Acquisition -- Federal Income Tax Considerations."

Other Approvals. The Acquisition is subject to the requirements of
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the
"HSR Act"), and the rules and regulations thereunder. On January 21,
1994, the Company and the CT Group made the necessary filings under the

HSR Act with the Federal Trade Commission and Justice Department and on
February 2, 1994, the Company was notified that early termination of the
waiting period had been granted. Additionally, under certain of the loan
documents between the Company and its senior bank lender, and between the
CT Group and its bank lender (which is the same as the Company's lender),
the written consent of such lender is required to consummate the
Acquisition. Such lender has orally indicated to each of the Company and
the CT Group that it intends to provide its written consent for
consummation of the Acquisition, subject to certain conditions. The
Company and the CT Group are not currently aware of any other material
permits, approvals, consents or similar actions that are required for
consummation of the Acquisition.

Approval by CT and CTF Stockholders. The stockholders of each of CT
and CTF have unanimously approved the Acquisition Agreement.

Amendments to the Company's Certificate. As a condition to the
consummation of the Acquisition, the Company is required to have approved
certain amendments to the Certificate proposed by the CT Group. See
"PROPOSAL TO APPROVE AMENDMENTS TO THE COMPANY'S CERTIFICATE OF
INCORPORATION." The affirmative votes of the holders of a majority of the
outstanding Common Stock will be required for approval of each amendment
to the Certificate. The proposed amendments to the Certificate are
contingent upon the consummation of the Acquisition and, as such, will not
be effected unless the terms of the Acquisition Agreement are approved at
the Meeting.

The Proposal to Approve the Company's 1994 Stock Option Plan for Non-
Employee Directors. The CT and CTF stockholders have proposed, subject to
approval by the holders of the Common Stock, the 1994 Stock Option Plan
for Non-Employee Directors (the "Directors' Plan"). There will be 400,000
shares of Common Stock reserved for issuance pursuant to the Directors'
Plan. The members of the Special Transaction Committee have agreed not to
participate in the Directors' Plan. See "PROPOSAL TO APPROVE 1994 STOCK
OPTION PLAN FOR NON-EMPLOYEE DIRECTORS."

The Proposal to Approve 1994 Stock Incentive Plan. The CT and CTF
stockholders have proposed, subject to approval by the holders of Common
Stock, the 1994 Stock Incentive Plan (the "Incentive Plan") for key
employees of the Company and its subsidiaries to replace the existing 1976
Stock Option Plan (the "Current Plan"). There will be 800,000 shares of
Common Stock reserved for issuance pursuant to the Incentive Plan. See
"PROPOSAL TO APPROVE 1994 STOCK INCENTIVE PLAN."

Operations Following the Acquisition. Following consummation of the
Acquisition, each of CT and CTF will become a wholly-owned subsidiary of
the Company. Other than as described herein, it is the present intention
of the CT and CTF stockholders to operate the subsidiaries of the Company
under their present names and related trade names in substantially the
same manner following consummation of the Acquisition as currently being
operated. The proposed Board of Directors will, upon consummation of the
Acquisition, review additional information about the Company and, upon
completion of such review, may develop or propose plans which may result
in changes in the operations of the Company. See "PROPOSAL TO APPROVE
ACQUISITION AGREEMENT WITH CHURCH & TOWER, INC. AND CHURCH & TOWER OF
FLORIDA, INC. - Operations Following the Acquisition."

PROPOSAL TO APPROVE ACQUISITION AGREEMENT
WITH CHURCH & TOWER, INC. AND
CHURCH & TOWER OF FLORIDA, INC.

General

A copy of the Acquisition Agreement is attached to this Proxy
Statement as Appendix A and incorporated herein by reference. The
following summary of the material terms of the Acquisition Agreement, and
the potential consequences thereof does not purport to be complete. The
discussion of the Acquisition Agreement is qualified in its entirety by
reference to the text of the Acquisition Agreement. The Company's
stockholders are urged to read the entire proxy statement carefully,
including all appendices hereto and all documents incorporated herein by
reference.

The Closing under the Acquisition Agreement will occur immediately
following receipt of stockholder approval and satisfaction or waiver of
all other conditions set forth in the Acquisition Agreement. As a result,
each of CT and CTF will become wholly-owned subsidiaries of the Company
and the former stockholders of CT and CTF will own approximately 65% of
the outstanding Common Stock after giving effect to the Acquisition and
the Redemption and, to the extent they act in concert, will be controlling
stockholders of the Company. See " - Certain Effects of the Acquisition -
Change in Control."

The listing requirements of NASDAQ require stockholder approval of
any acquisition transaction in which the issuer proposes to issue new
shares of a listed class of securities constituting 20% or more of the
outstanding shares of such class prior to the date of issuance. The
Burnup Shares will constitute 65% of the outstanding Common Stock
following consummation of the Acquisition and the Redemption contemplated
thereby. Accordingly, it is a condition to the Acquisition that holders
of a majority of the outstanding Common Stock of the Company approve the
terms of the Acquisition Agreement.

The terms of the Acquisition Agreement were reviewed and approved by
the Special Transaction Committee on behalf of the stockholders of the
Company (other than NBC and its affiliates). The vote of a majority of
the unaffiliated stockholders of the Company is not required to approve
the Acquisition Agreement. NBC, which currently holds approximately 36%
of the shares of outstanding Common Stock, will vote in connection with
the proposal to approve the Acquisition Agreement. A vote in favor of the
Acquisition Agreement may preclude a stockholder of the Company from
challenging the Acquisition, the Redemption and the other transactions
described in this Proxy Statement and from participating in, and receiving
damages, if any, as a result of any action which has been or may be filed
on behalf of any or all of the stockholders with respect to such
transactions. See "CERTAIN TRANSACTIONS AND LITIGATION" for a description
of a class action and derivative complaint relating to, among other
things, the Acquisition, the Redemption and certain other transactions
described in this Proxy Statement.

Background of CT and CTF

CTF was incorporated under the laws of Florida in 1968. Since 1969,
CTF has performed engineering, construction and maintenance services on
behalf of Southern Bell, an affiliate of BellSouth, pursuant to master
contracts covering outside plant work. CTF currently holds three such
master contracts, expiring at various times through 1996, for Dade County
and south Broward County, Florida. The revenues generated under such
contracts constitute approximately 70% of its total combined revenues.
CTF also provides construction and maintenance services under individual
contracts to local utilities, including the Miami-Dade Water and Sewer
Department.

CT was incorporated under the laws of Florida in 1990 to engage in
selected construction projects in the public and private sectors. In
1990, a joint venture (the "9001 Joint Venture") of which CT is the
majority partner was established for the purpose of constructing a
detention facility in Dade County with a capacity of approximately 2,500
beds which was completed in 1993. In September, 1990, CT entered into a

joint venture (the "OCT Joint Venture") of which CT is a 20% minority
partner with Constructora Norberto Odebrecht, an international
construction contractor, to construct governmental projects. The OCT
Joint Venture has completed the Brickell Extension Project of the City of
Miami's Metro Mover, an elevated transportation system, and has begun
construction of a landfill in south Dade County.

In May 1992, CT merged with Communication Contractors, Inc., an
affiliate of CTF engaged primarily in providing manpower and equipment to
CTF. Since the merger, work under the Southern Bell master contracts has
been subcontracted to CT. The principal offices of CT and CTF are located
at 8600 N.W. 36th Street, Miami, Florida 33178 and their telephone number
is (305) 599-1800.

Background of Transaction

The acquisition by the Company of CT and CTF represents the
culmination of the Company's efforts to implement a transactional solution
to the operational and strategic challenges resulting from the impact of
the recession on the Company's core operations.

The recent recession resulted in the deferral or cancellation of
construction projects and a general contraction in the market for the
services comprising the Company's core business. The Company believed
that while it had adequate resources to participate in renewed growth in
the market expected to occur following the recession's anticipated end,
its ability to participate in that growth would be enhanced if it combined
with a strategic partner. It was the Company's view that an appropriate
partner would be one which conducted substantial business in the
telecommunications services industry, had strong operational management
and a history of positive operating results. The Company's management and
Board recognized that the search for a strategic partner would have to be
conducted with sensitivity to the possible detrimental effects that such a
search could have on the Company's core business.

In February 1992, the Company announced that it had entered into an
agreement with certain stockholders of Dycom Industries, Inc. ("Dycom"), a

company engaged in the telecommunications industry, pursuant to which,
among other things, the Company acquired an option to purchase
approximately 9.9% of the outstanding common stock of Dycom. At the time,
the Company was seeking to effect a merger or business combination with
Dycom. The Company believed that the combined entity would result in cost
saving efficiencies that would enhance earnings. Over the course of the
next few months, representatives of the Company unsuccessfully attempted
to commence discussions with members of senior management of Dycom, as
well as its Board of Directors. On December 3, 1992, the Company
announced that the agreement had expired pursuant to its terms.

In August 1992, after numerous attempts to negotiate with Dycom had
failed, a meeting of the Special Transaction Committee of the Board of
Directors was held to consider alternatives in light of the decline in
profitability. The members of the Special Transaction Committee are
Messrs. Conlee, Morse and Hathorn. During the course of the meeting,
representatives of PaineWebber discussed with members of the Committee a
variety of alternatives to enhance stockholder value, including a merger,
sale of all or substantially all of the assets or other business
combination. In addition, the Committee discussed the lack of any
expression of interest by third parties to engage in a business
combination with the Company in spite of the Company's public
announcements that it was seeking to effect such a transaction. The
difficulty of managing the Company's business during any attempt to seek
strategic partners was also discussed. Prior to conclusion of the
meeting, the Special Transaction Committee requested PaineWebber to
prepare a proposal for the Committee's review with respect to engaging
PaineWebber as financial advisor in connection with the sale or merger of
the Company.

In October 1992, the Board of Directors of the Company held a meeting
to discuss the engagement of PaineWebber by the Special Transaction
Committee to explore strategic alternatives for the Company, including the
sale of part or all of the Company. Although PaineWebber was not formally
engaged by the Special Transaction Committee, PaineWebber reflected upon
strategic merger and acquisition alternatives and attempted to identify
likely candidates for merger, joint ventures and/or partners for all or

part of the Company. While PaineWebber considered certain companies as
potential candidates, preliminary analysis and efforts by PaineWebber led
it to conclude that there was a very low likelihood of effecting a
transaction with any such candidates. In the course of its activities,
PaineWebber noted that the impact of the economic recession on the
industry of which the Company is a part substantially reduced the
likelihood of successfully concluding a transaction, both because of
effects of that recession on the Company's performance and the effects of
the recession on potential other parties to a transaction. In addition,
the interrelationship between the Company and NBC increased the difficulty
of effecting a transaction.

In April 1993, representatives of the Company were contacted by Jorge
Mas, President of CT, who expressed an interest in meeting with the
Company to discuss a possible business combination with the Company. From
late April 1993 through July 1993, Nick A. Caporella, Chairman of the
Board, President and Chief Executive Officer of the Company, met with
representatives of the CT Group and discussed in conceptual terms the
possibility of such a transaction. At these meetings, which were informal
and general in nature, various structural possibilities pursuant to which
the companies could be combined were explored.

On July 10, 1993, a meeting of the Executive Strategic Planning
Committee of the Board of Directors (the "Strategic Planning Committee")
of the Company (which includes the members of the Special Transaction
Committee) was held. The members of the Strategic Planning Committee, who
had been advised from time to time of the discussions with CT Group prior
to the meeting, were informed of the nature of the business of CT and CTF,
their management and financial results and the impact an acquisition would
have on the operations of the Company. Mr. Caporella informed the members
of the Strategic Planning Committee of the discussions he had held with
representatives of the CT Group and explored with the members of the
Strategic Planning Committee the possibility of a business combination
transaction. Mr. Caporella also advised the Strategic Planning Committee
that the CT Group indicated that it may require that the repurchase of the
Company's stock held by NBC be a condition to any such acquisition. Mr.
Caporella also noted that a likely result of the transaction would be that

the stockholders of the CT Group would become significant stockholders of
the Company. Mr. Caporella also indicated that in light of a condition
requiring repurchase of Common Stock from NBC, the terms of any such
transaction would require the review and approval of the Special
Transaction Committee of the Board of Directors. Mr. Caporella further
indicated that stockholder approval would be required for such an
acquisition in accordance with the rules of NASDAQ. The Strategic
Planning Committee then discussed the various alternatives available to
the Company, including the lack of any viable alternatives which could
maximize stockholder value, such as a recapitalization, extraordinary
dividend, or sale of assets to other third parties. The Strategic Planning
Committee noted that previous attempts to find a strategic partner for the
Company were unsuccessful and that a recapitalization or extraordinary
dividend could not be effectuated in light of the losses being reported by
the Company, the effect such a transaction would have on the Company's
cash flow and the inability of the Company to obtain sufficient borrowings
to fund such transactions. At the conclusion of the meeting, the
Strategic Planning Committee determined that Mr. Caporella should hold
further meetings with the CT Group and report his progress to the
Strategic Planning Committee or the full Board at a later date.

From late July through mid August 1993, the parties and their
respective advisors negotiated the terms of a letter agreement (the
"Letter Agreement"). On August 18, 1993, a meeting was held among
representatives of the Company and the stockholders of the CT Group and
their advisors at which time the Letter Agreement was executed. The
Letter Agreement provided a format to proceed forward with a possible
transaction pursuant to which the stockholders of the CT Group would
exchange the CT and CTF Shares for shares of Common Stock of the Company
and contained a number of conditions, including satisfactory completion of
due diligence, an agreement as to the number of shares of Common Stock to
be issued in the Acquisition, the requirement by the CT Group that the
ownership by NBC of Common Stock of the Company be reduced or eliminated
on terms acceptable to the Company and the stockholders of the CT Group
and approval of the transaction by the stockholders and Board of Directors
of the Company. During the meeting, the parties also discussed the due

diligence process, regulatory requirements and fiduciary obligations
applicable to such a transaction.

Effective August 1, 1993, PaineWebber was retained by the Special
Transaction Committee for the purpose of acting as its financial adviser
to render an opinion with respect to the terms of the Acquisition. See
"PROPOSAL TO APPROVE ACQUISITION AGREEMENT WITH CHURCH & TOWER, INC. AND
CHURCH & TOWER OF FLORIDA, INC. - Report and Opinion of Financial
Advisor."

In September 1993, representatives of the Company and the CT Group
commenced negotiations of the terms of the Acquisition Agreement. Various
issues regarding the structure of the transaction, indemnification
obligations, conditions to the transaction and other material terms of the
Acquisition Agreement were discussed and reviewed.

In September 1993, representatives of PaineWebber met with management
of the Company and management of the CT Group to review the respective
businesses, operations and prospects of each of the Company, CT and CTF.
Thereafter, numerous discussions were held among PaineWebber, the Company
and CT Group with respect to the financial results of each company.

On September 20, 1993, a meeting of the Board of Directors of the
Company was held to discuss the status of the negotiations with the CT
Group as well as financial due diligence . During the meeting,
representatives of PaineWebber, at the request of the Special Transaction
Committee, provided an overview of the due diligence that had been
conducted to date by PaineWebber. The Committee also held lengthy
discussions concerning the negotiations that had taken place to date with
respect to the terms of the transaction. The Board discussed the desire
to promptly pursue negotiations with representatives of the CT Group and
the need to engage in negotiations which would result in the most
favorable transaction for stockholders of the Company. The Board noted
that the initial negotiations were held between management of each company
and concluded that engaging outside advisors to negotiate the transaction
would only increase the costs and length of time to complete the
transaction and negatively impact the relationship which had been

established between the managements of each company. The Board authorized
management of the Company, in consultation with the advisors to the
Special Transaction Committee, to proceed forward with its negotiations
based upon the matters discussed at the meeting and to review with the
Board the final terms of the Acquisition Agreement prior to its execution.

Subsequent to this meeting, the Special Transaction Committee engaged
outside counsel to represent it in connection with the transaction.

On September 23, 1993, the Company issued a press release announcing
its negotiations with the CT Group. The high and low sales prices for the
Common Stock as quoted on NASDAQ as of September 22, 1993 were $3.25 and
$3.00, respectively.

On October 18, 1993, a meeting of the Board of Directors was held to
discuss the terms of the Acquisition Agreement and other related matters.
During the meeting, the Board reviewed the terms of the Acquisition
Agreement as well as the financial results of the CT Group. The Board
also discussed the number of shares of Common Stock that would be issued
by the Company to the stockholders of the CT Group, including the fact
that the CT Group had made known its intentions to be a significant
stockholder following consummation of the Acquisition and the transactions
contemplated thereby.

Later that day, a meeting of the Special Transaction Committee was
held for the purpose of reviewing the terms of the Acquisition Agreement
and for representatives of PaineWebber to present its preliminary
valuation analysis. During the meeting, PaineWebber reviewed for the
Committee its financial analysis, including background, operating and
financial information of the Company and the CT Group, based upon various
valuation analyses. PaineWebber advised the Committee that, subject to
completion of its due diligence, the CT Group would have a preliminary
range of value between approximately $45 million to $55 million, depending
upon the amount of the distribution the CT Group makes to its stockholders
prior to closing the Acquisition for previously taxed earnings not
distributed to such stockholders. In addition, the Committee was informed
by PaineWebber that a preliminary range of value for the shares of the

Company's Common Stock was between $4.50 to $6.00 per share. For
information concerning the analysis undertaken by PaineWebber see
"PROPOSAL TO APPROVE ACQUISITION AGREEMENT WITH CHURCH & TOWER, INC. AND
CHURCH & TOWER OF FLORIDA, INC. - Report and Opinion of Financial
Advisor." It was also noted that since September 23, 1993, the date
negotiations with the CT Group were publicly disclosed, no offers or
expressions of interest had been received by the Company from other third
parties with respect to a potential business combination or other
significant transaction.

The Committee also discussed the manner in which to negotiate the
exchange ratio with the CT Group. The Committee indicated that the
exchange ratio should be arrived at based upon an agreed upon valuation
for the CT Group and the percentage of stock to be held by the
stockholders of the CT Group following the Acquisition. PaineWebber
advised the Committee that, based upon its preliminary analysis
approximately 56% to 67% of the outstanding Common Stock could be held by
the stockholders of the CT Group following the Acquisition and the
transactions contemplated thereby. This analysis was based upon the
relative values of the Company and the CT Group utilizing various
valuation analyses. The Committee authorized Mr. Caporella to negotiate
the terms of the exchange ratio with representatives of the CT Group
within the parameters discussed by the Committee and in consultation with
the members of the Special Transaction Committee and its legal and
financial advisors. The Committee required that the exchange ratio for
purposes of the Redemption would not be negotiated unless and until an
agreement was reached with the CT Group. See "PROPOSAL TO APPROVE
ACQUISITION AGREEMENT WITH CHURCH & TOWER, INC. AND CHURCH & TOWER OF
FLORIDA, INC. - Report and Opinion of Financial Advisor."

The Committee also reviewed the terms of the Acquisition Agreement
with its special counsel. The Committee reviewed the overall structure of
the transaction and certain material terms of the Acquisition Agreement,
including: (i) the terms of the Memorandum of Understanding and the
requirement that the memoranda be executed prior to execution and approval
of the Acquisition Agreement, (ii) the provisions permitting the Board to
review other proposals received by the Company with respect to an

acquisition proposal, (iii) the right to terminate the Acquisition
Agreement without the Company being liable for "break-up" fees in excess
of $500,000, (iv) the requirement for stockholder approval and delivery of
a fairness opinion from PaineWebber, and (v) the fact that the Redemption
would not occur unless and until the Acquisition was consummated.

After conclusion of the meeting of the Special Transaction Committee,
a reconvened meeting of the Board of Directors was held. During the
meeting, the Special Transaction Committee updated the Board concerning
the discussions held at the Special Transaction Committee meeting. After
discussing the terms of the Acquisition Agreement, the Board approved the
execution of the Memorandum of Understanding and the Acquisition
Agreement, subject to a number of conditions, including satisfactory
conclusion of the negotiation of the valuation of the CT Group and the
number of shares of Common Stock to be issued by the Company, approval by
the stockholders and Special Transaction Committee of the Company and
receipt of a written fairness opinion from PaineWebber.

On October 19, 1993, the Company, CT and CTF issued a press release
announcing the execution of the Acquisition Agreement. The high and low
sales price for the Common Stock as quoted on NASDAQ as of October 18,
1993, was $4.00 and $3.75, respectively.

Pursuant to the terms of the Acquisition Agreement, the parties
completed their respective due diligence by November 1, 1993.

During the period from late October 1993 through November 4, 1993,
representatives of the parties engaged in lengthy negotiations concerning
the relative values of the Company and the CT Group for the purpose of
determining the number of shares of Common Stock to be owned by the CT
Group following consummation of the Acquisition and the Redemption.
During this period, there were differing views regarding the proper
relative valuations of the Company and the CT Group. On November 4, 1993,
the Company and CT Group reached an agreement pursuant to which 10,250,000
shares of Common Stock would be exchanged for the CT and CTF Shares. In
addition, in light of the fact that the CT Group would no longer be
afforded Subchapter S status under the Internal Revenue Code of 1986, an

aggregate distribution of $11.5 million in the form of cash and notes
would be made to the stockholders of the CT Group for undistributed
earnings on which the stockholders of the CT Group had paid income taxes
(a portion of which distribution was made during the period ended
September 30, 1993). In a press release issued on November 5, 1993, the
parties announced that 10,250,000 shares of Common Stock would be issued
to the stockholders of CT and CTF upon consummation of the Acquisition
subject to, among other things, receipt of financial advisory opinions,
ratification by the Board of Directors of the Company, approval by the
stockholders of the Company, and execution of an agreement with NBC
regarding the Redemption.

In November, 1993, a purported class action and derivative suit was
filed against the Company, the members of the Board of Directors, CT, CTF,
Jorge Mas Canosa, Jorge Mas and Juan Carlos Mas with respect to the
Acquisition Agreement and the transactions contemplated thereby. See
"CERTAIN TRANSACTIONS AND LITIGATION."

At a meeting of the Special Transaction Committee on November 9,
1993, the status of the Acquisition was reviewed by the Committee and the
terms of the Redemption were discussed among the members of the Committee
and their financial and legal advisors. It was indicated that a proposal
had been received from NBC subsequent to November 4, 1993 pursuant to
which (i) the Company would redeem the shares of Common Stock owned by NBC
for $6.00 per share or a total redemption price of $18,923,082, and (ii)
the Company would cancel (x) the Subordinated Debenture, having a book
value of 17,291,000, at an amount equal to $17,250,000 and (y) the
remaining balance outstanding under the Other Indebtedness. The Committee
expressed the view that the per share redemption price should not exceed
the value negotiated for the shares of Common Stock being issued in the
Acquisition.

On November 10, 1993, discussions were held between PaineWebber and
representatives of NBC with respect to the terms of the Redemption.
During these discussions, the relative values of the Company, the
Subordinated Debenture and the Other Indebtedness were analyzed by the
respective parties. Later that evening, a meeting of the Special

Transaction Committee was held. PaineWebber indicated to the Committee
that NBC was prepared to accept the per share value arrived at in the
Acquisition, but was insistent on discounting the Subordinated Debenture.
In addition, NBC had requested that all interest cease accruing on the
Subordinated Debenture commencing December 1, 1993. PaineWebber then
answered numerous questions concerning the terms proposed by NBC,
including an analysis of the valuation of the Subordinated Debenture and
Other Indebtedness. A discussion also ensued concerning the preferred
stock of NBC owned by the Company and whether all or a portion of such
preferred stock should be utilized in the Redemption. The Special
Transaction Committee's advisers stated that NBC indicated it would not
accept any terms requiring NBC to retire its preferred stock. The
Committee concluded that it would be inappropriate to discount the
Subordinated Debenture in connection with the Redemption and directed
PaineWebber to propose the following to NBC: (i) the Company would
redeem the 3,153,847 shares of Common Stock owned by NBC at $5.74 per
share (the per share value of the Acquisition), (ii) the Company would
cancel the Subordinated Debenture at its face value of $17,500,000, and
(iii) the balance of $592,313 would be applied to reduce the Other
Indebtedness.

Discussions continued on November 11, 1993 between PaineWebber and
representatives of NBC. At a meeting of the Special Transaction Committee
later that day, PaineWebber advised the Committee that representatives of
NBC were prepared to recommend to the Board of Directors of NBC the
Special Transaction Committee's proposal made by PaineWebber earlier in
the day; provided all collateral underlying the Other Indebtedness was
released by the Company. PaineWebber then reviewed for the Committee the
terms of the Other Indebtedness and the security underlying the
obligations. The Committee concluded that it would not agree to release
any collateral and would not alter from its previous proposal and directed
PaineWebber to communicate the Committee's position to representatives of
NBC.

On November 16, 1993, a meeting of the Special Transaction Committee
was held. During the meeting, an overview of the negotiations was
presented as well as the historical and pro forma financial results of the

CT Group and the Company. Representatives from PaineWebber answered
questions and discussed in detail the structure of the transaction and the
valuations utilized to negotiate the Acquisition and Redemption. During
the meeting, PaineWebber advised the Committee of its valuation analysis
and indicated that they were not aware of any facts on such date that
would preclude such representatives from recommending to PaineWebber's
fairness opinion committee that on such date, the Transaction is fair,
from a financial point of view, to the Company and the holders of Common
Stock other than NBC and its affiliates. The Committee's counsel then
discussed legal issues concerning the Transaction and answered the
questions of members of the Special Transaction Committee. The Special
Transaction Committee then adopted a resolution to unanimously recommend
that the Board approve the Acquisition Agreement and the transactions
contemplated thereby (including the Redemption), subject to, among other
things, receipt of stockholder approval and an amendment to the
Acquisition Agreement described below. At a meeting held immediately
thereafter, the Board, by the unanimous vote of all directors (other than,
Mr. Caporella, who abstained with respect to the Redemption), concluded
that the transactions contemplated by the Acquisition Agreement was in the
best interest of the Company's stockholders, and approved the Acquisition
Agreement and the transactions contemplated thereby (including the
Redemption), subject to receipt of a written fairness opinion from
PaineWebber, an executed Amendment to the Acquisition Agreement described
below, waiver by the CT Group of its rights to terminate the Acquisition
Agreement as a result of the filing of the 1993 Complaint (see, "CERTAIN
TRANSACTIONS AND LITIGATION") and the execution of the agreement between
the Company and NBC with respect to the Redemption. The Board also
resolved to recommend that the stockholders approve and adopt the
Acquisition Agreement and the transactions contemplated thereby (including
the Redemption).

On November 23, 1993, the stockholders of the CT Group and the
Company executed the First Amendment to the Acquisition Agreement (the
"First Amendment") which provided for, among other things: (i) the
exchange ratio of the CT and CTF Shares for the Burnup Shares, (ii) the
waiver by the stockholders of the CT Group of their rights with respect to
the 1993 Complaint and (iii) the amount and manner of payment of the

distribution to the stockholders of the CT Group. In addition, a Second
Amendment to the Acquisition Agreement was executed by the parties,
effective November 23, 1993, to clarify a mutual mistake in the First
Amendment with respect to the calculation of the distribution to be made
to the stockholders of the CT Group by CT and CTF. The parties have
agreed to execute a Third Amendment to the Acquisition Agreement which
provides for, among other things, (i) the extension of the termination
date from February 28, 1994 to March 31, 1994, (ii) the elimination of
certain conditions to the Closing, and (iii) the elimination of the
provision relating to liquidated damages in the event of termination of
the Acquisition Agreement.

On January 18, 1994, PaineWebber delivered its written fairness
opinion to the Special Transaction Committee that each of the Acquisition,
the Redemption and Transaction is fair, from a financial point of view, to
the Company and the stockholders of the Company, other than NBC and its
affiliates. The high and low sales price for the Common Stock as quoted
on NASDAQ as of such date was $7.00 and $6.625, respectively.

Reasons for Engaging in the Acquisition

In determining to recommend the approval of the Acquisition Agreement
and the transactions contemplated thereby (including the Redemption) to
the Board of Directors, and in approving the Acquisition Agreement and the
transactions contemplated thereby and recommending that stockholders
approve and adopt the Acquisition Agreement and the transactions
contemplated thereby (including the Redemption), the Special Transaction
Committee and the Board, respectively, considered and based their opinion
as to the fairness of the transactions contemplated by the Acquisition
Agreement, on a number of factors, including the following: (i) the
belief of Board and the Special Transaction Committee, that the
combination of the Company and the CT Group is an attractive business
opportunity because the Company's core business operations, business
prospects and senior operating management will be strengthened through the
consummation of the Acquisition and greater economies of scale and
synergies will be created through the Acquisition; (ii) the belief of the
Board and the Special Transaction Committee that significant favorable

recent developments are taking place in the domestic and international
telecommunications industry and that the combined entity will be better
able to compete in the global marketplace; (iii) the fact that the
transactions contemplated by the Acquisition Agreement require the
approval of the stockholders of the Company; (iv) information with respect
to the financial condition, results of operations, business and prospects
of CT and CTF and the Company and current industry, economic and market
conditions as well as the risks involved in achieving those prospects; (v)
the possible alternatives to the Acquisition, including the prospects of
the Company continuing to successfully operate as an independent entity,
and in particular, the potential adverse consequences to the Company,
including its business prospects and its ability to retain and attract
talented operating management, in the event the Acquisition were not to
occur; (vi) the fact that, notwithstanding the Company's objective to
effect a business combination and the significant possibility of the
Company being sold or a change in control of the Company occurring, no
expressions of interest or proposals from third parties which might be
interested in acquiring the Company were received by the Board of
Directors; (vii) the fact that the Acquisition is not structured to
preclude additional bona fide offers to acquire the Company and that the
Acquisition Agreement permits the Board of Directors of the Company in the
exercise of its fiduciary obligations under applicable law, to review and
accept proposals from third parties relating to any acquisition of the
Company; and (viii) the oral and written presentations of PaineWebber
described under "Report and Opinion of Financial Advisor" and the written
opinion of PaineWebber to the effect that, as of the date of its opinion,
each of the Acquisition, the Redemption, and the Transaction, is fair from
a financial point of view to the Company and the stockholders of the
Company other than NBC and its affiliates.

In view of the wide variety of factors considered in connection with
its evaluation of the transaction neither the Special Transaction
Committee nor the Board found it practicable to and did not, quantify or
otherwise attempt to assign relative weights to the specific factors in
reaching its determination, although it viewed the matters set forth in
(i), (ii), (iii), (iv) (v), (vi), (vii) and (viii) as favorable to its
decision. Moreover, the Special Transaction Committee and the Board

placed special emphasis on the financial terms of the Acquisition and the
transactions contemplated thereby (including the Redemption) and the
absence of any other proposals from third parties to acquire the Company.
The factors discussed above were considered by the Special Transaction
Committee and the Board in the manner set below:

(i) As noted above, the Special Transaction Committee and the Board
considered favorable the matters set forth in item (i). The Special
Transaction Committee and the Board reviewed the financial results of the
Company, including a three-year revenue decline and losses incurred during
that period, and compared such results to the historical financial results
of the CT Group and pro forma combined financial results of the Company
and the CT Group. The Board and Special Transaction Committee noted that
the CT Group results were obtained within a more contained geographic
area. The Board and Special Transaction Committee also noted that
recently the Company had been required to obtain waivers of certain
violations of its loan documents. The Special Transaction Committee and
the Board considered the synergies that would result from combining the
companies, and concluded that increased economies of scale are attainable
through the Acquisition, primarily due to the more efficient use of
equipment and personnel and the elimination of certain administrative
redundancies. In addition, the combination of the financial strength and
operational capabilities of the CT Group along with the potential
increased efficiencies that would result from the Acquisition were
considered by the Special Transaction Committee and the Board as being
favorable to the development of business prospects. The Special
Transaction Committee and Board noted the closing stock price of the
Common Stock on NASDAQ had increased approximately 44% since the initial
announcement of the transaction through November 15, 1993 and interpreted
the increase as a favorable perception of the combined entities by the
investment community. The Board and the Special Transaction Committee
also considered as favorable the potential strengthening of senior
operating management through the consummation of the Acquisition. The
attraction and retention of management personnel who are experienced
within the telecommunications industry and have demonstrated knowledge of
the business, the customer base, and operating efficiencies as
demonstrated by the strong operating margins attained by the CT Group was

considered important to the growth of the Company, particularly in view of
anticipated capital spending programs expected to occur in the domestic
and international telephone and cable industries.

(ii) As noted above, the Special Transaction Committee and the Board
considered as favorable the matters set forth in item (ii). The Special
Transaction Committee and the Board discussed the various opportunities
which are available to the telecommunications industry in view of recent
legislation allowing the formation of alliances between cable television
and telephone companies and concluded that a business combination with the
CT Group would result in the enhancement of earnings and stockholder
value. Additionally, the Special Transaction Committee and the Board
considered as favorable the combination of experience and customer
contacts of management of the Company and the CT Group relative to
international opportunities and the potential for further significant
development of the Company's international telecommunications customer
base resulting from the Acquisition, and concluded the combined entity
would be better equipped and financially able to compete in the global
marketplace. The Special Transaction Committee also noted the probable
need for additional capital in order to take advantage of the projected
expansion of telecommunications construction and the likelihood of the
Company obtaining such capital as a stand alone entity.

(iii) As noted above, the Special Transaction Committee and the Board
considered as favorable the matters set forth in item (iii).
Specifically, the Special Transaction Committee and the Board viewed as
favorable the requirement that the transactions contemplated by the
Acquisition Agreement required the approval of holders of a majority of
the outstanding Common Stock.

(iv) As noted above, the Special Transaction Committee and the Board
considered as favorable the matters set forth in item (iv). The Special
Transaction Committee and the Board reviewed the information provided in
presentations by the Company's advisors and management, including summary
historical financial information for both the Company and the CT Group and
pro forma financial information for the combined entity. The Special
Transaction Committee and the Board also reviewed the historical

volatility of the Company's financial performance and the demands placed
on the Company and other large, telecommunications companies to compete
effectively, particularly in view of the past prolonged economic
pressures. On the basis of such review, the Special Transaction Committee
and the Board reconfirmed their understanding of the Company's and the CT
Group's historical financial and business results and prospects, the
necessity to stabilize and strengthen the Company's financial performance,
and to increase the Company's presence in the global telecommunications
marketplace. The Special Transaction Committee also reviewed such risks
as currency and political risks associated with international
opportunities and the potential returns to be realized if global business
development can be efficiently implemented.

(v) As noted above, the Special Transaction Committee and the Board
considered as favorable the matters set forth in item (v). Possible
alternatives to the transactions contemplated by the Acquisition Agreement
were discussed at various meetings of the Special Transaction Committee
and the Board. In that connection, members of the Special Transaction
Committee were advised of alternative transaction structures which had
been discussed and rejected or withdrawn during the period from 1990
through 1993. Alternative transactions included the Company's entering
into an agreement to acquire beneficial ownership of certain shares and
other interests in Dycom for the purpose of effecting a merger with Dycom.
See "Background of Transaction." The members of the Special Transaction
Committee and the Board also explored the alternatives which may or may
not be available to the Company in the event that the transactions
contemplated by the Acquisition Agreement were not consummated, including
the possible further deterioration in the Company's financial results.
Based on its understanding of the potentially adverse consequences to the
Company, including the potential loss of certain business opportunities
and the Company's current ability to retain and attract talented operating
management, the Special Transaction Committee considered favorably the
terms of the Acquisition Agreement and the transactions contemplated
thereby and recommended that the stockholders of the Company approve and
adopt the Acquisition Agreement.

(vi) As noted above, the Special Transaction Committee and the Board
considered as favorable the matters set forth in item (vi). In connection
with their consideration of such matters, the Special Transaction
Committee and the Board reviewed the fact that, notwithstanding the fact
that several press releases and newspaper articles were disseminated to
the public concerning the Company's desire to enhance stockholder value
through a business combination as well as the announcement of the
negotiations between the Company and the CT Group and the execution of the
Acquisition Agreement, no proposals from third parties which might be
interested in acquiring the Company have been received by the Board of
Directors.

(vii) As noted above, the Special Transaction Committee and the Board
considered as favorable the matters set forth in item (vii).
Specifically, the fact that the Acquisition is not structured to preclude
consideration of additional bona fide offers by third parties to acquire
the Company and the Acquisition Agreement permits the Special Transaction
Committee to provide information and to accept, review and negotiate with
such parties prior to the Closing is fair to the stockholders of the
Company. The Special Transaction Committee and the Board required that
the terms of the Acquisition Agreement not preclude the Company from
terminating the Acquisition Agreement if a more favorable transaction were
to be proposed as a result of the Company's public announcement of the
Acquisition and noted that no "lock-up" arrangements were entered into in
connection with the Acquisition nor would break-up fees in excess of
$500,000 be payable in the event the Acquisition were terminated.

(viii) As noted above, the Special Transaction Committee and the Board
considered as favorable the matter set forth in Item (viii). In
connection with their consideration of such matters, the Special
Transaction Committee and the Board relied in part on the presentation of
PaineWebber described under "Report and Opinion of Financial Advisor" and
adopted as reasonable both PaineWebber's presentations and analysis of
various factors described therein. In addition, the Special Transaction
Committee and Board considered the fairness of the process undertaken in
approving the Acquisition Agreement and recommending its approval to
stockholders of the Company. The Special Transaction Committee and Board

viewed as favorable the retention by the Special Transaction Committee of
a financial advisor and legal counsel to assist it in reviewing and
approving the Acquisition and negotiating and approving the Redemption.
In addition, the Special Transaction Committee and Board considered the
length and detail of the negotiations and manner in which the Acquisition
and Redemption were independently negotiated. Moreover, the fact that no
other third party offers were received by the Company or the Special
Transaction Committee despite the Company's attempts to identify a
strategic partner and following the announcement of the negotiations with
CT and CTF in September 1993 were considered favorable in analyzing the
negotiating process.

Report and Opinion of Financial Advisor

The Special Transaction Committee has retained PaineWebber as its
financial advisor in connection with the Acquisition and to render a
fairness opinion to the Special Transaction Committee with respect to the
Company and the holders of Common Stock, other than NBC and its
affiliates.

On November 16, 1993, in connection with the evaluation of the
Acquisition, the Redemption and the transactions contemplated thereby by
the Board of Directors and the Special Transaction Committee,
representatives of PaineWebber advised the Special Transaction Committee
of its valuation analysis and indicated that they were not aware of any
facts on such date that would preclude such representatives from
recommending to PaineWebber's fairness opinion committee that on such
date, the Transaction is fair from a financial point of view to the
Company and holders of Common Stock, other than NBC and its affiliates.
On January 18, 1994, PaineWebber delivered its written opinion to the
Special Transaction Committee indicating that each of the Acquisition, the
Redemption and the Transaction is fair from a financial point of view to
Company and the holders of Common Stock, other than NBC and its
affiliates. Stockholders are urged to read such opinion in its entirety
for a discussion of the assumptions made, the matters considered and the
scope of the review undertaken in rendering such opinion. The fairness
opinion will be updated by PaineWebber immediately prior to the Meeting.

A copy of the opinion letter of PaineWebber is attached as Appendix B and
should be read carefully and in its entirety by the holders of Common
Stock.

In rendering its written opinion to the Special Transaction
Committee, PaineWebber: (i) reviewed the audited financial statements for
CT and CTF for the three fiscal years ended December 31, 1992, and
reviewed the unaudited financial statements for CT and CTF for the six
months ended June 30, 1993; (ii) reviewed the combined audited financial
statements for the CT Group for the three years ended December 31, 1992,
and reviewed the unaudited financial statements for the CT Group for the
nine months ended September 30, 1993; (iii) reviewed the Company's Annual
Reports, Forms 10-K and related financial information for the three fiscal
years ended April 30, 1993 and the Company's Form 10-Q and the related
unaudited financial information for the six months ended October 31, 1993;
(iv) reviewed an estimated income statement for the CT Group for the year
ended December 31, 1993 and an estimated income statement for the Company
for the year ended April 30, 1994; (v) conducted discussions with members
of senior management of the CT Group and the Company concerning their
respective businesses and prospects; (vi) reviewed the summary appraisal
reports dated June and July of 1991 and an updated market analysis dated
August 12, 1993 prepared by an outside appraisal firm with respect to
certain of the Company's real estate assets; (vii) reviewed the historical
market prices and trading activity of the Company's Common Stock and
compared them with that of certain publicly traded companies which
PaineWebber deemed to be reasonably similar to the Company; (viii)
compared the results of operations of the CT Group and the Company and
compared them with that of certain publicly traded companies which
PaineWebber deemed to be reasonably similar to the CT Group and the
Company, respectively; (ix) reviewed the terms of the Subordinated
Debenture and Other Indebtedness; (x) reviewed the Acquisition Agreement;
and (xi) reviewed such other financial studies and analyses and performed
such other investigations and took into account such other matters as
PaineWebber deemed necessary, including PaineWebber's assessment of
general economic, market and monetary conditions.

In preparing its opinion, PaineWebber relied on the accuracy and
completeness of all information supplied or otherwise made available to
PaineWebber by the Company, CT and CTF and assumed that estimates have
been reasonably prepared on bases reflecting the best currently available
information and judgments of the managements of the Company, CT and CTF as
to the expected future financial performance of their respective
companies. PaineWebber did not independently verify such information or
assumptions, including estimates, or undertake an independent appraisal of
the assets of the Company, CT or CTF. PaineWebber's opinion is based upon
market, economic, financial and other conditions as they exist and can be
evaluated as of the date of the opinion. PaineWebber's opinion does not
constitute a recommendation to any holder of Common Stock of the Company
as to how any such holder of Common Stock should vote on the Acquisition.
The opinion does not address the relative merits of the Transaction and
any other transactions or business strategies discussed by the Board of
Directors of the Company as alternatives to the Transaction or the
decision of the Board of Directors of the Company to proceed with the
Transaction. Although various estimates of value were developed with
respect to the combined entities, no opinion is expressed by PaineWebber
as to the price at which the securities to be issued in the Transaction
may trade at any time.

PaineWebber assumed that there had been no material change in the
Company's, CT's or CTF's assets, financial condition, results of
operations, business or prospects since the date of the last financial
statements made available to PaineWebber. PaineWebber relied upon the
Company with respect to the accounting treatment to be accorded in the
Acquisition. In addition, PaineWebber did not make an independent
evaluation, appraisal or physical inspection of the assets or individual
properties of the Company, CT or CTF. In rendering its opinion,
PaineWebber has not been engaged to act as an agent or fiduciary of, and
the Company has expressly waived any duties or liabilities PaineWebber may
otherwise be deemed to have had to, the Company's equity holders or any
other third party.

The preparation of a fairness opinion involves various determinations
as to the most appropriate and relevant quantitative and qualitative

methods of financial analyses and the application of those methods to the
particular circumstances and, therefore, such an opinion is not readily
susceptible to partial analysis or summary description. Furthermore, in
arriving at its fairness opinion, PaineWebber did not attribute any
particular weight to any analysis or factor considered by it, but rather
made qualitative judgments as to the significance and relevance of each
analysis or factor. Accordingly, PaineWebber believes that its analysis
must be considered as a whole and that considering any portion of such
analysis and of the factors considered, without considering all analyses
and factors, could create a misleading or incomplete view of the process
underlying its opinion. In its analyses, PaineWebber made numerous
assumptions with respect to industry performance, general business and
economic conditions and other matters, many of which are beyond the
control of the Company, CT and CTF. Any estimates contained in these
analyses are not necessarily indicative of actual values or predictive of
future results or values, which may be significantly more or less
favorable than as set forth therein, and none of PaineWebber, the Company,
CT or CTF assumes responsibility for the accuracy of such estimates. In
addition, analyses relating to the value of such businesses do not purport
to be appraisals or to reflect the prices at which business may actually
be sold.

The following paragraphs summarize the significant analyses performed
by PaineWebber in its presentations to the Special Transaction Committee
of the Company and in delivering its written opinion dated January 18,
1994.

The Acquisition

Selected Comparable Public Company Analysis. Using publicly
available information, PaineWebber compared selected historical and
financial operating data of the Company and the CT Group and the stock
market performance data of the Company to the corresponding data of
certain publicly traded companies. These comparable companies consisted of
Butler International, Inc., CRSS Services, Inc., Dycom Industries, Inc.,
L.E. Myers Co. Group and UTILX Corporation.

Because of the inherent differences between the operations of the
Company, CT Group and the selected comparable companies, PaineWebber
believed that a purely quantitative comparable company analysis would not
be particularly meaningful in the context of the Acquisition. As
PaineWebber informed the Special Transaction Committee of the Board of
Directors of the Company, an appropriate use of comparable public company
analysis in this instance would involve qualitative judgments concerning
differences between the financial and operating characteristics which
would affect the public trading values of the selected companies, the
Company and CT Group.

To determine a valuation range for the CT Group based upon comparable
public company analysis but subject to the foregoing limitations,
PaineWebber determined ranges of multiples of total value to revenues,
total value to earnings before interest, taxes, depreciation and
amortization ("EBITDA"), total value to earnings before interest and taxes
("EBIT"), and equity value to net income. The comparable public company
analysis resulted in a total value range for the CT Group of $50.0 million
to $65.0 million, from which PaineWebber deducted the CT Group's pro forma
total outstanding debt and added back its cash balance (after giving
effect to the transactions contemplated by the Acquisition Agreement),
resulting in an equity value range of $54.9 million to $69.9 million.
PaineWebber noted that the negotiated equity value for the CT Group as
disclosed in the Acquisition Agreement was $58.8 million.

Implied Stock Price Analysis. PaineWebber noted that because the
stockholders of the CT Group will hold approximately 65% of the
outstanding Common Stock of the Company on a pro forma basis after giving
effect to the Acquisition and the Redemption, the historical market prices
of the Company's Common Stock are not necessarily indicative of the fair
value of the Company's Common Stock being issued in the Acquisition.
Using the range of equity values that resulted from the comparable public
company analysis and dividing by the 10.25 million shares of Common Stock
to be issued in the Acquisition, PaineWebber determined an implied stock
price range of $5.36 to $6.82 per share at which the shares of Common
Stock were being issued in the Acquisition. PaineWebber then compared the
implied stock price to the price of the Company's Common Stock on

September 23, 1993 (the announcement date of the Transaction), and for an
average of the Company's stock price for one month prior to the
announcement to determine the premiums of the implied stock price over the
price of the Company's Common Stock. This analysis indicated that the
range of implied premiums to the September 23, 1993 stock market price is
64.8% to 109.9% and that the range to average stock market price is 96.2%
to 149.8%.

Multiples Paid Analysis. PaineWebber performed an analysis of the
implied multiples of the Acquisition for various historical operating
results for the CT Group's nine months ended September 30, 1993, and the
estimated operating results for the fiscal year ended December 31, 1993.
PaineWebber utilized the same range of values derived from the comparable
public company analysis to analyze the resulting multiples. Using the CT
Group's historical operating results for the twelve months ended September
30, 1993 resulted in the following ranges: 0.9x to 1.2x sales; 3.6x to
4.7x EBITDA; 3.8x to 5.0x EBIT; and 6.8x to 8.6x net income. Using the CT
Group's estimated operating results for the fiscal year ended December 31,
1993 resulted in the following ranges: 1.1x to 1.5x sales; 4.3x to 5.7x
EBITDA; 4.6x to 6.0x EBIT; and 8.2x to 10.4x net income.

Discounted Cash Flow Analysis. PaineWebber analyzed the CT Group
based on an unlevered discounted cash flow analysis of the projected
financial performance of the CT Group. Because the management of CT Group
did not provide projections other than an estimate of the financial
results for the fiscal year ended December 31, 1993, PaineWebber performed
several different discounted cash flow analyses utilizing a range of
revenue growth rates and EBIT margins selected by PaineWebber based on
discussions with the management of the Company and the CT Group.

The discounted cash flow analysis determined the present value of the
CT Group's unlevered after-tax cash flows generated over a five year
period and then added to such discounted value the present value of the
estimated residual valuation at the end of the five years for each
scenario to provide a total value. "Unlevered after-tax cash flows" were
calculated as tax-effected EBIT plus depreciation and amortization, plus
(or minus) net changes in non-cash working capital, minus capital

expenditures. The analysis utilized two methodologies for determining the
terminal value. The first methodology calculated a terminal value based
upon a range of multiples of EBIT from 6.0x to 7.5x. The second
methodology calculated a terminal value based on a range of perpetual
growth rates from 2.0% to 5.0% of the unlevered after-tax cash flows. The
unlevered after-tax cash flows and the terminal values were discounted
using a range of discount rates from 12.0% to 18.0% which were selected by
PaineWebber based on PaineWebber's investment banking experience. This
range also reflects the risk assumptions applied by PaineWebber to the
financial forecasts. PaineWebber noted that because of the inherent
uncertainties of the projections used in this analysis, the results of
this analysis may not be considered particularly reliable.

The Redemption

PaineWebber noted that, as set forth in the Acquisition Agreement,
the satisfaction of all of the conditions to the Redemption (other than
consummation of the Acquisition), was a condition to consummation of the
Acquisition and its analysis of the Redemption was performed in that
context.

PaineWebber reviewed the terms of the Subordinated Debenture in the
principal amount of $17,500,000 and the Promissory Note in the then
principal amount of $1,374,000 issued by NBC to the Company. PaineWebber
noted that the terms of the Subordinated Debenture included a provision
which rendered the Subordinated Debenture callable at any time.
PaineWebber also noted that the Company carried the Subordinated Debenture
at a discount on its books, but in arriving at the terms of the Redemption,
the Company valued the Subordinated Debenture at its face amount.

Break-up Analysis. PaineWebber analyzed the net book value per share
of the Company assuming the termination of the Company's operating
activities and the liquidation of the Company's assets and liabilities.
This analysis was based upon: (i) the Company's October 31, 1993 balance
sheet; (ii) discussions with the Company's management, including their
estimates of the realizable value of certain assets and liabilities; (iii)
real estate appraisals prepared by an outside appraisal firm and provided

by the Company to PaineWebber; and (iv) assumptions made by PaineWebber as
to the liquidation value of certain assets and liabilities. To determine
the net book value per share of the Company in a break-up scenario,
PaineWebber determined the realizable value (net of taxes) of the
Company's assets, deducted the book value of the Company's liabilities and
an estimate of liquidation expenses, and then divided the result by
approximately 8.8 million shares, the number of outstanding shares of the
Company's Common Stock as of December 1, 1993. In performing this
analysis, PaineWebber applied a range of discounts from 0.0% to 15.0% to
the appraised/estimated value of the Company's plant, property and
equipment. This analysis resulted in a range of net book value per share
from $4.61 to $5.34. The negotiated stock price of $5.74 reflected in the
Acquisition Agreement was used by PaineWebber to determine the implied
premium to the range of net book values per share. This analysis
indicated a range of premiums of 7.5% to 24.5% to the negotiated stock
price of $5.74 per share as reflected in the Acquisition Agreement. In
addition, PaineWebber applied a 27.1% premium, the average premium for the
four week period prior to the announcement of selected transactions of
between $30 to $400 million from January 1, 1992 to November 9, 1993, to
the range of net book value per share determined by the break-up analysis.
This analysis resulted in a range of stock prices for the Company from
$5.86 to $6.79 per share.

Post-Acquisition; Pre-Redemption Analysis. PaineWebber analyzed the
equity value per share of the Company assuming consummation of the
Acquisition but prior to the consummation of the Redemption. In this
analysis, the range of equity values ($54.9 million to $69.9 million) for
the CT Group derived from the comparable public company analysis was added
to the range of equity values ($40.4 million to $46.8) for the Company
derived from the break-up analysis resulting in a combined equity value
from $95.3 million to $116.7 million. Dividing this result by the number
of shares outstanding after the Acquisition and prior to the Redemption
(19.02 million shares) resulted in an equity value per share range of
$5.01 to $6.14. PaineWebber used the resulting net book values per share
to analyze the implied premiums to the negotiated stock price of the
Company.

On the basis of, and subject to the foregoing, PaineWebber delivered
a written opinion to the Special Transaction Committee that each of the
Acquisition, the Redemption, and the Transaction is fair, from a financial
point of view, to the Company and holders of Common Stock, other than NBC
and its affiliates.

PaineWebber was selected by the Special Transaction Committee as its
financial advisor in connection with the Acquisition because of its
background, reputation and expertise as investment bankers and financial
advisors. PaineWebber regularly provides a range of financial advisory
and investment banking services, including providing financial advisory
services to and valuations of companies involved in merger and acquisition
transactions. PaineWebber has provided investment banking services to the
Special Transaction Committee from time to time. During the past two
years, PaineWebber was paid approximately $275,000 in connection with
investment banking services provided.

For financial advisory services in connection with the Acquisition,
including the rendering of its opinion, the Company has agreed to pay
PaineWebber a fee of $10,000 per month for twelve months and $125,000 upon
delivery of their written opinion. The Company has also agreed to
reimburse PaineWebber for its reasonable fees and expenses of legal
counsel, and to indemnify it against certain expenses and liabilities in
connection with its services, including those arising under federal
securities laws.

Terms of the Acquisition Agreement

Sale and Purchase of Shares. The Acquisition Agreement provides that
the Company shall acquire all of the issued and outstanding capital stock
of CT and CTF for $58.8 million in exchange for 10,250,000 shares of the
Common Stock of the Company.

Representations and Warranties. The Acquisition Agreement contains
various representations and warranties made by each of the Company, CT and
CTF and relating to, among other things, organization and similar

corporate matters, financial statements, taxes, title to property and
certain other matters.

Conditions of the Acquisition. The respective obligations of the
Company, CT and CTF to effect the Acquisition are conditioned upon, among
other things, (i) approval of the Acquisition Agreement and the
transactions contemplated thereby by the Board of Directors of the Company
and the holders of Common Stock; (ii) no order shall have been instituted
to restrain or prohibit any of the transactions contemplated by the
Acquisition Agreement; (iii) expiration or termination of the waiting
period under the HSR Act and receipt of all material consents and
approvals required to permit the consummation of the transactions
contemplated by the Acquisition Agreement; (iv) the agreement effecting
the Redemption having been duly executed and delivered and not having been
terminated or amended, and all conditions to the consummation of the
agreement between NBC and the Company contemplated thereby having been
satisfied or waived to the satisfaction of CT and CTF, except the
condition requiring the consummation of the Acquisition; (v) the receipt
of a written fairness opinion from PaineWebber and (vi) the fulfillment or
waiver of certain other conditions, including the receipt of the written
consent of certain lenders to the Company and the CT Group. Under the
terms and conditions of the First Amendment, the parties waived their
rights under the Acquisition Agreement not to consummate the Acquisition
pursuant to Article VII of the Acquisition Agreement as a result of the
filing of the 1993 Complaint.

Certain Covenants. Each of the Company, CT and CTF have agreed,
among other things, that, during the period from the date of the
Acquisition Agreement to the Closing Date, except as permitted by the
Acquisition Agreement or as consented to in writing by the other party,
each will conduct its operations in the ordinary course of business, use
its best efforts to do all things necessary in order to consummate the
Acquisition and refrain from entering into certain transactions in excess
of certain specified amounts.

Directors and Management of The Company Following the Acquisition.
The Acquisition Agreement provides that upon consummation of the

Acquisition, the Board of Directors will hold a meeting at which (i) Jorge
Mas will be elected as President and Chief Executive Officer of the
Company and the Board will determine his compensation and (ii) the size of
the Board will be expanded from five to seven members. The directors
intend to appoint Jorge L. Mas Canosa as a Class II Director and Jorge Mas
as a Class I Director. Prior to the conducting of any other business at
such meeting, Nick A. Caporella (a Class I Director) and Leo J. Hussey (a
Class III Director) will resign from the Board of Directors. The
remaining directors will appoint Eliot C. Abbott as a Class II Director
and Arthur B. Laffer as a Class III Director, to fill the resulting
vacancies. Messrs. Canosa and Mas are controlling stockholders of CTF and
CT, respectively.

Registration Rights. The Acquisition Agreement provides that within
six months of the Closing Date, the Company would effect a shelf
registration of 2,000,000 Burnup Shares on behalf of the CT and CTF
stockholders pursuant to Rule 415 of the Securities Act of 1933. The
Company is required to maintain such registration effective until such
shares are sold, during which period the CT and CTF stockholders would be
able to, but not obligated to, sell Burnup Shares in the market.

The Acquisition Agreement also provides that commencing six months
following the Closing Date, if the Company shall conduct an offering of
its securities, the Company will allow the CT and CTF stockholders,
subject to certain conditions, to include a minimum of 50,000 shares in
any such registration at the Company's expense.

Indemnification. The Acquisition Agreement provides that (i) the
Company shall indemnify and hold harmless CT, CTF and their respective
stockholders and (ii) the CT and CTF stockholders shall indemnify and hold
harmless the Company, its subsidiaries and their respective officers and
directors from all damages arising out of a misrepresentation or breach
of a warranty or covenant, agreement or obligation contained in the
Acquisition Agreement. The CT and CTF stockholders shall be deemed to
have made a misrepresentation or breached a warranty only if the damages
suffered by the Company exceed $1,000,000 and the aggregate liability of
the CT and CTF stockholders is limited to the sum of $1,000,000 plus the

aggregate fair market value of 350,000 Burnup Shares on the date of
payment. The Company shall be deemed to have made a misrepresentation or
have breached a warranty only if the damages suffered by the CT and CTF
stockholders exceed $2,750,000 and the Company's aggregate liability is
limited to the sum of $2,500,000. The Acquisition Agreement provides that
at Closing, the Company will enter into an Indemnification Agreement with
certain current and former directors and officers of the Company pursuant
to which the Company is obligated to indemnify and hold harmless such
directors and officers to the fullest extent permitted under Delaware law,
subject to certain limitations, for a period of six years after Closing
for all damages and costs which arise by reason of the fact that they were
or are a director or officer of the Company.

Termination; Expenses. The Acquisition Agreement will terminate if
the Closing does not occur prior to March 31, 1994 unless extended by
mutual agreement of the Company and the CT Group. The Acquisition
Agreement also provides that in the event the Closing does not occur due
to the failure of the Company or CT and CTF to fulfill certain conditions
(other than approval of the Acquisition Agreement by the Company's
stockholders) or due to a party's failure to close, the breaching/non-
fulfilling party will pay the sum of $500,000 in damages (the "Expense
Reimbursement"). The Company and the CT and CTF stockholders have agreed
to execute a Third Amendment to the Acquisition Agreement which provides
for, among other things, (i) changing the termination date from February
28, 1994 to March 31, 1994 and (ii) eliminating the Expense Reimbursement
provision.

Government Approvals. The Acquisition is subject to the requirements
of the HSR Act and the rules and regulations thereunder. On January 21,
1994, the Company and the CT Group made the necessary filings under the
HSR Act with the Federal Trade Commission and Justice Department and on
February 2, 1994, the Company was notified that early termination of the
waiting period had been granted.

Certain Effects of the Acquisition

General Effect. Upon consummation of the Acquisition, all the issued
and outstanding capital stock of CT and CTF will be acquired by the
Company and each of CT and CTF will be wholly-owned subsidiaries of the
Company.

Change of Control. Upon consummation of the Acquisition and the
Redemption, the former stockholders of CT and CTF will own approximately
65% of the outstanding Common Stock, and to the extent they act in
concert, will be controlling stockholders of the Company. Accordingly,
the former stockholders of CT and CTF will have the ability to control the
affairs of the Company and control the election of the Company's directors
regardless of how the other stockholders may vote. Furthermore, such
persons will have the ability to control other actions requiring
stockholder approval, including certain fundamental corporate transactions
such as a merger or sale of substantially all of the assets of the
Company, regardless of how the other stockholders may vote. This ability
may be enhanced by the adoption of the proposed amendments to the
Certificate, including those which would (i) increase the number of
authorized shares of the Company's Common Stock from twenty-five million
(25,000,000) to fifty million (50,000,000) and (ii) eliminate all
designations, powers, preferences, rights, qualifications, limitations and
restrictions in the Certificate relating to the Company's preferred stock.
See "PROPOSAL TO APPROVE AMENDMENTS TO THE COMPANY'S CERTIFICATE OF
INCORPORATION."

These proposed amendments to the Certificate may be deemed to have
the effect of making more difficult the acquisition of control of the
Company after the consummation of the Acquisition by means of a hostile
tender offer, open market purchases, a proxy contest or otherwise. On the
one hand, these amendments may be seen as encouraging persons seeking to
acquire control of the Company to initiate such an acquisition through
arms-length negotiations with the Company; on the other hand, the amend-
ments may have the effect of discouraging a third party form making a
tender offer or otherwise attempting to obtain control of the Company,
even though such an attempt may be economically beneficial to the Company
and its stockholders. Furthermore, the proposed amendments to the
Certificate and the fact that the CT and CTF stockholders will own

approximately 65% of the Common Stock of the Company after the
consummation of the Acquisition may have a negative effect on the market
price and liquidity of the Common Stock of the Company.

Dilution. The issuance, pursuant to the Acquisition Agreement of the
Burnup Shares to the stockholders of CT and CTF, will dilute
proportionately the aggregate voting power of present holders of Common
Stock. The stockholders of CT and CTF will have the ability to elect the
entire Board of Directors and to approve certain transactions at meetings
of the Company's stockholders regardless of how the other stockholders may
vote.

Outstanding Stock Options. Pursuant to the terms of the Acquisition
Agreement, the Company is required to take such action as is necessary so
that its 1976 Stock Option Plan and 1978 Stock Option Plan (the "Current
Plans") provides that each option to purchase Common Stock (an "Option")
and each right to elect an alternate settlement method ("SAR") held by
(i) any employee of the Company who is terminated other than for just
cause by the Company at any time during the twelve (12) month period
subsequent to October 15, 1993 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 the
Company or receipt by the Company 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. The Acquisition
Agreement states that "termination for just cause" includes 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 the Company or any of
its subsidiaries, commission by the employee of any crime involving moral
turpitude and conviction of a felony. On November 16, 1993, the
Compensation and Stock Option Committee and the Board of Directors

authorized amendments to the Current Plans to comply with the terms of the
Acquisition Agreement.

Federal Income Tax Considerations. The Company, CT and CTF do not
intend to request a ruling from the Internal Revenue Service (the "IRS")
regarding the federal income tax consequences of the Acquisition. CT and
CTF have received an opinion from Price Waterhouse to the effect that the
Acquisition constitutes a "reorganization" within the meaning of Section
368(a) of the Code as defined herein. This opinion (referred to herein as
the "Tax Opinion") will neither bind the IRS nor preclude the IRS from
successfully asserting a contrary position. In addition, the Tax Opinion
is subject to certain assumptions and qualifications and is based on the
truth and accuracy of representations made by CT and CTF and the CT and
CTF stockholders.

A successful IRS challenge to the reorganization status of the
Acquisition would result in each of the CT and CTF stockholders
recognizing gain or loss with respect to each share of common stock of CT
and CTF equal to the difference between such stockholder's basis in such
share and the aggregate amount of consideration received in exchange
therefor. Such stockholder's aggregate basis in the Common Stock so
received would then equal its fair market value and his holding period for
such stock would begin the day after the Acquisition.

Accounting Treatment. The Acquisition will be accounted for as a
"purchase", as such term is used under generally accepted accounting
principles, for accounting and financial reporting purposes. Because of
certain factors, including the fact that the former stockholders of the CT
Group will hold a majority of the Common Stock subsequent to the closing
of the Acquisition and that they or their designees will constitute a
majority of the Board of Directors, it is anticipated that the Acquisition
will be treated as a "reverse acquisition," with the CT Group considered
to be the acquiring entity. As a result, the Company will establish a new
accounting basis for its assets and liabilities based upon the fair values
thereof and the CT Group's purchase price (based on the market value of
Common Stock immediately prior to Closing), including the costs of
acquisition incurred by CT and CTF. A final determination of required

purchase accounting adjustments and of the fair value of the assets and
liabilities of the Company has not been made as of the date of this Proxy
Statement. Accordingly, the purchase accounting adjustments made in
connection with the development of the unaudited pro forma financial
information appearing elsewhere in this Proxy Statement are preliminary
and have been made solely for purposes of developing such pro forma
financial information to comply with disclosure requirements of the
Securities and Exchange Commission ("SEC"). The Company will undertake a
study to determine the fair value of its assets and liabilities and will
make appropriate purchase accounting adjustments upon completion of that
study. For financial purposes, the Company will consolidate the results
of operations of CT and CTF with those of the Company's operations
beginning with the consummation of the Acquisition, and the Company's
financial statements for prior periods will reflect the historical results
of CT and CTF. See "THE COMPANY, CT AND CTF UNAUDITED COMBINED PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS."

Bonus Service Pool. At or prior to Closing, the Company may pay
compensation in recognition of loyalty and past service in the aggregate
amount of up to $1,000,000, to such executive officers and employees of
the Company and in such amounts, as Nick A. Caporella shall determine in
his sole discretion (after consultation with Jorge Mas). No bonuses will
be awarded to Mr. Caporella.

Interest of Certain Persons in Matters to be Acted Upon

The Acquisition Agreement provides as a condition to the consummation
of the Acquisition by the stockholders of CT and CTF and the Company that
(i) the Company shall have entered into an agreement with NBC pursuant to
which the Company shall have agreed to redeem and purchase 3,153,847
shares of Common Stock owned by NBC, (ii) all of the conditions to the
consummation of the Redemption shall have been satisfied or waived, except
the condition requiring consummation of the Acquisition, and (iii) the
stockholders of CT and CTF shall have received a written certificate from
the Chief Executive Officer and Chief Financial Officer of the Company
that all of the conditions to the consummation of the Redemption shall
have been satisfied or waived, except the condition to the Redemption that

the Acquisition shall have occurred, which certificate shall be supported
by a certificate from the Chief Executive Officer of NBC, to the same
effect. Accordingly, the Acquisition will be consummated prior to the
Redemption and approval by stockholders of the Acquisition Agreement shall
result in consummation of the Redemption. A vote in favor of the
Acquisition Agreement may preclude a stockholder of the Company from
challenging the Acquisition, the Redemption and the other transactions
described in this Proxy Statement and from participating in, and receiving
damages, if any, as a result of any action which has been or may be filed
on behalf of any or all of the stockholders with respect to such
transactions. See "CERTAIN TRANSACTIONS AND LITIGATION" for a description
of a class action and derivative complaint relating to, among other
things, the Acquisition, the Redemption and certain other transactions
described in this Proxy Statement.

The Redemption was negotiated and approved by the Special Transaction
Committee on behalf of the stockholders of the Company (other than NBC and
its affiliates). The Redemption will not be consummated unless the
Acquisition shall have occurred. Accordingly, assuming satisfaction of
all other conditions to the consummation of the Acquisition, approval by
stockholders of the Acquisition Agreement shall result in consummation of
the Redemption. NBC, which currently holds approximately 36% of the
Common Stock, will vote in connection with the proposal to approve the
Acquisition Agreement. The consideration for the Redemption will be the
cancellation of $18,092,313 of indebtedness owed by NBC to the Company,
consisting of (x) the outstanding principal of $17,500,000 under the
Subordinated Debenture owed to the Company by NBC and (y) a credit of the
next succeeding principal payments in the amount of $592,313 of Other
Indebtedness with an outstanding principal amount of $1,371,430 owed to
the Company by NBC. Nick A. Caporella, the Chairman of the Board of
Directors, President and Chief Executive Officer of the Company is also
the Chairman of the Board of Directors, President, Chief Executive Officer
and controlling stockholder of NBC. On November 16, 1993, the Board of
Directors of the Company approved the Redemption. The Board of Directors
of NBC has not yet approved the terms of the Redemption. See "PROPOSAL TO
APPROVE ACQUISITION AGREEMENT WITH CHURCH & TOWER, INC. AND CHURCH & TOWER
OF FLORIDA, INC. - Interest of Certain Persons in Matters to be Acted

Upon." For a discussion of the negotiations relating to the Acquisition
and the Redemption and a description of the terms of the Acquisition
Agreement, see "PROPOSAL TO APPROVE ACQUISITION AGREEMENT WITH CHURCH &
TOWER, INC. AND CHURCH & TOWER OF FLORIDA, INC. - Background of
Transaction; Terms of the Acquisition Agreement."

Operations Following the Acquisition

Following consummation of the Acquisition, each of CT and CTF will be
a wholly-owned subsidiary of the Company. Other than as described below,
it is the present intention of the Company to operate CT and CTF under
their present names and related trade names in substantially the same
manner following consummation of the Acquisition as currently being
operated.

Following consummation of the Acquisition, it is anticipated that the
Board of Directors will attempt to integrate the businesses of the
Company, CT and CTF as promptly and cost efficiently as is practicable, to
assess the strengths and weaknesses of the combined enterprise and, in
light of the foregoing, to attempt to capitalize on emerging opportunities
both in the United States and abroad. In the process, changes may be
effected in the Company's capitalization, dividend policy, corporate
structure, business or management as the Board of Directors may from time
to time determine to be necessary or desirable. However, except as noted
in this Proxy Statement, the proposed Board of Directors (after the
Acquisition) has no present plans or proposals which would result in an
extraordinary corporate transaction, such as a merger, reorganization,
liquidation, relocation of operations, or sale or transfer of assets
involving the Company, or any material changes in the Company's corporate
structure, or business.

Appraisal Rights

Holders of Common Stock are not entitled to dissenters' rights of
appraisal or other dissenters' rights under Delaware law with respect to
the Acquisition or any transactions contemplated by the Acquisition
Agreement.

Restrictions on Resales of Burnup Shares to be Issued in the Acquisition

The Burnup Shares to be issued in the Acquisition shall be restricted
from transfer, subject to the resale limitations of Rule 144 under the
Securities Act of 1933, as amended (the "Securities Act") or pursuant to
an exemption from the registration requirements of the Securities Act.

In general, under Rule 144 as currently in effect, a person who has
beneficially owned restricted shares for at least two years, including an
"affiliate" as that term is defined under the Securities Act, is entitled
to sell, within any three-month period, a number of such shares that does
not exceed the greater of 1% of the then outstanding shares of Common
Stock or the average weekly trading volume of the Common Stock during the
four calendar weeks preceding such sale. Rule 144 also generally permits
a person (other than an affiliate of the Company) who has owned restricted
shares for at least three years to sell such shares without any volume
limitation. For purposes of Rule 144, some or all of the stockholders of
CT and CTF prior to Closing will be deemed to be affiliates of the Company
following the consummation of the Acquisition. See "PROPOSAL TO APPROVE
ACQUISITION AGREEMENT WITH CHURCH & TOWER, INC. AND CHURCH & TOWER OF
FLORIDA, INC. - Terms of the Acquisition Agreement - Registration Rights."

Certain Expenses of the Acquisition

It is estimated that the expenses to be incurred in connection with
the Acquisition and Redemption will be approximately $900,000. Included
in this amount are legal, accounting, printing, solicitation and other
costs in connection with the preparation and dissemination of this Proxy
Statement, and the fees for financial advisory services and fairness
opinions.

Memorandum of Understanding

entity ("Affiliated Entity") beneficially owning 10% or more of the
outstanding Voting Shares. The Certificate provides, however, that the
foregoing provision is not applicable to such transactions if the Board of
Directors has approved by resolution a memorandum of understanding (a
"Memorandum of Understanding") with such Affiliated Entity with respect to
such transactions prior to the time such Affiliated Entity became an
Affiliated Entity. In order to induce the stockholders of CT and CTF to
enter into the Acquisition Agreement and by eliminating the effects of the
foregoing provisions of the Certificate, the Company entered into a
Memorandum of Understanding with each of Neff Machinery, Inc., Neff
Rental, Inc. and Atlantic Real Estate Holding Corp. ("Neff Machinery,"
"Neff Rental" and "Atlantic," respectively) prior to the execution of the
Acquisition Agreement. Each of Neff Machinery, Neff Rental and Atlantic
is controlled by one or more stockholders of CT and CTF and accordingly,
following consummation of the Acquisition and by virtue of the ownership
of the Burnup Shares by the CT Group, would be deemed affiliates of the
Company. Although the stockholders of CT and CTF have no present
intention of selling these companies to the Company, following
consummation of the Acquisition, the Company will purchase and lease
equipment and parts from, and obtain services from, these companies upon
such terms and conditions as the Board of Directors shall approve, which
terms and conditions will be no less favorable to the Company than those
that would be obtained in transactions of a similar type with unaffiliated
third parties.

THE BOARD OF DIRECTORS OF THE COMPANY, BY THE UNANIMOUS VOTE OF ALL
DIRECTORS (OTHER THAN WITH RESPECT TO THE REDEMPTION, MR. CAPORELLA, WHO
ABSTAINED) HAVE CONCLUDED THAT THE TRANSACTIONS CONTEMPLATED BY THE
ACQUISITION AGREEMENT ARE FAIR AND IN THE BEST INTEREST OF THE COMPANY'S
STOCKHOLDERS AND RECOMMENDS THAT THE STOCKHOLDERS APPROVE AND ADOPT THE
ACQUISITION AGREEMENT. THE COMPANY'S DIRECTORS AND NAMED EXECUTIVE
OFFICERS ARE THE RECORD OWNERS OF 296,877 SHARES OF COMMON STOCK
(APPROXIMATELY 3.3% OF THE OUTSTANDING SHARES) AND HAVE INDICATED THAT
THEY INTEND TO VOTE THEIR SHARES FOR THE APPROVAL OF THE ACQUISITION
AGREEMENT.

PROPOSAL TO APPROVE AMENDMENTS TO THE
COMPANY'S CERTIFICATE OF INCORPORATION

As a condition to the consummation of the Acquisition, the Company is
required to have approved each of the amendments to its Certificate
proposed by the CT and CTF stockholders. The Board of Directors has
approved a resolution proposing to amend and restate the Certificate, as
described below, subject to approval of the Acquisition by the Company's
stockholders. The proposed amendments to the Certificate will not be
effected unless a majority of the shares of outstanding Common Stock vote
in favor of each amendment. The Board of Directors believes that it is
advisable and in the best interest of the Company to approve each of the
amendments to the Certificate in order to assure that, assuming the
requisite stockholder vote is obtained and all other conditions to the
Acquisition Agreement are fulfilled, the Acquisition can be consummated.
The adoption of the amendments is contingent upon the consummation of the
Acquisition and, as such, will not be approved unless the Acquisition
Agreement is approved by a vote of a majority of the shares of Common
Stock represented in person or by proxy at the Meeting.

Upon consummation of the Acquisition, the former stockholders of CT
and CTF will own approximately 65% of the issued and outstanding shares of
voting common stock of the Company. Accordingly, the former stockholders
of CT and CTF will have the ability to control the affairs of the Company
and control the election of the Company's directors regardless of how the
other stockholders may vote. Furthermore, such persons will have the
ability to control other actions requiring stockholder approval, including
certain fundamental corporate transactions such as a merger or sale of
substantially all of the assets of the Company, regardless of how the
other stockholders may vote. This ability may be enhanced by the adoption
of the proposed amendments to the Certificate, including those which would
(i) increase the number of authorized shares of the Company's common stock
from twenty-five million (25,000,000) to fifty million (50,000,000), and
(ii) eliminate all designations, powers, preferences, rights,
qualifications, limitations and restrictions in the Certificate relating
to the Company's preferred stock.

These proposed amendments to the Certificate may be deemed to have
the effect of making more difficult the acquisition of control of the
Company after the consummation of the acquisition by means of a hostile
tender offer, open market purchases, a proxy contest or otherwise. On the
one hand, these amendments may be seen as encouraging persons seeking to
acquire control of the Company to initiate such an acquisition through
arms-length negotiations with the Company; on the other hand, the
amendments may have the effect of discouraging a third party form making a
tender offer or otherwise attempting to obtain control of the Company,
even though such an attempt may be economically beneficial to the Company
and its stockholders. Furthermore, the proposed amendments to the
Certificate and the fact that the CT and CTF stockholders will own
approximately 65% of the Common Stock of the Company after the
consummation of the Acquisition may have a negative effect on the market
price and liquidity of the Common Stock of the Company.

The principal features of the proposed amendments are described below
but this discussion is qualified in its entirety by reference to the text
of the proposed Amended and Restated Certificate set forth in Appendix D
hereto.

Generally. The proposed amendment to the Certificate would:

1. Change the name of the Company to MasTec Inc.;

2. Increase the total number of shares of Common Stock which the
Company is authorized to issue from 25,000,000 to 50,000,000;

3. Eliminate all designations, powers, preferences, rights,
qualifications, limitations and restrictions prescribed in the Certificate
relating to the 5,000,000 shares of preferred stock authorized by the
Certificate and which may in the future be issued by the Company; and

4. Approve the provisions of Section 102(b)(7) of the DGCL relating
to the liability of directors.

In addition to the foregoing amendments, the Board of Directors has
approved resolutions proposing to restate the Certificate in order to (i)
clarify and/or shorten certain provisions of the Certificate, (ii) update
the language of certain provisions of the Certificate to conform with
applicable sections of the DGCL, (iii) incorporate into a single document
various amendments made to the original Certificate since July 26, 1968,
and (iv) renumber the various articles and paragraphs of the Certificate
for ease of reference.

A copy of the proposed Amended and Restated Certificate is set forth
in Appendix D hereto.

Change of Corporate Name. The first of the proposed amendments to
the Certificate would change the name of the Company to MasTec Inc.

The CT and CTF stockholders have required this amendment to the
Certificate because they believe that (i) the proposed name will make it
easier for the financial community and others with whom the Company does
business to associate the Company with its principal business, (ii) the
proposed name, by indicating the Company's principal business, also
indicates the technological and other resources of the Company, thus
making it easier to attribute such resources to the Company's subsidiaries
and affiliates and (iii) the founders of the Company, whose surnames form
the current name of the Company, are no longer involved in its management.

THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE FOREGOING
AMENDMENT TO THE CERTIFICATE OF INCORPORATION AND RECOMMENDS THAT
STOCKHOLDERS VOTE IN FAVOR OF THE AMENDMENT. THE COMPANY'S DIRECTORS AND
NAMED EXECUTIVE OFFICERS ARE THE RECORD OWNERS OF 296,877 SHARES OF COMMON
STOCK (APPROXIMATELY 3.3% OF THE OUTSTANDING SHARES) AND HAVE INDICATED
THAT THEY INTEND TO VOTE THEIR SHARES FOR THE APPROVAL OF THE FOREGOING
AMENDMENT.

Increase In Authorized Capital Stock. The second of the proposed
amendments to the Certificate would amend existing Article FIRST of the
Certificate to increase the number of shares of Common Stock authorized to
be issued by the Company from 25,000,000 to 50,000,000 shares. Such

additional shares of Common Stock will be a part of the existing class of
Common Stock of the Company and, if and when issued, will have the same
rights and privileges as the shares of Common Stock of the Company
presently outstanding.

As of the Record Date, the Company had 8,768,339 shares of Common
Stock outstanding, 1,459,000 shares of Common Stock reserved for issuance
upon conversion of the Company's 12% Convertible Subordinated Debentures
due November 15, 2000, and 547,000 shares of Common Stock reserved for
issuance under the Company's 1976 and 1978 Non-Qualified Stock Option
Plans. See "PROPOSAL TO APPROVE ACQUISITION AGREEMENT WITH CHURCH &
TOWER, INC. AND CHURCH & TOWER OF FLORIDA, INC. - "Certain Effects of the
Acquisition - Outstanding Stock Options."

Set forth below are the number of shares of capital stock authorized,
issued and outstanding, and unissued, as of the Record Date, and assuming
the Certificate is amended as proposed and the Acquisition and the
Redemption are consummated:

At January 31, 1994 If Acquisition is Consummated

Authorized Authorized
Issued and & Not Issued and & Not
Class Authorized Outstanding Outstanding Authorized Outstanding Outstanding

Common Stock 25,000,000 8,768,339 16,231,661 50,000,000 15,864,492 34,135,508

Preferred Stock 5,000,000 0 0 5,000,000 0 0

Once authorized, the additional shares of Common Stock will be
issuable without further authorization of the stockholders and on such
terms and for such consideration as may be determined by the Board of
Directors provided that such consideration is at least equal to the par
value thereof. No stockholder has preemptive rights.

The proposed increase in the number of authorized but unissued shares
of Common Stock of the Company could have the effect of frustrating or
discouraging an attempt to take over control of or merge with the Company
because such shares could be issued to dilute the stock ownership of any
person seeking to obtain control of or merge with the Company.

CT and CTF have required, as a condition of the Acquisition, that the
Company increase the number of authorized and unissued shares of Common
Stock of the Company. Such shares would be available for possible use in
the future in connection with the raising of additional capital, the
acquisition of other companies or assets, the payment of stock dividends,
the subdivision of outstanding shares through stock splits, the adoption
and implementation of additional share incentive plans and other corporate
purposes approved by the Board of Directors. Except as discussed
elsewhere in this Proxy Statement, the CT and CTF stockholders have no
present plan to utilize any of the additional shares of Common Stock for
which authorization is sought.

THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE FOREGOING AMENDMENT TO
THE CERTIFICATE OF INCORPORATION AND RECOMMENDS THAT STOCKHOLDERS VOTE IN
FAVOR OF THE AMENDMENT. THE COMPANY'S DIRECTORS AND NAMED EXECUTIVE
OFFICERS ARE THE RECORD OWNERS OF 296,877 SHARES OF COMMON STOCK
(APPROXIMATELY 3.3% OF THE OUTSTANDING SHARES) AND HAVE INDICATED THAT
THEY INTEND TO VOTE THEIR SHARES FOR THE APPROVAL OF THE FOREGOING
AMENDMENT.

Designations, Powers, Preferences, Rights, Qualifications,
Limitations and Restrictions Relating to Preferred Stock. The third of
the proposed amendments to the Certificate would delete paragraphs 3
through 14 from Section B of existing Article FOURTH of the Certificate.
Paragraphs 3 through 14 prescribe certain powers, preferences, rights,

qualifications, limitations and restrictions for all series of preferred
stock issued by the Company, including, among other things, (i) the
declaration and payment of dividends on preferred stock, (ii) the
distribution of the assets of the Company with respect to the preferred
stock upon any liquidation, dissolution or winding up of the Company,
(iii) the status of shares of preferred stock upon redemption or purchase
thereof by the Company, (iv) restrictions on the declaration and payment
of dividends on, and the redemption or purchase of, any shares of common
stock or other class of stock of the Company ranking junior to the
preferred stock, (v) restrictions concerning the creation of other classes
of preferred stock, (vi) restrictions concerning the ability of the
Company to increase the authorized number of shares of preferred stock and
(vii) the automatic right of holders of preferred stock to elect, as a
separate class, two additional directors to the Board of Directors under
certain circumstances. No shares of preferred stock are currently issued
and outstanding.

By deleting paragraphs 3 through 14 of Section B of existing Article
FOURTH of the Certificate, the Board of Directors would have the authority
to determine, among other things, with respect to each series of preferred
stock which may be issued (i) the distinctive designation and number of
shares constituting such series, (ii) the dividend rates, if any, on the
shares of that series and whether dividends would be payable in cash,
property, rights or securities, (iii) whether dividends would be non-
cumulative, cumulative to the extent earned, partially cumulative or
cumulative and, if cumulative, the date from which dividends on the series
would accumulate, (iv) whether, and upon what terms and conditions, the
shares of that series would be convertible into or exchangeable for other
securities or cash or other property or rights, (v) whether, and upon what
terms and conditions, the shares of that series would be redeemable, (vi)
the rights and the preferences, if any, to which the shares of that series
would be entitled in the event of voluntary or involuntary dissolution or
liquidation of the corporation, (vii) whether a sinking fund would be
provided for the redemption of the series and, if so, the terms of and
amounts payable into such sinking fund, (viii) whether the holders of such
securities would have voting rights and the extent of those voting rights,
(ix) whether the issuance of any additional shares of such series, or any

other series, would be subject to restrictions as to issuance or as to the
powers, preferences or rights of any such other series and (x) any other
preferences, privileges and relative rights of such series as the Board of
Directors may deem advisable.

It is not possible to state the precise effect of the deletion of
paragraphs 3 through 14 of Section B of existing Article FOURTH upon the
rights of holders of Common Stock until the Board of Directors determines
the respective preferences, limitations and relative rights of the holders
of one or more series of the preferred stock. Such effect might include,
however, (i) reduction of the amount otherwise available for payment of
dividends on Common Stock, (ii) restrictions on dividends on Common Stock
if dividends on the preferred stock are in arrears, (iii) dilution of the
voting power of the Common Stock to the extent that the preferred stock
has voting rights and (iv) reduction in the interests of the holders of
Common Stock in the Company's assets upon liquidation to the extent of any
liquidation preference granted to the preferred stock.

Deletion of paragraphs 3 through 14 of Section B of existing Article
FOURTH may be viewed as having the effect of discouraging an unsolicited
attempt by another person or entity to acquire control of the Company.
Issuances of authorized preferred shares can be implemented with voting or
conversion privileges which make acquisition of control of the Company
more difficult or more costly. Such an issuance could discourage or limit
the stockholders' participation in certain types of transactions that
might be proposed (such as a tender offer), whether or not such
transactions were favored by a majority of the stockholders, and could
enhance the ability of officers and directors to retain their positions
with the Company.

The CT and CTF stockholders believe that paragraphs 3 through 14 of
Section B of existing Article FOURTH of the Certificate overly restrict
the ability of the Board of Directors to issue shares of preferred stock
with such powers, preferences and rights as may be suitable for achieving
a valid corporate purpose. The CT and CTF stockholders believe that the
complexity of modern business financing and acquisition transactions
requires greater flexibility in the Company's capital structure than now

exists. By deleting paragraphs 3 through 14 of Section B of Article
FOURTH, the Board of Directors would have the authority to issue shares of
preferred stock from time to time with such powers, preferences and rights
as the Board of Directors may determine appropriate to achieve a valid
corporate purpose, including, the raising of additional capital and the
acquisition of other companies or assets. The CT and CTF stockholders do
not presently have any plan to issue any shares of preferred stock.

THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE FOREGOING AMENDMENT TO
THE CERTIFICATE OF INCORPORATION AND RECOMMENDS THAT STOCKHOLDERS VOTE IN
FAVOR OF THE AMENDMENT. THE COMPANY'S DIRECTORS AND NAMED EXECUTIVE
OFFICERS ARE THE RECORD OWNERS OF 296,877 SHARES OF COMMON STOCK
(APPROXIMATELY 3.3% OF THE OUTSTANDING SHARES) AND HAVE INDICATED THAT
THEY INTEND TO VOTE THEIR SHARES FOR THE APPROVAL OF THE FOREGOING
AMENDMENT.

Liability of Directors for Monetary Damages for Certain Breaches of
Fiduciary Duty. Pursuant to Section 102(b)(7) of the DGCL, the Company is
permitted to include in its Certificate a provision limiting the liability
of its directors for monetary damages for breaches of their fiduciary duty
of care.

In accordance with such statute, it is proposed that the Certificate
be amended by adding thereto the following:

No director of the Company shall have personal liability to the
Company or its stockholders for monetary damages for breach of
fiduciary duty as a director except (i) for any breach of such
director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii)
under Section 174 of Delaware Law relating to unlawful
distributions and (iv) for any transaction from which such
director derives an improper personal benefit.

The proposed limitations on a director's liability to the Company and
its stockholders (i) will have no effect on the availability of equitable

remedies such as injunction or rescission in the event of a breach of a
director's fiduciary duty of care and (ii) relates only to future conduct
and will not eliminate liability, even monetary, for conduct which pre-
dates the effectiveness of the proposed amendment. The Company is not
aware of any pending or threatened claims which would be affected or
covered by the proposed amendment.

The proposed limitations will reduce the availability of remedies to
the Company and its stockholders for negligent misconduct by directors in
certain circumstances. However, the CT and CTF stockholders believe that
it is in the best interests of the Company to approve such limitations for
two reasons. First, although the CT and CTF stockholders have received no
indications that qualified persons would be unwilling to serve as
independent directors in the absence of such limitations, the CT and CTF
stockholders believe, based on discussions with some of the proposed
nominees, that the presence of such provisions makes it easier to attract
qualified independent directors to serve on the Company's Board of
Directors. Second, the CT and CTF stockholders believe that such
limitations may reduce the Company's cost to maintain directors' and
officers' liability insurance coverage.

THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE FOREGOING AMENDMENT TO
THE CERTIFICATE OF INCORPORATION AND RECOMMENDS THAT STOCKHOLDERS VOTE IN
FAVOR OF THE AMENDMENT. THE COMPANY'S DIRECTORS AND NAMED EXECUTIVE
OFFICERS ARE THE RECORD OWNERS OF 296,877 SHARES OF COMMON STOCK
(APPROXIMATELY 3.3% OF THE OUTSTANDING SHARES) AND HAVE INDICATED THAT
THEY INTEND TO VOTE THEIR SHARES FOR THE APPROVAL OF THE FOREGOING
AMENDMENT.

Restatement of Certificate. The Company, directly or through one or
more of its subsidiaries, conducts a variety of businesses. The conduct
of some of those businesses is specifically authorized under Paragraphs 1
through 9 of existing Article THIRD of the Certificate while others are
conducted under Paragraph 10 of existing Article THIRD which authorizes
the Company "to conduct any lawful business, to exercise any lawful
purpose and power, and to engage in any lawful act or activity for which
corporations may be organized."

The authority granted under Paragraph 10 of existing Article THIRD of
the Certificate is sufficiently broad to authorize the Company to conduct
all businesses in which it is currently engaged or may in the future
engage. Accordingly, the CT and CTF stockholders believe that Paragraphs
1 through 9 of existing Article THIRD are unnecessary and have proposed
that they be deleted from the Certificate and that the text of Article
THIRD of the Certificate be restated to read in its entirety as follows:

The purpose of the Company is to engage in any lawful act or
activity for which corporations may be organized under Delaware
Law.

The CT and CTF stockholders have proposed that the text of paragraph
3 of Section A of existing Article FOURTH of the Certificate be restated
as follows in order to clarify its meaning and conform it with Sections
243 and 244 of DGCL:

The Board of Directors may retire any and all shares of Common
Stock that are issued but are not outstanding, including shares
of Common Stock purchased or otherwise reacquired by the
Company, and may reduce the capital of the Company in connection
with the retirement of such shares in the manner provided for
under Delaware Law.

The CT and CTF stockholders have proposed that the text of paragraph
4 of Section A of existing Article FOURTH of the Certificate be restated
in order to clarify that upon liquidation of the Company each holder of
Common Stock will be entitled, after payment or provision for payment of
the debts and other liabilities of the Company and the amounts to which
the holders of the preferred stock are entitled, to share in the remaining
net assets of the Company on a pro-rata basis based on the number of
shares of Common Stock held by such holder and the total number of shares
of Common Stock then outstanding.

Section 245 of DGCL permits the Company to omit from a restated
certificate of incorporation any provision of the original certificate of
incorporation which named the incorporator. Accordingly, the CT and CTF

stockholders have proposed that Article FIFTH of the existing Certificate
be deleted from the proposed Amended and Restated Certificate of the
Company.

In addition to the amendments and restatements described above, the
CT and CTF stockholders have proposed that (i) certain other provisions of
the Certificate be restated for the purpose of clarifying such provisions
or making them consistent with the proposed amendments described above,
without changing the substance of such provisions, (ii) the various amend-
ments made to the original Certificate since July 26, 1968 to the extent
not amended in the foregoing amendments be incorporated into a single
document, and (iii) the various articles and paragraphs of the Certificate
be renumbered for ease of reference.

THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE FOREGOING AMENDMENTS
TO THE CERTIFICATE OF INCORPORATION AND RECOMMENDS THAT STOCKHOLDERS VOTE
IN FAVOR OF THE AMENDMENTS. THE COMPANY'S DIRECTORS AND NAMED EXECUTIVE
OFFICERS ARE THE RECORD OWNERS OF 296,877 SHARES OF COMMON STOCK
(APPROXIMATELY 3.3% OF THE OUTSTANDING SHARES) AND HAVE INDICATED THAT
THEY INTEND TO VOTE THEIR SHARES FOR THE APPROVAL OF THE FOREGOING
AMENDMENTS.

PROPOSAL TO APPROVE 1994 STOCK OPTION
PLAN FOR NON-EMPLOYEE DIRECTORS

The CT and CTF Stockholders have proposed, subject to approval by the
holders of Common Stock, the Burnup & Sims Inc. 1994 Stock Option Plan for
Non-Employee Directors (the "Directors' Plan"). The Directors' Plan is
designed to maintain the Company's ability to attract and retain the
services of experienced and highly qualified non-employee or outside
directors and to increase the proprietary interest of such directors in
the Company's continued success. The Directors' Plan will have been
approved if a majority of the shares present, or represented, and entitled
to vote at the Meeting are voted in favor of it. The adoption of the
Directors' Plan is contingent upon consummation of the Acquisition and, as
such, will not be approved unless the Acquisition Agreement is approved by
a vote of a majority of the shares of Common Stock represented in person
or by proxy at the Meeting.

The principal features of the Directors' Plan are summarized below,
but this summary is qualified in its entirety by reference to the terms of
the Directors' Plan, which is attached hereto as Appendix E.

Summary of Directors' Plan

If authorized at the Meeting, grants of stock options will
automatically be made to each individual who is elected to the Board of
Directors at a meeting of stockholders held at any time after the day on
which the Directors' Plan is approved by the stockholders, provided the
individual (i) is not and has not been an employee of the Company or any
of its subsidiaries and (ii) is not otherwise eligible to participate in
any plan of the Company or any of its subsidiaries which would entitle
such director to acquire securities or derivative securities of the
Company. Grants of stock options will also be automatically made to each
director who is at any time after the Directors' Plan is approved by the
stockholders appointed by the Board of Directors to fill a vacancy on the
Board, subject to the same eligibility requirements stated above.

An aggregate of 400,000 shares of Common Stock (subject to adjustment
as described below and provided in the Directors' Plan) will be subject to
the Plan. Shares subject to options which terminate or expire unexercised
will become available for future option grants. Subject to the maximum
number of shares which are subject to the Plan, options will be granted to
each then eligible director on the day after the day on which the
Directors' Plan is approved by the stockholders and on the day after each
annual meeting of stockholders held thereafter, until that held in the
year 2004.

Subject to certain restrictions and limitations set forth below, each
option will permit the non-employee director, for a period of up to ten
years from the date of grant (unless the period is shortened as indicated
below), to purchase from the Company 15,000 shares of the Company's Common
Stock (subject to adjustment as provided in the Directors' Plan) at the
fair market value of such shares on the date the option is granted as
reported on NASDAQ.

Except as noted below, an option shall not be exercisable prior to
the expiration of one year from the date of grant. One third of the total
number of shares covered by the option shall become exercisable on the
first anniversary date of the grant and an additional one-third of the
total number of shares covered by the option shall become exercisable on
each of the two succeeding anniversary dates of the grant date. Except as
noted below, an option may be exercised, only if the optionee at the time
of exercise is, and at all times since the grant of the option, has been a
director of the Company. Each option is nonassignable and non-
transferable other than by will or the laws of descent and distribution.

In the event a non-employee director terminates service on the Board
of Directors by reason of retirement, each unexpired option held by the
optionee will, to the extent otherwise exercisable on such date, remain
exercisable until the earlier of ten years from the date of grant or three
years following such retirement. The term "retirement" means termination
after at least six years of service as a director.

In the event a non-employee director terminates service on the Board
of Directors by reason of death or disability, any then unexpired option
that has been outstanding for at least one year (six months in the case of
death) will become exercisable in its entirety and those and all other
exercisable options will continue to be exercisable until the earlier of
ten years from the date of grant or three years after such termination.
In the event a non-employee director terminates service on the Board of
Directors other than by reason of retirement, death or disability, all
unexercised options shall terminate upon such termination of service.

In the event of a "change in control" of the Company at any time on
or after March 15, 1994, then all of the optionee's outstanding options
become immediately exercisable. However, the provisions regarding
termination of service as a director continue to apply and in no event may
an option be exercised prior to the expiration of six months from the date
of grant or after ten years from the date of grant. Change in control is
generally defined to include (i) a merger or consolidation in which the
Company is not the surviving corporation or pursuant to which any shares
of the Company are to be converted into cash, securities or other
property, or any sale, lease, exchange or other transfer of all, or
substantially all, of the assets of the Company, (ii) the approval by the
stockholders of any plan for the liquidation or dissolution of the
Company, (iii) the acquisition by a "person" or "group," as defined in the
Directors' Plan, of 33% or more of the Company's Common Stock or (iv) if
individuals constituting the "Incumbent Board," as defined in the
Directors' Plan, cease to constitute a majority of the whole Board of
Directors of the Company.

Payment of the option price upon exercise may be made in cash, by the
delivery of Common Stock already owned by the non-employee director, a
combination of cash and shares, or in accordance with a cashless exercise
program under which shares of Common Stock may be issued directly to the
optionee's broker or dealer upon receipt of the purchase price in cash
from the broker or dealer. No optionee shall have any rights to dividends
or other rights of a stockholder with respect to his or her shares subject
to the option until the optionee has given written notice of exercise and
has paid in full for such shares. The optionee shall be required to pay

to the Company, such amount as the Company may demand to satisfy any tax
withholding obligation. Tax withholding obligations may be met by a
withholding of stock otherwise deliverable to the optionee under
procedures approved by the Board of Directors.

The Directors' Plan will be administered by the Board of Directors
who will be authorized to interpret the Directors' Plan. However, the
Board will have no authority in respect of the selection of directors to
receive options, the number of shares subject to the Directors' Plan, the
number of options to be granted, the number of shares in each grant, the
option price for shares subject to options, the period during which
options may be granted or exercised, or the class of persons eligible to
receive options. The Board also may not materially increase the benefits
under the Directors' Plan or, without further approval of the
stockholders, amend the Plan in any of the foregoing respects provided,
however, that the Directors' Plan provisions affecting the amount of
Common Stock to be awarded to eligible directors, the timing of those
awards or the determination of those eligible to receive such awards may
not be amended more than once every six months, other than to comport with
changes in the Code, the Employee Retirement Income Security Act of 1974,
as amended, or the rules thereunder. No stockholder approval will be
required, however, if the Board of Directors obtains a legal opinion
stating that such approval is not required under the Securities Exchange
Act of 1934, as amended, in order for the options granted under the Plan
to continue to be exempt from the operation of Section 16(b) of such Act.

Adjustments shall be made in the number and class of shares available
under the Directors' Plan and the number, class and price of shares
subject to outstanding option grants, in each such case to reflect changes
in the Company's Common Stock through changes in the Company's corporate
structure or capitalization, such as through a merger or stock split.

Federal Income Tax Consequences

The following is a brief description of the federal income tax
consequences, under existing law, of the Directors' Plan:

The options under the Directors' Plan are nonstatutory options not
intended to qualify as incentive stock options under Section 422 of the
Code. The grant of options will not result in taxable income to the non-
employee director or a tax deduction to the Company. The exercise of an
option by a non-employee director will result in taxable ordinary income
to the non-employee director and, if applicable withholding requirements
are satisfied, a corresponding deduction for the Company, in each case
equal to the difference between the fair market value of the acquired
shares on the date the option was exercised and the fair market value of
such shares on the date the option was granted (the option price).

An optionee's tax basis for shares acquired upon exercise of an
option will be equal to the fair market value of such shares on the date
the option is exercised. The holding period for such shares will commence
on such date and, accordingly, will not include the period during which
the option was held. The payment of the option exercise price by delivery
of Common Stock of the Company will constitute a non-taxable exchange by
the optionee. Use of Common Stock in payment of the option price will
result in the same tax consequences to the Company as if the exercise were
effected by a cash payment.

In the event of a sale of shares received upon exercise of an option,
any gain or loss will generally be a capital gain or loss. The capital
gain or loss will be a long-term capital gain or loss if the shares were
held for more than one year after the date on which the option was
exercised.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE HOLDERS OF COMMON STOCK
VOTE FOR APPROVAL OF THE COMPANY'S 1994 STOCK OPTION PLAN FOR NON-EMPLOYEE
DIRECTORS. THE COMPANY'S DIRECTORS AND NAMED EXECUTIVE OFFICERS ARE THE
RECORD OWNERS OF 296,877 SHARES OF COMMON STOCK (APPROXIMATELY 3.3% OF THE
OUTSTANDING SHARES) AND HAVE INDICATED THAT THEY INTEND TO VOTE THEIR
SHARES FOR THE APPROVAL OF THE 1994 STOCK OPTION PLAN FOR NON-EMPLOYEE
DIRECTORS.

PROPOSAL TO APPROVE
1994 STOCK INCENTIVE PLAN

The CT and CTF stockholders have proposed, subject to approval by the
holders of Common Stock, the Burnup & Sims Inc. 1994 Stock Incentive Plan
(the "Incentive Plan") for key employees, including officers, of the
Company and its subsidiaries to replace the Current Plans. The Incentive
Plan is more flexible than the Current Plans, containing provisions which
the Company believes are similar to those presently approved by other
large corporations. The Incentive Plan is designed to provide for the
grant of options that qualify as "incentive stock options" under the
Internal Revenue Code of 1986, as amended (the "Code"), or options other
than "incentive stock options," as well as provide for the award of
restricted stock and bonuses payable in stock. In addition to the
replacement of the Current Plans, the purpose of approving the Incentive
Plan, consistent with the purposes of the Current Plans is to continue to
have available a stock compensation plan that will encourage and enable
participating employees of the Company to acquire a proprietary interest
in the Company through stock ownership and will assist the Company in
attracting and retaining key employees. The Incentive Plan will have been
approved if a majority of the shares present or represented, and entitled
to vote at the Meeting are voted in favor of it. The adoption of the
Incentive Plan is contingent upon consummation of the Acquisition and, as
such, will not be approved unless the Acquisition Agreement is approved by
a vote of a majority of the shares of Common Stock represented in person
or by proxy at the Meeting.

The principal features of the Incentive Plan are summarized below,
but this summary is qualified in its entirety by reference to the terms of
the Incentive Plan, which is attached hereto as Appendix F.

Summary of Incentive Plan

Subject to adjustment as noted below, the total number of shares that
may be optioned or awarded under the Incentive Plan is 800,000 shares of
the Company's Common Stock of which 200,000 shares may be awarded as
restricted stock. If the Incentive Plan is approved by stockholders, no

further awards will be made under the Current Plans. However,
approximately 252,000 shares will continue to be reserved with respect to
the shares outstanding under Current Plans. No employee may receive, over
the term of the Incentive Plan, awards in the form of options, whether
incentive stock options or options other than incentive stock options, to
purchase more than 200,000 shares of the Company's Common Stock. Any
shares subject to an option under the Incentive Plan which for any reason
expires, is relinquished or is terminated unexercised and any restricted
stock which is forfeited may again be optioned or awarded under the
Incentive Plan, provided, however, that forfeited shares shall not be
available for further awards if the employee has realized any benefits of
ownership from such shares.

Key salaried employees, including officers, of the Company and its
subsidiaries, shall be eligible to participate in the Incentive Plan. The
Compensation Committee of the Board of Directors (the "Compensation
Committee") will administer the Incentive Plan and determine the
recipients of options and awards, their terms and conditions within the
parameters of the Incentive Plan and the number of shares covered by each
option or award. The Compensation Committee may approve rules and
regulations to carry out the Incentive Plan and its decision with regard
to any question arising under the Incentive Plan shall be final and
conclusive on all employees of the Company or its subsidiaries
participating or eligible to participate in the Incentive Plan. The
Compensation Committee shall consist of not less than three outside non-
employee directors of the Company. Such directors are not eligible to
participate in the Incentive Plan. No award or option may be granted
under the Incentive Plan after January, 2004, but awards or options
theretofore granted may extend beyond that date.

The Board of Directors of the Company may amend, alter or discontinue
the Incentive Plan, but no amendment, alteration or discontinuation may be
made which would (i) impair the rights of any recipient of restricted
stock or option or stock bonus already granted, without his or her written
consent, or (ii) without the approval of the stockholders (A) increase the
total number of shares reserved for the Incentive Plan, (B) decrease the
option price of an incentive stock option to less than 100% of the fair

market value of the stock on the date the option was granted, (C) change
the class of persons eligible to receive an award of restricted stock or
options under the Incentive Plan, or (D) extend the duration of the
Incentive Plan. The Compensation Committee may, retroactively or
prospectively, amend the terms of any award of restricted stock or option
already granted, provided no such amendment will impair the rights of any
holder without his or her written consent.

The option price per share shall be determined by the Compensation
Committee, but shall not be less than 100% of the fair market value of a
share of Common Stock at the time the option is granted as reported on
NASDAQ. Options granted under the Incentive Plan will expire on a date
fixed by the Compensation Committee, but not more than ten years from the
date of grant in the case of incentive stock options or such later date as
may be permitted under the Code. Each option will state whether it is
immediately exercisable in full or when and to what extent it shall be
exercisable. All options become exercisable over a five year period in
equal increments of 20% per year beginning twelve months after the date of
grant.

Payment of the option price upon exercise of an option may be made in
cash, by the delivery of Common Stock already owned by the optionee, a
combination of cash and shares, or in accordance with a cashless exercise
program under which shares of Common Stock may be issued directly to the
optionee's broker or dealer upon receipt of the purchase price in cash
from the broker or dealer. No optionee shall have any rights to dividends
or other rights of a stockholder with respect to his or her shares subject
to the option until the optionee has given written notice of exercise and
has paid in full for such shares. Tax withholding obligations may be met
by a withholding of stock otherwise deliverable to the optionee under
procedures approved by the Compensation Committee.

Each option granted under the Incentive Plan may provide for stock
appreciation rights, that is, the right to exercise such option in whole
or in part without payment of the option price. If an option is exercised
without payment, the optionee shall be entitled to receive the excess of
the fair market value of the stock covered by the option on the date of

exercise over the option exercise price. Such amount is payable in stock
or in cash or in a combination of stock and cash at the discretion of the
Compensation Committee.

If an optionee's employment terminates by reason of his or her
retirement under a retirement plan of the Company or a subsidiary or
death, the optionee's option may thereafter be exercised by the optionee
or by his or her estate or beneficiary within the period specified in the
option (not to exceed 3 years from the date of termination) but not beyond
the termination date of the option. Unless otherwise determined by the
Compensation Committee, if an optionee's employment terminates for any
reason other than death or retirement, the optionee's option shall
thereupon terminate. During the optionee's lifetime, the option is
exercisable only by the optionee and shall not be transferable except by
will or the laws of descent and distribution.

No incentive stock option will be granted to an employee who owns or
would own immediately before the grant of such option, directly or
indirectly, stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company. This restriction will not
apply if, at the time such incentive stock option is granted, the option
price is at least 110% of the fair market value of one share of Common
Stock on the date of grant and the incentive stock option by its terms is
not exercisable after the expiration of five years from the date of grant.

Awards of restricted stock may be in addition to or in lieu of option
grants. During the restriction period (as set by the Compensation
Committee) the recipient of restricted stock is not permitted to sell,
transfer, pledge, or assign the shares. Shares of restricted stock shall
become free of all restrictions if the recipient dies or his or her
employment is terminated by reason of permanent disability during the
restriction period, and to the extent set by the Compensation Committee,
if the recipient retires under a retirement plan of the Company or any
subsidiary. In the event of a termination of employment during the
restriction period for any reason other than death, disability or, to the
extent determined by the Compensation Committee, retirement under a
retirement plan of the Company or a subsidiary, shares of restricted stock

will be forfeited and revert to the Company, except to the extent that the
Compensation Committee determines that such forfeiture is not in the best
interests of the Company and waives the forfeiture provision with respect
to all or some of the restricted stock held by the employee.

The recipient of restricted stock shall be entitled to vote the
shares and receive all dividends paid thereon, except that dividends paid
in Company Common Stock or other property shall also be subject to the
same restrictions. Tax withholding obligations shall be paid in cash by
the recipient or may be met by the withholding of Common Stock otherwise
deliverable to the recipient pursuant to procedures approved by the
Compensation Committee.

In lieu of cash bonuses otherwise payable to eligible employees under
the Company's compensation practices, the Compensation Committee may
determine that such bonuses shall be payable in Common Stock or partly in
Common Stock and partly in cash. Any such shares of Common Stock shall be
free of any restrictions imposed by the Plan. The Company shall withhold
from any such cash bonuses an amount of cash sufficient to meet its tax
withholding obligations. If the cash portion of the bonus is not
sufficient, the tax withholding obligations shall be paid in cash by the
recipient or may be met by the withholding of Common Stock otherwise
deliverable to the recipient pursuant to procedures approved by the
Committee.

In the event of a "change in control" of the Company, in addition to
any action required or authorized by the option or award, the Compensation
Committee may in its discretion recommend that the Board of Directors take
certain actions as a result of, or in anticipation of, the change in
control, to assure fair and equitable treatment of the employees who hold
options or restricted stock, including an offer to purchase any
outstanding option or restricted stock granted or issued pursuant to the
Incentive Plan for its cash value as determined by the Compensation
Committee. However, in no event may an option be made exercisable prior
to the expiration of six months from the date of grant or, in the case of
an incentive stock option, after ten years from the date it was granted.

Change in control is generally defined to include (i) a merger or
consolidation in which the Company is not the surviving corporation or
pursuant to which any shares of the Company are to be converted into cash,
securities or other property, or any sale, lease, exchange or other
transfer of all, or substantially all, of the assets of the Company,
(ii) the approval by the stockholders of any plan for the liquidation or
dissolution of the Company, (iii) the acquisition by a "person" or
"group," as defined in the Incentive Plan, of 33% or more of the Company's
Common Stock or (iv) if individuals constituting the "Incumbent Board," as
defined in the Incentive Plan, cease to constitute a majority of the whole
Board of Directors of the Company.

Adjustments shall be made in the number and class of shares available
under the Incentive Plan and the number, class and price of shares subject
to outstanding option grants, in each such case to reflect changes in the
Company's Common Stock through changes in the Company's corporate
structure or capitalization such as through a merger or stock split.

Federal Income Tax Consequences

The following is a brief description of the federal income tax
consequences, under existing law, of the Incentive Plan:

Incentive Stock Options

(a) Neither the grant nor the exercise (while the employee is
employed or within three months after termination of employment,
or twelve months in the case of termination on account of
disability) of an incentive stock option will be treated as the
receipt of taxable income by the employee or a deductible item
by the Company. The amount by which the fair market value of
the shares issued upon exercise exceeds the option price will
constitute an item of "tax preference" to the employee for
purposes of the alternative minimum tax. For alternative
minimum tax purposes only the tax basis of the Common Stock

acquired upon the exercise of such option, is increased by the
amount of such excess.

(b) If the employee holds shares acquired by him or her upon the
exercise of an option for the two-year period from the date of
grant of the option and the one-year period beginning on the day
after such exercise, and if he or she has been an employee of
the Company or its subsidiaries at all times from the date of
grant to the day three months before exercise, or twelve months
in the case of termination on account of disability, then any
gain realized by the employee on a later sale or exchange of
such shares will be a long-term capital gain and any loss
sustained will be a long-term capital loss. The Company will
realize no tax deduction with respect to any such sale or
exchange of option shares.

(c) If the employee disposes of any shares acquired upon the
exercise of an option during the two-year period from the date
of grant of the option or the one-year period beginning on the
day after such exercise, the employee will generally be
obligated to report as ordinary income for the year in which the
disposition occurred the amount by which the fair market value
of such shares on the date of the exercise of the option (or, as
noted in clause (d) below, in the case of certain sales or
exchanges of such shares for less than such fair market value,
the amount realized upon such sale or exchange) exceeds the
option price, and the Company will be entitled to a deduction
equal to the amount of such ordinary income. Any such ordinary
income will increase the employee's tax basis for the purpose of
determining gain or loss.

(d) If an option holder who has acquired stock upon the exercise of
an incentive stock option makes a disposition within the two-
year period described above, and the disposition is a sale or
exchange with respect to which a loss (if sustained) would be
recognized to the option holder, then the amount includible in
the option holder's gross income, and the amount deductible by

the Company, will not exceed the excess (if any) of the amount
realized on the sale or exchange over the tax basis of the
stock.

Non-Qualified Stock Options

In the case of an option granted under the Incentive Plan
that is not an incentive stock option, the grant of the option
will not result in taxable income to the option holder or a tax
deduction to the Company. The option holder recognizes ordinary
income at the time the option is exercised in the amount by
which the fair market value of the shares acquired exceeds the
option price. The Company is entitled to a corresponding
ordinary income tax deduction at that time, if applicable
withholding requirements are satisfied. The option holder's tax
basis for purposes of determining gain or loss on a subsequent
sale of the shares is the fair market value of the shares at the
date of exercise of the option. The holding period for such
shares will commence on such date and, accordingly, will not
include the period during which the option was held. In the
event of a sale of shares received upon exercise of the option,
any gain or loss will generally be a capital gain or loss. The
capital gain or loss will be a long-term capital gain or loss if
the shares were held for more than one year after the date on
which the option was exercised.

Use of Stock to Exercise Options

The payment of the option exercise price by delivery of
Common Stock of the Company will constitute a non-taxable
exchange by the optionee and will not affect the incentive stock
option status of the Common Stock acquired in the case of an
incentive stock option. However, if the Common Stock delivered
in payment was previously acquired pursuant to the exercise of
an incentive stock option and has not been held for the
requisite one-year period, the exchange would constitute a
premature disposition of such Common Stock for purposes of the

incentive stock option holding requirements. Use of Common
Stock in payment of the option price will result in the same tax
consequences to the Company as if the exercise were effected by
a cash payment.

Stock Appreciation Rights

The amount received by an optionee who exercises a stock
appreciation right with respect to his or her option is taxable
as ordinary income at the time of exercise and the Company is
entitled to a corresponding ordinary income tax deduction.

Bonus Stock

The grantee will realize ordinary income during his or her
taxable year in which the shares of Common Stock are issued
pursuant to the award of bonus stock in an amount equal to the
fair market value of the shares of Common Stock at the date of
issue. The Company is entitled to a corresponding ordinary
income tax deduction. If the grantee thereafter disposes of
such shares of Common Stock, any amount received in excess of
the market value of the shares on the date of issue will be
treated as long- or short-term capital gain depending upon the
holding period of the shares.

Restricted Stock

A grantee will not realize any taxable income upon the
award of Restricted Stock unless a grantee elects under Section
83(b) of the Code to have the fair market value of the Common
Stock (determined without regard to the possibility of
forfeiture) included in his or her gross income in the year the
Restricted Stock is issued. In the absence of such an election,
the grantee will realize ordinary income during his or her
taxable year in which the possibility of forfeiture lapses. If
the grantee thereafter disposes of the Common Stock, any amount
received in excess of the fair market value of the shares on the

date the possibility of forfeiture lapsed will be treated as
long- or short-term gain depending upon the holding period
(measured from the date the possibility of forfeiture lapsed) of
the shares. The Company will be entitled to an ordinary tax
deduction in the same amount and at the same time the grantee is
considered to have realized ordinary income.

Change in Control

Under certain circumstances, accelerated vesting or
exercise of options or stock appreciation rights, or the
accelerated lapse of restrictions on restricted stock, in
connection with a "change in control" of the Company might be
deemed an "excess parachute payment" for purposes of the golden
parachute tax provisions of Section 280G of the Code. To the
extent it is so considered, the optionee or grantee may be
subject to a 20% excise tax and the Company may be denied a tax
deduction.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE HOLDERS OF COMMON STOCK
VOTE FOR APPROVAL OF THE COMPANY'S 1994 STOCK INCENTIVE PLAN. THE
COMPANY'S DIRECTORS AND NAMED EXECUTIVE OFFICERS ARE THE RECORD OWNERS OF
296,877 SHARES OF COMMON STOCK (APPROXIMATELY 3.3% OF THE OUTSTANDING
SHARES) AND HAVE INDICATED THAT THEY INTEND TO VOTE THEIR SHARES FOR THE
APPROVAL OF THE 1994 STOCK INCENTIVE PLAN .

ELECTION OF DIRECTOR

The Board of Directors is currently comprised of five directors
elected in three classes (the "Classes"), with two Class I, one Class II
and two Class III directors. Directors in each Class hold office for
three-year terms. The terms of the Classes are staggered so that the term
of one Class terminates each year. The term of the current Class II
Director expires at the Meeting and when his respective successor has been
duly elected and qualified.

Samuel C. Hathorn, Jr., the current Class II Director, has been
nominated by the Board of Directors to be reelected as the Class II
Director at the Meeting. The Company has no reason to believe that Mr.
Hathorn will refuse or be unable to accept election; however, in the event
he is unable to accept election or if any other unforeseen contingencies
should arise, each proxy that does not direct otherwise will be voted for
such other person as may be designated by the Board of Directors.

MANAGEMENT

Information as to Nominees and Other Directorships

The following information concerning principal occupation or
employment during the past five years, other directorships and age, has
been furnished to the Company by the nominee for director in Class II, by
the directors in Classes III and I whose terms expire at the Company's
Annual Meetings of Stockholders in 1994 and 1995, respectively, and when
their respective successors have been duly elected and qualified, all
executive officers of the Company, and the individuals who will become
additional executive officers and directors of the Company if the
Acquisition is consummated.

Nominee for Director

Class II (Term, if elected, expires at the Annual Meeting of
Stockholders in 1996)

Principal Occupation
or Employment Director
Name Age During the Past Five Years Since

Samuel C. Hathorn, 50 President of Trendmaker Homes, 1981
Jr. and since December 1, 1990,
President of Centennial Homes,
Inc., subsidiaries of
Weyerhaeuser Co., Houston and
Dallas, Texas, homebuilders
and real estate developers

Directors Whose Terms of Office will Continue After the Annual Meeting

Class III (Terms expire at the Annual Meeting of Stockholders in
1994)

Principal Occupation
or Employment Director
Name Age During the Past Five Years Since

Cecil D. Conlee 57 Chairman, CGR Advisors, 1973
Atlanta, Georgia, real estate
investment advisors

Leo J. Hussey 54 Executive Vice President of 1976
the Company and President of
Southeastern Printing Company,
Inc., and The Deviney Company,
wholly-owned subsidiaries of
the Company

Class I (Terms expire at the Annual Meeting of Stockholders in 1995)

Principal Occupation
or Employment Director
Name Age During the Past Five Years Since

Nick A. Caporella 57 Chairman of the Board of 1974
Directors, Chief Executive
Officer and President of the
Company and Chairman of the
Board of Directors, Chief
Executive Officer and
President of NBC

William A. Morse 66 Attorney-at-Law, Danville, 1977
California President, Behring-
Hofmann Educational Institute,
Danville, California

Mr. Caporella is a director of NBC. Mr. Conlee is a director of
Cousins Properties, Inc. and Oxford Industries, Inc. Mr. Morse is a
director of Behring-Hofmann Educational Institute, Inc.

Executive Officers

Principal Occupation
or Employment
Name Age During the Past Five Years

George R. Bracken 48 Vice President & Treasurer of the
Company, since March 1992; Vice
President Financial Planning of the
Company since May 1985

Michael Brenner 45 General Counsel of the Company since
June 1988

Gerald W. Hartman 53 Senior Vice President of the Company
since September 1988

Margaret M. Madden 41 Vice President of the Company since
September 1987; Corporate Secretary
since August 1984

Linda L. Rine 46 Vice President - Insruance of the
Company since September 1987

Proposed Directors and Executive Officers

The following individuals will be appointed as officers and directors
of the Company, in the capacities indicated below, assuming consummation
of the Acquisition. See "ELECTION OF DIRECTOR" and "PROPOSAL TO APPROVE
ACQUISITION AGREEMENT WITH CHURCH & TOWER, INC. AND CHURCH & TOWER OF
FLORIDA, INC. - Terms of the Acquisition Agreement -- Directors and
Management of the Company Following the Acquisition."

Percentage Percentage
Ownership Ownership of
Principal Occupation of Common Common
or Employment Proposed Stock Before Stock After
Name Age During the Past Five Years Class Acquisition Acquisition

Jorge L. Mas 54 Proposed Director; during the II -0- 33.6%
Canosa past five years has served as
President and Chief Executive
Officer of CTF

Jorge Mas 30 Proposed Director, President I -0- 24.8%
and Chief Executive Officer;
during the past five years
has served for part or all of
such period as President and
Chief Executive Officer of CT
(and its predecessor company
Communication Contractors,
Inc.), Neff Rental, Inc.,
Neff Machinery, Inc.,
Atlantic Real Estate Holding
Corp. and U.S. Development
Corp., each a company
controlled by the CT and CTF
stockholders

Percentage Percentage
Ownership Ownership of
Principal Occupation of Common Common
or Employment Proposed Stock Before Stock After
Name Age During the Past Five Years Class Acquisition Acquisition

Eliot C. Abbott 44 Proposed Director; during the II -0- -0-
past five years has been a
stockholder in the law firm
of Carlos & Abbott, P.A.,
Miami, Florida

Arthur B. 53 Proposed Director; President, III -0- -0-
Laffer Canto Advisors Incorporated,
an investment advisor, since
May 1993; Chief Executive
Officer, Calport Asset
Management, a money
management firm, since June
1992; Chairman, A.B. Laffer,
V.A. Canto & Associates, an
economic research and
financial consulting firm
(formerly known as A.B.
Laffer Associates), since
1979; Chief Executive
Officer, Laffer Advisors
Incorporated, an investment
advisor and broker-dealer,
since 1975

Mr. Laffer is a director of U.S. Filter Corporation, Nicholas
Applegate Growth Equity Fund and Nicholas Applegate Mutual Fund. Mr. Mas
Canosa is a director of The Wackenhut Corporation and Landair Transport,
Inc.

Jorge L. Mas Canosa is the father of Jorge Mas.

Directors Following Consummation of the Acquisition

In the event Mr. Hathorn is elected and the Acquisition is
consummated, the Company's Board of Directors will be comprised of the
following individuals:

Name Class Term Expires

Cecil D. Conlee III 1994
Arthur B. Laffer III 1994
Jorge Mas I 1995
William A. Morse I 1995
Eliot C. Abbott II 1996
Jorge L. Mas Canosa II 1996
Samuel C. Hathorn, Jr. II 1996

Meetings and Committees of the Board of Directors

During Fiscal 1993 (i) the Board of Directors held four meetings and
all of the members of the Board of Directors attended each of such
meetings and (ii) each member of the Board of Directors also attended all
meetings of those committees of which he was a member. The Board of
Directors has standing Audit, Compensation and Stock Option, Finance,
Stock Purchase Plan, Nominating, Special Transaction and Executive
Strategic Planning Committees.

The members of the Company's Audit Committee are Messrs. Conlee,
Hathorn and Morse. During Fiscal 1993, the Audit Committee met four times.
The principal functions of the Audit Committee are to review with
management and the Company's independent accountants the scope of proposed
audits, the Company's annual financial statements, the results of audits
and the Company's system of internal accounting controls and to be
available to meet with the independent accountants to resolve matters, if
any, that may arise in connection with audits or otherwise.

The members of the Company's Compensation and Stock Option Committee
are Messrs. Hathorn and Morse. During Fiscal 1993, the Compensation and
Stock Option Committee met twice. The principal functions of the
Compensation and Stock Option Committee are to recommend to and review
with the Board of Directors the compensation arrangements for the
executive officers of the Company, and to review with management grants
under the Company's non-qualified stock option plans, and overall
compensation arrangements and employee benefits for the Company's
employees.

The members of the Company's Finance Committee are Messrs. Morse,
Conlee, Hathorn and Hussey. The principal function of the Finance
Committee, which met twice during Fiscal 1993, is to review the Company's
long and short-term financial strategies with management and the Board of
Directors.

The members of the Company's Stock Purchase Plan Committee are
Messrs. Morse, Hussey and Hathorn. During Fiscal 1993, the Stock Purchase
Plan Committee, whose principal function is to monitor the administration
of the Company's Employee Stock Purchase Plan, met once.

The members of the Company's Nominating Committee are Messrs.
Hathorn, Caporella and Hussey. The Nominating Committee, which met once
during Fiscal 1993, recommends to the Board of Directors candidates for
election to the Board of Directors. The Committee considers candidates
recommended by the stockholders pursuant to written applications submitted
to the Corporate Secretary.

The members of the Company's Special Transaction Committee are
Messrs. Conlee, Morse and Hathorn. The primary function of the Special
Transaction Committee, which met twice during Fiscal 1993, is to review
related party transactions between the Company and any officer, director
or affiliate of the Company. The Committee was responsible for reviewing
and approving the terms of the Acquisition and negotiating and approving
the Redemption on behalf of stockholders of the Company (other than NBC
and its affiliates).

The members of the Executive Strategic Planning Committee are Messrs.
Conlee, Morse, Hathorn, and Caporella. During Fiscal 1993, the Executive
Strategic Planning Committee met twice. The principal function of the
Executive Strategic Planning Committee is to review future strategic
courses available to the Company.

If the Acquisition is consummated, the composition of some or all of
the foregoing committees may change.

Director Compensation

The directors, except directors who are employees of the Company or
of any subsidiary, are paid attendance fees at the rate of $600 for each
meeting of the Board of Directors and $400 for each committee meeting
attended ($1,000 for Executive Strategic Planning Committee meetings),
regardless of the number of committees on which they serve. In addition,
directors who are not employees of the Company or any of its subsidiaries
are paid retainer fees at the rate of $15,000 per annum and Chairmen of
committees are paid an additional $200 for each meeting of their
respective committees attended by them.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth certain information for the last three
fiscal years concerning the compensation earned by or awarded to the Chief
Executive Officer of the Company and each of the other three most highly
compensated executive officers of the Company whose combined salary and
bonus exceeded $100,000 in such fiscal year. The table does not set forth
certain of the tabular formats set forth in the SEC's recently expanded
rules on executive compensation disclosure in proxy statements dealing
with other annual compensation and long-term compensation awards and pay-
outs, since none of these executive officers received any such
compensation during such three-year period.

Annual Compensation
Name and _______________________________
Principal Position Year Salary ($) Bonus ($)

Nick A. Caporella, Chairman of the 1993 0 0
Board, President and Chief 1992 0 0
Executive Officer 1991 600,000 375,000

Gerald W. Hartman, Senior Vice
President of the Company and
President of Burnup & Sims ComTec, 1993 211,870 60,000
Inc. and Burnup & Sims of California, 1992 200,922 40,000
Inc., wholly-owned subsidiaries 1991 200,288 70,000
of the Company

Leo J. Hussey, Executive Vice President,
and Director of the Company, and 1993 193,694 30,000
President of Southeastern Printing 1992 155,000 25,000
Company, Inc. and The Deviney 1991 155,000 25,000
Company, wholly-owned subsidiaries
of the Company

George R. Bracken, Vice President & 1993 105,945 28,000
Treasurer 1992 101,345 25,000
1991 101,474 20,000

Options Granted in Last Fiscal Year

No stock options were granted during Fiscal 1993.

Aggregate Fiscal Year-End Stock Option Value Table

The following table summarizes the options held at April 30, 1993 by
individuals named in the Summary Compensation Table; no stock options were
exercised by such persons during Fiscal 1993.

Number of Unexercised Value of Unexercised
Options at In-the-Money Options
April 30, 1993(#) at April 30, 1993 ($)

Name Exercisable Unexercisable Exercisable Unexercisable

Nick A. Caporella 200,000 0 0 0

Leo J. Hussey 2,000 0 0 0

Gerald W. Hartman 2,800 0 0 0
George R. Bracken 500 0 0 0

Long-Term Incentive and Pension Plans

The Company does not have any long-term incentive or pension plans.

Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933, as amended,
or the Securities Exchange Act of 1934, as amended, that might incorporate
future filings, including this Proxy Statement, in whole or in part, the
following Compensation and Stock Option Committee Report and Performance
Graph on page 55 shall not be incorporated by reference into any such
filings.

Report of the Compensation and Stock Option Committee

The Compensation and Stock Option Committee of the Board of Directors
is responsible for approving the compensation levels of the executive
officers of the Company, including the Chief Executive Officer. The
Compensation Committee also reviews with the Chief Executive Officer
guidelines for salary adjustments and aggregate bonus awards applicable to
management and employees other than executive officers. The Compensation
Committee, which is composed of two non-employee directors of the Company,
reviews its recommendations with the members of the Board. The following
report is submitted by the Compensation Committee regarding compensation
paid during fiscal year 1993:

The compensation program of the Company is designed to enable the
Company to attract, motivate, reasonably reward, and retain professional
personnel who will effectively manage the assets of the Company and
maximize corporate performance and stockholder value over time.
Compensation packages include a mix of salary, incentive bonus awards, and
stock options.

Salaries of executive officers are established based on an
individual's performance and general market conditions. Salary levels are
determined based upon the challenge and responsibility of an individual's
position with the Company and are dependent on subjective considerations.
In addition to paying a base salary, the Company provides incentive bonus
awards as a component of overall compensation. Bonus awards are measured
based upon overall performance of the executive officer's area of
responsibility or operating performance of the operation under control of
the executive, if any. Due to the fact that the Company's financial
results for the last three years reflect volume declines and net losses,
salaries of executive officers during fiscal 1994 (with certain exceptions
for outstanding merit) are frozen at previous levels. In addition, in
light of these factors, the Company's President and Chief Executive
Officer and Chairman of the Board, Nick A. Caporella, declined to accept
any salary or bonus compensation for either fiscal year 1992 and 1993.

Long-term incentive compensation for executives consists of stock-
based awards made under the Company's two non-qualified stock option plans
(the "Option Plans"). The Option Plans provide for the granting of
options to purchase Common Stock to key employees at prices equal to the
fair market value on the date of grant. The Compensation Committee
believes that the maximization of stockholder wealth through appreciation
in the value of Common Stock is created through the use of stock options.
At April 30, 1993, there were 205,300 stock options granted under the
Option Plans held by executive officers.

Compensation and Stock Option Committee
Samuel C. Hathorn, Jr.
William A. Morse

Executive Compensation Subsequent to the Acquisition

The proposed Board of Directors has no plans to materially change the
Company's overall compensation structure after the Acquisition. The Board
of Directors, however, will meet after the Acquisition to determine the
compensation of Jorge Mas who will serve as the President and Chief
Executive Officer of the Company. It is anticipated that Mr. Mas will be
paid annual base compensation of $300,000 and bonus compensation as
determined by the Compensation and Stock Option Committee of the Board of
Directors. If the 1994 Stock Incentive Plan is approved, both Mr. Mas and
other key salaried employees of the Company will be eligible to receive
options and awards as determined from time to time by the Compensation and
Stock Option Committee of the Board of Directors, which shall consist of
not less than three non-employee directors. If the Stock Option Plan for
Non-Employee Directors is approved, directors who have never been
employees of the Company or any of its subsidiaries, and who are not
otherwise eligible to participate in any plan of the Company or any of
its subsidiaries which would entitle such directors to receive securities
of the Company, would automatically receive stock options upon their
election as directors.

PERFORMANCE GRAPH

The following graph compares the cumulative total stockholder return
on Common Stock from April 30, 1988 through April 30, 1993 with the
cumulative total return of the S & P 500 Stock Index and a Company
constructed index of two peer companies consisting of Dycom Industries,
Inc. and the L.E. Myers Company. The graph assumes that the value of the
investment in Common Stock was $100 on April 30, 1988 and that all
dividends were reinvested.

Comparison of Five Year Cumulative Total Return Among
Burnup & Sims Inc., S & P 500 Stock Index, and Peer Group Companies

210

DOLLARS 190

170

150

130 (PAPER COPY OF GRAPH PREVIOUSLY FILED IN THE
DEFINITIVE PROXY MATERIALS FILED ON FEBRUARY 14,
110 1994 PURSUANT TO A RULE 201 TEMPORARY HARDSHIP
EXEMPTION, AND IS HEREBY INCORPORATED BY REFERENCE.)
90

10
1988 1989 1990 1991 1992 1993

* Burnup & Sims + S & P 500 = (A) Peer Group

CERTAIN TRANSACTIONS AND LITIGATION

The Company has billed NBC approximately $662,000 for certain
services rendered and expenses for the year ended April 30, 1993. NBC

owns approximately 36% of the outstanding Common Stock. Nick A.
Caporella, the President, Chief Executive Officer and Chairman of the
Board of the Company is also the Chairman of the Board, Chief Executive
Officer, President and the controlling stockholder of NBC.

As described elsewhere in this Proxy Statement, it is a condition to
the consummation of the Acquisition by the stockholders of CT and CTF and
the Company that (i) the Company shall have entered into a written
agreement with NBC, pursuant to which the Company will redeem and purchase
3,153,847 shares of Common Stock owned by NBC (which constitutes all of
the Common Stock owned by NBC), (ii) all of the conditions to the
consummation of the Redemption shall have been satisfied or waived, and
(iii) the stockholders of CT and CTF shall have received a written
certificate from the Chief Executive Officer and Chief Financial Officer
of the Company that all of the conditions to the consummation of the
Redemption shall have been satisfied or waived, except the condition to
the Redemption that the Acquisition shall have occurred, which certificate
shall be supported by a certificate from the Chief Executive Officer of
NBC, to the same effect. Accordingly, the Acquisition will be consummated
prior to the Redemption. The Redemption was negotiated and approved by
the Special Transaction Committee on behalf of the stockholders of the
Company (other than NBC and its affiliates). The Redemption will not be
consummated unless the Acquisition shall have occurred. Accordingly,
assuming satisfaction of all other conditions to the consummation of the
Acquisition, approval by stockholders of the Company of the Acquisition
Agreement shall result in consummation of the Redemption. A vote in
favor of the Acquisition Agreement may preclude a stockholder of the
Company from challenging the Acquisition, the Redemption and the other
transactions described in this Proxy Statement and from participating in,
and receiving damages, if any, as a result of any action which has been or
may be filed on behalf of any or all of the stockholders with respect to
such transactions. See below for a description of a class action and
derivative complaint relating to, among other things, the Acquisition
Agreement and certain other transactions described in this Proxy
Statement. The consideration for the redemption of the 3,153,847 shares
will be the cancellation of $18,092,313 of indebtedness owed by NBC to the
Company, consisting of (x) the outstanding principal of $17,500,000 under

the Subordinated Debenture owed to the Company by NBC and (y) a credit of
the next succeeding principal payments in the amount of $592,313 of Other
Indebtedness with an outstanding principal amount of $1,371,430 owed to
the Company by NBC. On November 16, 1993, the Board of Directors of the
Company approved the Redemption. The Board of Directors of NBC has not yet
approved the terms of the Redemption. See "PROPOSAL TO APPROVE ACQUISITION
AGREEMENT WITH CHURCH & TOWER, INC. AND CHURCH & TOWER OF FLORIDA, INC. -
Interest of Certain Persons in Matters to be Acted Upon."

Albert H. Kahn v. Nick A. Caporella, et al., Civil Action No. 11890
was filed in December 1990 by a stockholder of the Company in the Court of
Chancery of the State of Delaware in and for New Castle County against the
Company, the members of the Board of Directors, and against NBC, as a pur-
ported class action and derivative lawsuit. In May 1993, plaintiff filed
a motion to amend its class action and stockholder derivative complaint
(the "Amended Complaint"). The class action claims allege, among other
things, that the Board of Directors, and NBC as its largest stockholder,
breached their respective fiduciary duties in approving (i) the
distribution to the Company's stockholders of all of the common stock of
NBC owned by it (the "Distribution") and (ii) the exchange by NBC of
3,846,153 shares of Common Stock for certain indebtedness of NBC held by
the Company (the "Exchange") (the Distribution and the Exchange are
hereinafter referred to as the "1991 Transaction"), in allegedly placing
the interests of NBC ahead of the interests of the other stockholders of
the Company. The derivative action claims allege, among other things,
that the Board of Directors has breached its fiduciary duties by approving
executive officer compensation arrangements, by financing NBC's operations
on a current basis, and by permitting the interests of the Company to be
subordinated to those of NBC. In the lawsuit, plaintiff seeks to rescind
the 1991 Transaction and to recover damages in an unspecified amount.

The Amended Complaint alleges that the Special Transaction Committee
that approved the 1991 Transaction was not independent and that, there-
fore, the 1991 Transaction was not protected by the business judgment rule
or in accordance with a settlement agreement (the "1990 Settlement")
entered into in 1990 pertaining to certain prior litigation. The Amended
Complaint also makes other allegations which involve (i) further

violations of the 1990 Settlement by the Company's engaging in certain
transactions not approved by the Special Transaction Committee; (ii) the
sale of a subsidiary of the Company to a former officer of the Company;
(iii) the timing of the 1991 Transaction and (iv) the treatment of
executive stock options in the 1991 Transaction.

In November 1993, plaintiff filed a class action and derivative
complaint, Civil Action No. 13248 (the "1993 Complaint") against the
Company, the members of the Board of Directors, CT, CTF, Jorge Mas Canosa,
Jorge Mas and Juan Carlos Mas (CT, CTF, Jorge Mas Canosa, Jorge Mas and
Juan Carlos Mas are referred to as the "CT Defendants"). In December
1993, plaintiff amended the 1993 Complaint ("1993 Amended Complaint").
The 1993 Amended Complaint alleges, among other things, that (i) the Board
of Directors and NBC, as the Company's largest stockholder, breached their
respective fiduciary duties by approving the Acquisition Agreement and the
Redemption which, according to the allegations of the 1993 Complaint,
benefits Mr. Caporella at the expense of the Company's stockholders, (ii)
the CT Defendants had knowledge of the fiduciary duties owed by NBC and
the Board of Directors and knowingly and substantially participated in
their breach thereof; (iii) the Special Transaction Committee of the Board
of Directors which approved the Acquisition Agreement and the Redemption
was not independent and, as such, was not in accordance with the 1990
Settlement; (iv) the Board of Directors breached its fiduciary duties by
failing to take an active and direct role in the sale of the Company and
failing to ensure the maximization of stockholder value in the sale of
control of the Company; and (v) the Board of Directors and NBC, as the
Company's largest stockholder, breached their respective fiduciary duties
by failing to disclose completely all material information regarding the
Acquisition Agreement and the Redemption. The 1993 Complaint also claims
derivatively that each member of the Board of Directors engaged in
mismanagement, waste and breach of their fiduciary duties in managing the
Company's affairs. The 1993 Amended Complaint seeks, among other things,
to enjoin the Acquisition and Redemption or in the alternative, rescission
and damages in an unspecified amount.

100

The Company believes that the allegations in the complaint, the
Amended Complaint, the 1993 Complaint and the 1993 Amended Complaint are
without merit, and intends to vigorously defend these actions.

CERTAIN CT AND CTF TRANSACTIONS

CT currently leases equipment storage facilities from Jorge L. Mas
Canosa and his spouse, Irma Mas. The term of the lease expires on October
31, 1998, and the annual rent under the lease is $48,000.

The Company's Certificate requires the affirmative vote or consent of
the holders of four-fifths of all classes of the Company's stock entitled
to vote in elections of directors of the Company (the "Voting Shares") in
connection with certain transactions with any person, corporation or other
entity ("Affiliated Entity") beneficially owning 10% or more of the
outstanding Voting Shares. The Certificate provides, however, that the
foregoing provision is not applicable to such transactions if the Board of
Directors has approved by resolution a memorandum of understanding (a
"Memorandum of Understanding") with such Affiliated Entity with respect to
such transactions prior to the time such Affiliated Entity became an
Affiliated Entity. In order to induce the stockholders of CT and CTF to
enter into the Acquisition Agreement and by eliminating the effects of
the foregoing provisions of the Certificate, the Company entered into a
Memorandum of Understanding with each of Neff Machinery, Neff Rental and
Atlantic prior to execution of the Acquisition Agreement. Each of Neff
Machinery, Neff Rental and Atlantic is a Florida corporation controlled by
the stockholders of CT and CTF and accordingly, following consummation of
the Acquisition and by virtue of the ownership of the Burnup Shares by the
CT Group, would be deemed affiliates of the Company. CT and CTF currently
rent and purchase construction equipment from Neff Machinery and Neff
Rental. The Company anticipates that, following the Acquisition, the
Company and its subsidiaries, including CT and CTF, will from time to time
purchase and lease equipment and parts, and obtain services from, these
companies upon such terms and conditions as the Board of Directors shall
approve, which terms and conditions will be no less favorable to the
stockholders of the Company than those that would be obtained in

101

transactions of a similar type with unaffiliated third parties. The
stockholders of CT and CTF have no present intentions of selling Neff
Machinery, Neff Rental or Atlantic to the Company following consummation
of the Acquisition. See "PROPOSAL TO APPROVE ACQUISITION AGREEMENT WITH
CHURCH & TOWER, INC. AND CHURCH & TOWER OF FLORIDA, INC. - Memorandum of
Understanding."

Carlos & Abbott, P.A. a law firm of which Eliot C. Abbott is a
stockholder, has provided legal services to CT and CTF and their
stockholders since 1983, and such representation will continue following
the Acquisition. For the fiscal year ended March 31, 1993, such legal
fees were approximately $52,000. It is anticipated that Carlos & Abbott,
P.A. will also provide legal services to the Company if the Acquisition is
consummated.

102

SELECTED FINANCIAL DATA

The following information sets forth selected consolidated historical
data of the Company, the selected combined historical data of CT and CTF
and the pro forma consolidated selected financial data giving effect to
the Acquisition and the Redemption. This information should be read in
conjunction with the unaudited pro forma condensed consolidated financial
statements and the separate historical consolidated financial statements
of the Company incorporated by reference herein and combined financial
statements of CT and CTF and the notes thereto appearing elsewhere herein.
The financial information relating to the CT Group contained in this Proxy
Statement was provided to the Company by the CT Group in connection with
the Acquisition for the preparation of this Proxy Statement and the
Company has relied upon such financial information in the preparation of
this Proxy Statement.

103

The Company
Selected Historical Financial Data

(Dollars in Thousands Except Per Share Amounts)

Six Months
Ended Oct. 31, Fiscal Years Ended April 30

1993 1992 1993 1992 1991 1990 1989

Statement of Operations
Data:

Revenues $ 72,004 $ 73,834 $140,987 $153,521 $175,236 $192,712 $178,380

Costs and Expenses 74,023 73,439 151,917 157,114 174,155 192,007 174,695

Interest Expense 2,043 2,402 4,583 4,847 6,161 8,362 6,616

Interest and Other Income(1)(5,256) (2,781) (2,255) (6,833) (2,388) (10,411) (15,503)

Income (Loss) Before Income
Taxes and Equity in Net 1,194 774 (13,258) (1,607) (2,692) 2,754 12,572
Income of NBC

Provisions (Credit) for 284 286 (3,950) (560) (1,082) 2,120 4,858
Income Taxes

Income (Loss) Before
Equity in Net Income of NBC 910 488 (9,308) (1,047) (1,610) 634 7,714

Equity in Net Income of NBC 0 0 0 0 828 151 1,525

104

Net Income (Loss) $910 $488 $(9,308) $(1,047) $ (782) $ 785 $ 9,239

Average Shares 8,815 8,768 8,768 8,768 9,460 9,662 10,304
Outstanding (000)

Earnings (Loss) Per Share $ 0.10 $ 0.06 $(1.06) $ (.12) $ (.08) $ .08 $ .90

Balance Sheet Data
(at end of period):

Capital Expenditures $1,133 $ 4,338 $ 4,493 $ 4,395 $ 7,449 $ 9,533

Working Capital 14,220 16,199 21,798 21,103 50,907 48,934

Property - Net 17,904 18,036 19,211 23,933 28,544 30,202

Total Assets 103,393 108,917 118,460 122,673 158,922 150,697
Non-Current Debt 32,085 36,756 40,030 37,087 43,784 50,079

Deferred Income Taxes- 4,390 3,612 3,218 4,272 4,424 4,766
Non-Current
Stockholders' Equity 34,574 33,664 41,788 42,835 60,135 58,955

Number of Employees 2,225 2,255 2,250 2,565 3,151 3,174

Book Value Per Share $3.94 $3.84 $4.77 $4.89 $4.77 $4.69

See the Notes to Consolidated Financial Statements for information
relating to accounting policies and other disclosures.

105

(1) Includes gains on real estate transactions of $2.4 million for
the six months ended October 31, 1993 and $5.6 million for the fiscal year
ended April 30, 1989. Also includes gains (losses) related to
subsidiaries sold of $1.1 million and ($7.4) million for the fiscal years
ended April 30, 1992 and 1991 respectively.

106

CT Group

Selected Historical Financial Data

(Dollars In Thousands, Except Earnings Per Common Share)

Nine Months Ended
September 30 Years Ended December 31

1993 1992 1992 1991 1990 1989 1988

Statement of Income Data:

Contract Revenue $37,034 $17,325 $34,136 $31,588 $18,640 $15,670 $14,807
Costs and Expenses 28,358 12,856 25,474 26,124 14,196 12,896 12,180

Income from Operations 8,676 4,469 8,662 5,464 4,444 2,774 2,627

Other Income (Expense) - (1,240) (154) (340) 462 350 319 766
Net

Income before Minority 7,436 4,315 8,322 5,926 4,794 3,093 3,393
Interest

Minority Interest (4) (43) (42) (625) (37) 0 0

Net Income $7,432 $4,272 $8,280 $5,301 $4,757 $3,093 $3,393
Common Shares Outstanding 1,100 1,100 1,100 1,100 1,100 1,100 1,100

Earnings per Common $6,756 $3,884 $7,527 $4,819 $4,325 $2,812 $3,085
Share (1)

107

Balance Sheet Data
(at end of period):

Working Capital $15,354 $13,752 $ 7,154 $5,209 $4,254 $3,762

Property - Net 4,867 3,656 2,406 2,100 2,039 1,752
Total Assets 27,499 24,432 11,733 8,849 7,613 6,849

Non-Current Debt 1,076 1,840 371 333 323 276

Stockholders' Equity 19,203 15,690 9,436 7,296 6,127 5,292
Book Value Per Share $17,457 $14,264 $ 8,578 $6,633 $5,570 $4,811

See the Notes to the Combined Financial Statements of the Church &
Tower Group.

(1) Reflects the exchange of shares pursuant to a business combination
effected June 1, 1992.

108

The Company and CT Group

Pro Forma Consolidated Selected Financial Data

The following pro forma consolidated statement of operations
information reflects the effects of the Acquisition and the Redemption as
if they had occurred on January 1, 1992. The amounts are provided for
comparative purposes only and do not purport to be indicative of results
which may be obtained in the future. The following pro forma consolidated
balance sheet information which is presented reflects amounts as if the
Acquisition and the Redemption occurred on September 30, 1993. See
"Unaudited Pro Forma Condensed Consolidated Financial Statements" and the
notes thereto for a description of assumptions and adjustments.

(Dollars in thousands except per share data)

Nine Months Twelve Months
Ended 9/30/93 Ended 12/31/92

Revenues $143,415 $178,126
Earnings (Loss) from Continuing
Operations (3,427) 525
Earnings (Loss) per Share
from Continuing Operations ($.22) $.03

9/30/93

Working Capital $ 22,483
Total Assets 137,984
Non-Current Debt 35,160
Stockholders' Equity 43,231
Book Value per Share $ 2.73

109

COMPARATIVE PER SHARE DATA

The following table sets forth certain historical per share data for the
Company and the CT Group and combined unaudited pro forma per share data
giving effect to the Transaction. This data should be read in conjunction
with the Selected Financial Data, Unaudited Pro forma Condensed
Consolidated Financial Statements, and the historical Financial Statements
of the Company and the CT Group and the notes thereto included elsewhere
herein. The amounts are provided for comparative purposes only and do not
purport to be indicative of results which may be obtained in the future.

110

CT Group The Company

Year Nine Months Year Nine Months
Ended Ended Ended Ended
12/31/92 9/30/93 1/31/93 10/31/93

Earnings (Loss) per Share
from Continuing Operations
Historical (1) $4,592 $4,122 ($.34) ($0.77)
Pro Forma 0.03 (0.22)
Equivalent Pro Forma(2) 308 (2,013)

As of As of
9/30/93 10/31/93

Book Value per Share
Historical $17,457 $3.94
Pro Forma 2.73
Equivalent Pro Forma (2) 25,392

(1) Includes pro forma provision for income taxes for the CT Group
as if it were taxed as a C corporation.

(2) Equivalent pro forma per share amounts are calculated by
multiplying the pro forma amounts by the exchange ratio of 9,318
shares of Company Common Stock to be issued for each share of CT
Group common stock.

111

THE COMPANY AND THE CT GROUP
UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS

The following pro forma condensed consolidated statements of
operations of the Company and the CT Group for the year ended December 31,
1992 and the nine months ended September 30, 1993 are presented as if the
Acquisition and the Redemption had occurred on January 1, 1992. The pro
forma condensed consolidated balance sheet is presented as if the
Acquisition and Redemption had occurred on September 30, 1993.

It is anticipated that the Acquisition will be treated as a "reverse
acquisition" for financial reporting purposes, with the CT Group
considered to be the acquiring entity. As a result, the pro forma
adjustments include adjustments to reflect the estimated fair values of
certain assets of the Company and the capital structure of the CT Group
has been adjusted to reflect the outstanding capital structure of the
surviving legal entity. A final determination of required purchase
accounting adjustments and of the fair value of the assets and liabilities
of the Company has not been made as of the date of this Proxy Statement.
In addition, certain purchase accounting adjustments have been made
assuming a fair value of $5.74 per share for the Company's Common Stock.
Actual adjustments will be made based on the market price of the Common
Stock immediately prior to Closing. Accordingly, the purchase accounting
adjustments made in connection with the development of the pro forma
financial information are preliminary and have been made solely for
purposes of developing such pro forma financial information to comply with
disclosure requirements of the SEC. The Company will undertake a study to
determine the fair value of its assets and liabilities and will make
appropriate purchase accounting adjustments upon completion of that study.

The pro forma condensed consolidated financial statements are derived
from the historical financial statements of the Company and the CT Group
which are included elsewhere in this Proxy Statement. The pro forma
condensed consolidated balance sheet combines the Company's October 31,

112

1993 balance sheet with the CT Group's September 30, 1993 balance sheet.
The pro forma condensed consolidated statements of operations combine the
Company's historical statements of operations for the twelve months ended
January 31, 1993 and the nine months ended October 31, 1993 with the CT
Group's historical statements of operations for the fiscal year ended
December 31, 1992 and the nine months ended September 30, 1993,
respectively.

The financial information relating to the CT Group contained in this
Proxy Statement was provided to the Company by the CT Group in connection
with the Acquisition for the preparation of this Proxy Statement and the
Company has relied upon such financial information in the preparation of
this Proxy Statement.

The pro forma data is presented for informational purposes only and
may not be indicative of the future results of operations or financial
position of the Company or the CT Group, or what the results of operations
or financial position of the Company would have been if the Acquisition
and Redemption had occurred on the dates set forth.

These pro forma condensed consolidated financial statements should be
read in conjunction with the historical financial statements and notes
thereto of the Company and the CT Group included elsewhere herein. See
"Index to Financial Statements."

113

Burnup & Sims/CT Group
Pro Forma Financial Statements
Unaudited Condensed Consolidated Balance Sheet
(In thousands)

CT Burnup Pro Forma Combined
Group & Sims Adjust's Pro Forma
ASSETS

Current Assets
Cash $14,163 $ 6,853 ($4,580) (1) $ 16,436
Receivables 7,811 19,300 0 27,111
Other Current Assets 582 11,179 0 11,761

Total Current Assets 22,556 37,332 (4,580) 55,308

Investment in NBC 31,134 (18,918) (2) 12,216
Property - Net 4,867 17,904 21,499 (3) 44,270
Real Estate Investments 12,514 12,402 (3) 24,916
Goodwill 3,209 (3,209) (3) 0

Other Assets 76 1,300 (102) (3) 1,274

$27,499 $103,393 $ 7,092 $137,984

LIABILITIES AND EQUITY

Current Liabilities
Current Portion of Debt $597 $4,006 $1,000 (1) $ 5,603
Accounts Payable and Accrued 5,286 12,749 1,900 (4) 19,935
Expenses
Other Current Liabilities 1,320 6,357 (390) (5) 7,287

114

Total Current Liabilities 7,203 23,112 2,510 32,825

Other Liabilities 18 13,622 13,128 (6) 26,768

Long-Term Debt 1,075 32,085 2,000 (1) 35,160
Stockholders' Equity
Common Stock 6 1,602 (1,047) (7) 1,586
1,025 (8)
Capital Surplus 42 72,860 (73,429) (9) 41,645
30,933 (8)
11,239 (10)

Retained Earnings 19,169 34,252 (34,252) (11) 0
(7,930) (12)
(11,239) (10)
Treasury Stock (14) (74,140) 74,154 (13) 0

Total Stockholders' Equity 19,203 34,574 (10,546) 43,231

$27,499 $103,393 $ 7,092 $137,984

See Notes to Pro Forma Financial Statements.

115

Burnup & Sims/CT Group
Pro Forma Financial Statements
Unaudited Condensed Consolidated Statement of Operations
Twelve Months
(In thousands except per share data)

CT Burnup Pro Forma Combined
Group & Sims Adjust's Pro Forma
Revenues $34,136 $143,990 $ 0 $178,126
Costs and Expenses
Cost of Sales 22,163 126,233 0 148,396
General and 2,937 17,075 0 20,012
Administrative
Depreciation and 371 6,600 (207) (14) 6,764
Amortization
Interest Expense 35 4,718 240 (15) 4,993
Other - Net 350 (5,906) 2,681 (16) (2,875)
Total Costs and 25,856 148,720 2,714 177,290
Expenses
Income (Loss) Before 8,280 (4,730) (2,714) 836
Income Taxes

Provision (Credit) for 3,229 (17) (1,738) (1,180) (18) 311
Income Taxes
Earnings (Loss)
from Continuing $ 5,051 ($2,992) ($1,534) $ 525
Operations

Earnings (Loss) per
Share from $4,592 ($0.34) $ 0.03
Continuing Operations

Average Shares 1 8,768 7,095 (19) 15,864
Outstanding (000's)

See Notes to Pro Forma Financial Statements.

116

Burnup & Sims/CT Group
Pro Forma Financial Statements
Unaudited Condensed Consolidated Statement of Operations
Nine Months
(In thousands except per share data)

CT Burnup Pro Forma Combined
Group & Sims Adjust's Pro Forma

Revenues $37,034 $106,381 $ 0 $143,415
Costs and Expenses
Cost of Sales 23,730 97,991 0 121,721
General and Administrative 4,075 14,695 0 18,770
Depreciation and 553 4,013 (53) (14) 4,513
Amortization
Interest Expense 115 3,108 180 (15) 3,403
Other - Net 1,129 (4,045) 2,011 (16) (905)

Total Costs and Expenses 29,602 115,762 2,138 147,502

Income (Loss) Before Income 7,432 (9,381) (2,138) (4,087)
Taxes

Provision (Credit) for 2,898 (17) (2,673) (885) (18) (660)
Income Taxes
Earnings (Loss)
from Continuing Operations $4,534 ($6,708) $ (1,253) ($3,427)

Earnings (Loss) per Share
from Continuing Operations $4,122 ($0.77) ($ 0.22)

Average Shares Outstanding 1 8,768 7,095 (19) 15,864
(000's)

See Notes to Pro Forma Financial Statements.

117

Burnup & Sims/CT Group
Notes to Pro Forma Financial Statements

Balance Sheet:

(1) CT Group dividend to be paid prior to Closing, including notes
payable of $3 million, payable in semi-annual installments of
$500,000.

(2) Exchange of Subordinated Debenture in the face amount of
$17,500,000 (book value of $17,291,000) and $592,000 reduction
of Other Indebtedness for 3,153,847 shares of Common Stock
($17,883,000), net of the allocation of the excess of estimated
fair value over the purchase price ($1,035,000). (See (3)
below).

(3) Adjust Company's net assets to estimated fair value, net of the
excess of fair value over the purchase price as follows (in
thousands):

Company's equity at October 31, 1993 $34,574
Bonus service pool and other costs,
net of tax (685)
Adjustment of net assets to fair value
Property, net $24,838
Real estate investments 14,513
Goodwill (3,209)
Deferred taxes related to property and
real estate adjustments (15,347)
Net asset step up in basis 20,795
Redemption of 3,153,847 shares of Common
Stock (17,958)

Estimated fair value of Company's net assets 36,726

Purchase Price
Value of Common Stock

118

(See (8) below) $32,208
Estimated CT Group transaction
costs 500

Total purchase price 32,708

Excess of estimated fair value over
purchase price $ 4,018

Allocation of excess of estimated fair value over
purchase price:
Investment in NBC $ 1,035
Property, net 3,339
Real estate investments 2,111
Other assets 102
Deferred taxes related to above
adjustments (2,569)

Total $ 4,018

(4) Estimated transaction costs of $900,000 including CT Group costs
of $500,000 included in the purchase price, and establishment of
Company's bonus service pool of $1,000,000.

(5) Current tax benefit of deductible transaction costs incurred by
the Company.

(6) Deferred taxes relating to step up in basis ($12,778,000) and
estimated deferred tax liability of CT Group upon termination of
Subchapter S status ($350,000).

(7) Eliminate par values of CT Group common stock ($6,000) the
Company's retired treasury stock ($726,000) and the shares
redeemed from NBC ($315,000).

119

(8) Record issuance of 10,250,000 shares of Common Stock, based on
the value of 5,614,492 shares of Common Stock to be outstanding
after the Redemption, assuming a market price of $5.74 per share
at Closing as follows (in thousands):

Value of equity of the Company
(5,614,492 x $5.74) $32,208
Par value of shares issued
(10,250,000 x $.10) (1,025)
Estimated transaction costs related to
Common Stock issued (250)

Credit to capital surplus $30,933

(9) Adjust capital surplus for retirement of Company's treasury
stock ($73,414,000), retirement of shares redeemed from NBC
($17,643,000, including estimated transaction costs of $75,000)
and elimination of the resulting negative capital surplus
($18,197,000); elimination of CT Group treasury stock ($14,000);
and adjustment to reflect par value of Common Stock outstanding
subsequent to Closing ($555,000).

(10) Reclassify undistributed earnings of CT Group upon termination
of Subchapter S status at date of Closing.

(11) Record Company's bonus service pool, net of tax ($610,000) and
estimated transaction costs ($325,000), and eliminate resulting
retained earnings ($33,317,000).

(12) Record CT Group dividend to be paid prior to Closing
($7,580,000) and estimated deferred tax liability of CT Group
upon termination of Subchapter S status ($350,000).

(13) Record retirement of Company's and CT Group's treasury stock.

Statement of Operations:

120

(14) Elimination of Company's historical goodwill amortization, net
of adjustment for additional depreciation assuming an average
life of 20 years for depreciable tangible assets (primarily
buildings).

(15) Increase in interest expense for notes payable issued in
connection with CT Group dividend.

(16) Decrease in interest income for reduction of Subordinated
Debenture and Other Indebtedness, and decrease in cash.

(17) Pro forma CT Group tax provision, assuming 39% overall rate.

(18) Tax benefit of pro forma adjustments.

(19) Shares of Common Stock issued (10,250,000) net of shares
redeemed from NBC (3,153,847) and CT Group shares eliminated
(1,100).

121

CT AND CTF'S MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Management's discussion and analysis of financial condition and
results of operations should be read in conjunction with the selected
financial data and financial statements and notes to financial statements
included elsewhere herein.

Results of Operations

Nine months ended September 30, 1993 compared to September 30, 1992.

Results of operations for the nine months ended September 30, 1993,
reflect the continued growth of the companies' revenue base. Revenues for
the nine months ended September 30, 1993, were $37,034,193 compared to
$17,324,936 for the nine months ended September 30, 1992. This increase
resulted primarily from an increase in the companies' customer base and in
the volume of work from Southern Bell arising in connection with the
rebuilding necessitated by Hurricane Andrew, the expansion of outside
plant systems approved under Southern Bell's increased Master Budget Plan
and the growth in private sector telecommunication projects. The revenues
generated by the Southern Bell work constitutes substantially all of the
increase in total combined revenues of CT and CTF. Accordingly, the loss
of all or a significant portion of work from Southern Bell could have a
material adverse impact on the Company's results of operations.

Cost of revenues increased from $11,822,810 in the prior year's
period to $24,213,091 for the nine months ended September 30, 1993, and
was 34% as a percentage of revenues as of September 30, 1993, and 31% as a
percentage of revenues as of September 30, 1992. Consequently, the
increase in gross profit from $5,502,126 in the prior year's period to
$12,821,102 for the nine months ended September 30, 1993 was due primarily
to an increase in revenues without a commensurate increase in fixed costs.

General and administrative expenses for the period increased by
$3,112,193 from $1,033,105 in the prior year's period to $4,145,298 due

122

primarily to increases in certain personnel costs related to the companies
performance.

Depreciation (included in Cost of Contract Revenue) increased by
$276,628 from $276,867 in the prior year's period to $553,495 primarily as
a result of the acquisition of construction equipment and vehicles
required to support the volume increase.

Net income for the period in the amount of $7,431,869 includes a loss
of approximately $1,392,852 from the OCT Joint Venture (described below).

Fiscal Year Ended December 31, 1992, Compared to Fiscal Year Ended
December 31, 1991.

Revenues for the fiscal year ended December 31, 1992 were $34,135,788
compared to $31,588,228 for the preceding fiscal year. The increase
resulted primarily from an increase in the volume of business from
existing customers. Cost of revenues decreased from $23,328,758 for the
prior fiscal year to $22,460,792, primarily as a result of overall
improvements in operational efficiency.

Gross profit increased from $8,259,470 in the prior fiscal year to
$11,674,996 and, as a percentage of revenues increased from 26% to 34%
primarily due to the successful completion of certain construction and
telecommunications projects.

General and administrative expenses increased from $2,795,528 in the
prior fiscal year to $3,012,651 primarily as a result of an increase in
the variable costs associated with increased revenues, but remained
constant as a percentage of revenues (9%).

Other income in fiscal year 1992 increased from $283,238 in the prior
fiscal year to $382,800 due primarily to a gain on sale of assets of
approximately $85,000 and interest income of approximately $200,000.

In fiscal year 1992, as a result of non-payment of certain change
orders disputed by Dade County in the aggregate amount of approximately
$9,500,000 with respect to the Metro-Mover and landfill project, the OCT

123

Joint Venture incurred a loss. CT's portion of such loss was $372,972
representing its twenty percent (20%) interest in the OCT Joint Venture.
The OCT Joint Venture is contesting Dade County's position with respect to
the change orders. In October 1993, the claims relating to the landfill
project were settled. The claims relating to the Metro-Mover project
currently remain unresolved.

Net income for the period increased from $5,300,689 to $8,279,555
primarily as a result of improved gross profit.

Also in fiscal year 1992, CTF negotiated a settlement of certain
outstanding litigation. In accordance with the terms of the settlement
CTF paid $350,000, which amount is reflected as an expense.

Fiscal Year Ended December 31, 1991, Compared to Fiscal Year Ended
December 31, 1990.

Revenues for the year ended December 31, 1991 were $31,588,228
compared to $18,639,593 for the fiscal year ended December 31, 1990. The
increase reflects revenues recognized in consolidation by the 9001 Joint
Venture in connection with construction of the detention facility. Cost
of revenues increased from $11,820,932 in the prior fiscal year to
$23,328,758 and, as a percentage of revenues, increased from 63% to 74%
primarily as a result of the increased variable costs associated with the
detention facility project.

Gross profit for the period increased from $6,818,661 in the prior
fiscal year to $8,259,470. The increase is the result primarily of the
increase in revenues recognized by the 9001 Joint Venture.

General and administrative expenses for the period increased from
$2,375,315 in the prior fiscal year to $2,795,528 primarily as a result of
increased variable costs associated with higher revenues.

In fiscal year 1991, other income decreased from $349,915 in the
prior fiscal year to $283,238 due primarily to a decrease in interest
income.

124

Net income for the period in the amount of $5,300,689 includes income
of $179,051 from the OCT Joint Venture and a loss of $625,542 incurred in
connection with the 9001 Joint Venture.

Liquidity and Capital Resources

Liquidity and capital resources increased in the nine months ended
September 30, 1993 relative to the fiscal year ended December 31, 1992.

Total assets increased from $24,431,977 at December 31, 1992 to
$27,499,394 at September 30, 1993 or 20%. This growth in total assets
resulted primarily from an increase in cash and cash equivalents from
$10,190,412 at December 31, 1992 to $14,163,536 at September 30, 1993.
The increase in cash and cash equivalents is attributable primarily to the
retention of earnings generated from operations.

Prior to the Closing of the Acquisition, the CT Group shall declare
and pay dividends in the aggregate amount of $11,500,000. Such dividends
will be paid as follows: (i) $8,500,000 shall be paid in cash to the
stockholders of CT and CTF (of which approximately $3,920,000 had been
paid as of September 30, 1993), and (ii) $3,000,000 will be paid by
issuance of a promissory note by the CT Group. The note will be payable
in semi-annual equal principal payments of $500,000 bearing interest at
the prime rate plus two percent but in no event less than 8% per annum.
See Note 8 to the Unaudited Financial Statements for the CT Group.

Working capital increased from $13,751,962 at December 31, 1992 to
$15,353,567 at September 30, 1993. This increase resulted primarily from
an increase in current assets. The current ratio of assets to liabilities
approximated 3 to 1 for both periods presented.

CT and CTF each are privately-held companies and, consequently, there
is no public market for their capital stock.

The companies' principal sources of liquidity were internally
generated cash, and, to a lesser extent, trade financing.

125

In April 1993, CTF obtained an unsecured line of credit for its
general working capital needs which currently provides for borrowings of
up to $2,000,000. Interest on borrowings under the line of credit is at
the prime interest rate. No borrowings are currently outstanding under
the line. Following consummation of the Acquisition, the Company intends
to explore various financing alternatives available to it. Management of
the CT Group has held preliminary discussions with various lenders and
other third party financing sources with respect to the working capital
needs of the Company following consummation of Acquisition. There can be
no assurances that following consummation of the Acquisition that the
Company will be able to obtain a line of credit on terms acceptable to it.

CTF believes that there are no known material trend variances with
respect to its capital resources. Management expects to meet its future
working capital needs as it has in the past, primarily through cash flow
from operations.

To the extent that additional sources of capital are required,
funding is anticipated to be available via bank lines of credit or term
financing.

126

OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS

The Board of Directors has set the close of business on January 31,
1994 as the record date (the "Record Date") for determining stockholders
of the Company entitled to notice of and to vote at the Meeting. As of
the Record Date, there were 8,768,339 shares of Common Stock issued and
outstanding, all of which are entitled to be voted at the Meeting. Each
share of Common Stock is entitled to one vote on each matter submitted to
stockholders for approval at the Meeting. Stockholders do not have the
right to cumulate their votes for directors.

The attendance, in person or by proxy, of the holders of a majority
of the outstanding shares of Common Stock entitled to vote at the Meeting
is necessary to constitute a quorum. The Class II director will be
elected by a plurality of the votes cast by the shares of Common Stock
represented in person or by proxy at the Meeting. The affirmative votes
of the holders of a majority of the shares of Common Stock represented in
person or by proxy at the Meeting will be required for approval of the
Acquisition Agreement and the affirmative votes of the holders of a
majority of the outstanding Common Stock will be required for approval of
each of the amendments to the Certificate. The affirmative votes of the
holders of a majority of the shares of Common Stock represented in person
or by proxy at the Meeting will be required for approval of the Company's
1994 Stock Option Plan for Non-Employee Directors and the Company's 1994
Stock Incentive Plan. The proposed amendments to the Certificate and the
adoption of the 1994 Stock Option Plan for Non-Employee Directors and the
1994 Stock Incentive Plan are contingent upon the consummation of the
Acquisition and, as such, will not be effected unless the terms of the
Acquisition Agreement are approved at the Meeting. Any other matter that
may be submitted to a vote of the stockholders will be approved if a
majority of the shares of Common Stock represented in person or by proxy
at the Meeting vote in favor of the matter. The Board of Directors does
not know of any matter, except those enumerated in this Proxy Statement,
that will be submitted to a vote of the stockholders at the Meeting. If
less than a majority of outstanding shares entitled to vote are
represented at the Meeting, a majority of the shares so represented may
adjourn the Meeting to another date, time or place, and notice need not be

127

given of the new date, time or place if the new date, time or place is
announced at the meeting before the adjournment is taken.

The Company's directors and named executive officers are the record
owners of 296,877 shares, representing approximately 3.3% of the
outstanding Common Stock and have indicated that they intend to vote their
shares in favor of the reelection of Samuel C. Hathorn, Jr. to the Board
of Directors, the approval of the terms of the Acquisition Agreement, the
approval of each of the proposed amendments to the Certificate, the 1994
Stock Option Plan for Non-Employee Directors and the 1994 Incentive Stock
Plan. See "VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF."

Prior to the Meeting, the Company will select one or more inspectors
of election for the meeting. Such inspector(s) shall determine the number
of shares of Common Stock represented at the Meeting, the existence of a
quorum and the validity and effect of proxies, and shall receive, count
and tabulate ballots and votes to determine the results thereof.
Abstentions will be considered as shares present and entitled to vote at
the Meeting and will be counted as votes cast at the Meeting, but will not
be counted as votes cast for or against any given matter.

A broker or nominee holding shares registered in its name, or in the
name of its nominee, which are beneficially owned by another person and
for which it has not received instructions as to voting from the
beneficial owner, may have discretion to vote the beneficial owner's
shares with respect to all matters addressed at the Meeting. Any such
shares which are not represented at the Meeting either in person or by
proxy will not be considered as shares present at the Meeting, and will
not be considered to have cast votes on any matters addressed at the
Meeting.

128

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The following tables set forth, as of the Record Date, information
with respect to the beneficial ownership of the Common Stock by (i) each
person known by the Company to be the beneficial owner of more than five
percent of the outstanding Common Stock, (ii) the Company's Chief
Executive Officer and each of the Company's other four most highly
compensated executive officers whose total annual salary and bonus for
Fiscal 1993 was $100,000 or more, (iii) each director of the Company, and
(iv) all directors and executive officers of the Company as a group. The
Company is not aware of any beneficial owner of more than five percent of
the outstanding Common Stock other than as set forth in the following
table.

Security Ownership of Certain Beneficial Owners

Percentage of Percentage of
Amount and Nature Class Prior to Class After
Name of Title of Beneficial Acquisition Acquisition
Beneficial Owner of Class Ownership(1) and Redemption and Redemption

Nick A. Caporella Common 3,540,565(2) 40.4% 2.4%
One North University Drive
Fort Lauderdale, FL 33324

National Beverage Corp. Common 3,153,847 36.0% -0-
One North University Drive
Fort Lauderdale, FL 33324

Estate of Riley V. Sims(3) Common 673,743 7.7% 4.2%
2000 Presidential Way
West Palm Beach, FL 33401

129

Security Ownership of Management

Percentage of
Percentage of Class Class After
Name and Address Title Amount and Nature of Prior to Acquisition Acquisition
of Beneficial Owner of Class Beneficial Ownership(1) and Redemption and Redemption

Samuel C. Hathorn, Jr. Common 5,200(4) * *

Cecil D. Conlee Common 2,000 * *

Leo J. Hussey(5) Common 2,049 * *

William A. Morse Common * *

George R. Bracken(5) Common 605 * *

Gerald W. Hartman(5) Common -0- -0- -0-

All executive officers
and directors as a group
(nine persons) Common 3,450,824 39.4% 1.9%

________________________________

* Less than 1%.
(1) Unless otherwise indicated, each person has sole voting and
investment power with respect to such shares.

(2) Includes (i) 3,153,847 shares owned by NBC (Mr. Caporella is the
general partner of IBS Partners, Ltd., an entity which beneficially

130

owns 74.7% of the outstanding capital stock of NBC), (ii) options to
purchase 100,000 shares (which were issued in cancellation of options
to purchase 200,000 shares previously held by Mr. Caporella) at an
exercise price at the time of grant equal to $2.00 per share (which
exercise price decreases to the extent of a corresponding increase in
the market price of the Common Stock in excess of $2.00 as reported
on NASDAQ) and (iii) 12,500 shares held by the wife of Mr. Caporella,
as to which Mr. Caporella disclaims beneficial ownership.

(3) Mr. Sims passed away on the 13th day of January 1993.

(4) Includes 200 shares held by the children of Mr. Hathorn, as to which
Mr. Hathorn disclaims beneficial ownership.

(5) In July 1993, Messrs. Hussey, Bracken and Hartman were issued options
to purchase 40,000, 4,500 and 25,000 shares of Common Stock,
respectively under the Company's then existing stock option plan and
all options previously held by them were canceled. See "EXECUTIVE
COMPENSATION - Aggregate Fiscal Year-End Stock Option Value Table."
The exercise price of such options at the time of grant was $2.00 per
share (which exercise price decreases to the extent of a
corresponding increase in the market price of the Common Stock in
excess of $2.00 as reported on NASDAQ) and the options are scheduled
to vest at various times. The Acquisition Agreement provides that
all of these options will become immediately exercisable if such
employee's employment with the Company is terminated under certain
circumstances during the twelve month period after October 15, 1993.
The foregoing table does not reflect ownership of these options. See
"PROPOSAL TO APPROVE ACQUISITION AGREEMENT WITH CHURCH & TOWER, INC.
AND CHURCH & TOWER OF FLORIDA, INC. - Certain Effects of the
Acquisition -- Outstanding Stock Options."

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than

131

ten percent of the outstanding Common Stock, to file with the SEC initial
reports of ownership and reports of changes in ownership of Common Stock.
Such persons are required by SEC regulation to furnish the Company with
copies of all such reports they file.

To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no
other reports were required, all Section 16(a) filing requirements
applicable to its officers, directors and greater than ten percent
beneficial owners have been complied with.

132

INDEX TO FINANCIAL STATEMENTS

CHURCH & TOWER GROUP

PAGE

Independent Auditors' Reports F-2

Combined Financial Statements:

Combined Balance Sheets as of December 31, 1992 and 1991 F-4

Combined Statements of Income and Retained Earnings
for the Years Ended December 31, 1992, 1991 and 1990 F-5

Combined Statements of Cash Flows
for the Years Ended December 31, 1992, 1991 and 1990 F-6

Notes to Combined Financial Statements F-7

Combined Balance Sheets as of September 30, 1993 (Unaudited) F-13

Combined Statements of Income and Retained Earnings
for the Nine Months Ended September 30, 1993 and
1992 (Unaudited) F-14

Combined Statements of Cash Flows for the Nine
Months Ended September 30, 1993 and 1992 (Unaudited) F-15

Notes to Combined Financial Statements
September 30, 1993 (Unaudited) F-16

F-1

INDEPENDENT AUDITORS' REPORT

To the Stockholders
Church & Tower Group
Miami, Florida

We have audited the combined balance sheets of Church & Tower Group
(the "Group"), as of December 31, 1992 and 1991, and the related combined
statements of income and retained earnings, and of cash flows for each of
the three years ended December 31, 1992. These financial statements are
the responsibility of the Group's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We did not audit the financial statements of 9001 Joint Venture, a
partnership that is majority-owned by a company in the Group, which
statements reflect total assets of $3,064,573 and $2,737,787 as of
December 31, 1992 and 1991, respectively, and total revenues of $8,240,290
and $14,495,378 for the two years ended December 31, 1992. Those
statements were audited by other auditors whose report has been furnished
to us, and our opinion, insofar as it relates to the amounts included for
9001 Joint Venture, is based solely on the report of the other auditors.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits and the reports of other
auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the reports of other
auditors, the combined financial statements referred to above present

F-2

fairly, in all material respects, the financial position of Church & Tower
Group as of December 31, 1992 and 1991, and the results of their
operations and their cash flows for each of the three years ended December
31, 1992 in conformity with generally accepted accounting principles.

VICIANA & SHAFER

CERTIFIED PUBLIC ACCOUNTANTS

Coral Gables, Florida
June 15, 1993 (except for Note 7, as to
which the date is January 10, 1994)

F-3

INDEPENDENT AUDITORS' REPORT

To the partners
9001 Joint Venture

We have audited the balance sheets of 9001 Joint Venture as of
December 31, 1992 and 1991 and the related statements of earnings,
partners' capital, and cash flows for the years then ended. These
financial statements are the responsibility of the company's management.
Our responsibility is to express an opinion on these financial statements
based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatements. An audit includes examining, on a test
basis, evidence supporting the amount and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of 9001 Joint
Venture as of December 31, 1992 and 1991 and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

E.F. ALVAREZ & COMPANY

March 15, 1993
Miami, Florida

F-4

Required Historical Financials for CT and CTF

CHURCH & TOWER GROUP

COMBINED BALANCE SHEETS

December 31,

1992 1991
Assets

Current Assets
Cash and cash equivalents $10,190,412 $ 5,610,961
Accounts receivable 6,091,821 1,538,800
Contract receivable from Metro-Dade County 2,542,833 1,784,188
Balance due from commercial bank on a
promissory note 989,271 -
Other receivables and current assets 821,643 86,272

Total Current Assets 20,635,980 9,020,221
Investment in joint ventures 5,000 262,727
Property and equipment, net 3,655,855 2,406,117
Other non-current assets 135,142 44,105

Total Assets $24,431,977 $11,733,170
Liabilities and Stockholders' Equity

F-5

Current Liabilities
Accounts payable and accrued expenses $ 4,097,885 $ 1,447,476
Billings in excess of costs and estimated earnings
on uncompleted contracts with Metro-Dade County 1,527,012 242,917
Current maturities of long-term notes payable 696,387 8,804
Other current liabilities 346,962 167,338
Deficit in joint venture's capital account 215,772 -

Total Current Liabilities 6,884,018 1,866,535
Minority interest in consolidated joint venture 17,751 59,496
Notes payable 1,839,770 33,379
Due to The Mas Group, Inc., a related entity - 337,743

Total Liabilities 8,741,539 2,297,153

Stockholders' Equity
Common stock 6,000 5,400
Additional paid-in capital 42,000 42,000
Treasury stock (14,169) (14,169)
Retained earnings 15,656,607 9,402,786
Total Stockholders' Equity 15,690,438 9,436,017

Total Liabilities and Stockholders' Equity $24,431,977 $11,733,170

The accompanying notes are an integral part of these financial
statements.

F-6

CHURCH & TOWER GROUP

COMBINED STATEMENTS OF INCOME AND RETAINED EARNINGS

Years Ended December 31,

1992 1991 1990

Contract Revenue $34,135,788 $31,588,228 $18,639,593

Cost of Contract Revenue 22,460,792 23,328,758 11,820,932

Gross Profit 11,674,996 8,259,470 6,818,661
General and Administrative expenses 3,012,651 2,795,528 2,375,315

Income from operations 8,662,345 5,463,942 4,443,346
Income (loss) from joint ventures (372,972) 179,051 -

Other income 382,800 283,238 349,915

Settlement of litigation (350,000) - -
Income before minority interest 8,322,173 5,926,231 4,793,261

Minority interest in net income of
consolidated joint venture (42,618) (625,542) (36,530)
Net income 8,279,555 5,300,689 4,756,731

Retained earnings at beginning of year 9,402,786 7,262,852 6,094,184

Less:
Distributions to stockholders 2,025,134 3,160,755 3,588,063
Additional stock issued upon merger of
CCI and CT 600 - -
Retained earnings at end of year $15,656,607 $ 9,402,786 $ 7,262,852

F-7

The accompanying notes are an integral part of these financial
statements.

F-8

CHURCH & TOWER GROUP

COMBINED STATEMENTS OF CASH FLOWS

Years Ended December 31,

1992 1991 1990
Cash flows from operating activities:
Net Income $ 8,279,555 $ 5,300,689 $ 4,756,731
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 371,488 359,236 281,098
(Increase) decrease in accounts receivable (4,553,021) 994,082 (961,462)
(Increase) in contract receivable from Metro-Dade (758,645) (1,423,863) (360,352)
County
(Increase) decrease in other assets (550,032) 111,775 14,996
Decrease in net value of equipment 2,772 27,774 -
Increase (decrease) in accounts payable and 2,618,009 667,310 (100,759)
accrued expenses
Increase (decrease) in other current liabilities 111,747 (167,472) 23,313

Minority Interest in net Income 42,618 625,542 36,530
Acquisition of minority partner interest (84,363) - -
Increase (decrease) in joint venture capital 621,077 (155,000) 155,000
account
Increase in billings in excess of costs and
estimated earnings on uncompleted contracts 1,284,095 56,109 186,808
The net of various minor amounts (23,194) - -

Net cash provided by operating activities 7,362,106 6,396,182 4,031,903

F-9

Cash flows from Investing activities:
Paid in capital - - 300
Cash inflow from principal received on mortgage - - 24,000
Return of investment in unconsolidated venture 48,000 - -
Investment in unconsolidated venture (190,578) - -
Investment in joint venture (5,000) - -
Investment in note receivable (50,000) - -
Deposit on equipment (168,000) - -
Purchase of equipment (1,574,636) (355,062) (342,773)

Net cash used in investing activities (1,940,214) (355,062) (318,473)

Cash flows from financing activities:
Loan to related entity - - (229,525)
Proceeds received from notes payable 1,700,000 - -

Payments received from related company 47,246 - -
Principal payments on notes payable (201,751) (14,728) (227,818)
Insurance proceeds for repairs of hurricane damages 50,000 - -
Repairs of hurricane damages (17,038) - -
Expenses paid for related company (61,154) - -
Distributions to stockholders (2,025,134) (3,160,755) (3,588,063)
Distributions to partners of consolidated joint - (602,549) -
venture
Payment to The Mas Group, Inc. (334,610) - -

Net cash used in financing activities (842,441) (3,778,032) (4,045,406)

Net increase (decrease) in cash and cash equivalents 4,579,451 2,263,088 (331,976)

Cash and cash equivalents at beginning of year 5,610,961 3,347,873 3,679,849

Cash and cash equivalents at end of year $10,190,412 $ 5,610,961 $ 3,347,873

Supplemental Disclosure of Cash Flow Information:
Cash paid for Interest $ 33,525 $ 4,496 $ -

F-10

The accompanying notes are an integral part of these financial
statements.

F-11

CHURCH & TOWER GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS
Years Ended December 31, 1992 and 1991

NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES:

Church & Tower Group (the "Group") represents the combination of two
Florida Corporations (three at December 31, 1991), Church & Tower of
Florida, Inc. ("CT Florida") and Church & Tower, Inc. (CT), which are
owned by members of the Mas family.

CT Florida is engaged in the construction and maintenance of outside plant
for utility companies servicing the geographical areas of Dade County and
Broward County's southeast area.

CT Florida holds three Master Contracts with the telephone company
(Southern Bell), its principal client, which will expire at various times
through 1995, and provide for CT Florida to receive price increases based
on the annual increment in the Consumer Price Index. CT Florida also
provides services under individual contracts with the telephone company in
Dade and Broward Counties which are not covered by the aforementioned
contracts, and is subcontracted by Miami-Dade Water & Sewer to do paving
and sidewalk repairs. Total revenues and accounts receivable recognized
from Southern Bell and Miami-Dade Water & Sewer were approximately as
follows:

December 31 December 31 December 31
1992 1991 1990

Southern Bell:
Revenues for the year ended $22.3 million $15.7 million $15.7 million
Accounts receivable 5.7 million 1.4 million 2.1 million

F-12

CHURCH & TOWER GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS
Years Ended December 31, 1992 and 1991

Miami-Dade Water & Sewer:
Revenues for the year ended 1.9 million 1.1 million 1.8 million
Accounts receivable 108,000 19,000 209,000

CT was incorporated in August of 1990 under the laws of the State of
Florida to engage in construction contracts.

In July of 1990, CT, together with another construction contractor, formed
a partnership known as "9001 Joint Venture" for the purpose of
constructing a detention center for the Metro-Dade County government.
From its initial 60% interest in the partnership, CT increased its
participation to 89.8% for 1991 and to 99.7% for 1992. Total revenues
recognized with the Metro-Dade County government were approximately $9.6
million, $14.5 million and $0.5 million for the years ended December 31,
1992, 1991 and 1990, respectively.

CT is also in partnership, since September of 1990, with an international
construction contractor in a venture known as "OCT Joint Venture." In
this venture, CT has had a 20% interest in the two governmental projects
undertaken thus far: an extension to the Downtown Miami Metromover (98%
complete as of December 31, 1992), and a landfill in the southern section
of Dade County (39% complete as of the aforementioned date). The results
of operations of this venture are reported under the equity method of
accounting.

Effective June 1, 1992, CT merged its operations with those of
Communication Contractors, Inc. (CCI). CCI, which was wholly owned by a
member of the Mas family, provided construction subcontractor services
(manpower and equipment) to CT Florida during the year ended December 31,

F-13

CHURCH & TOWER GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS
Years Ended December 31, 1992 and 1991

1991 and for the period from January 1, 1992 through May 31, 1992. The
business combination between CT and CCI was accounted for under the
pooling-of-interests method. The 100 common shares owned by the sole
stockholder of CCI were exchanged for 700 common shares of the surviving
corporation (CT).

Principles of Combination

The combined financial statements include the accounts of CT Florida, CT
consolidated (which includes the accounts of CT and of its majority owned
subsidiary, "9001 Joint Venture", and wherein all significant intercompany
transactions and balances have been eliminated) and CCI (as applicable).
All significant intercompany transactions and balances have been
eliminated.

Revenue and Cost Recognition

CT Florida recognizes revenues and related costs whenever specific work
orders, as covered by the Master Contracts, are completed. Indirect costs
and administrative expenses are charged to operations as incurred.

Revenue from long-term construction contracts, as reported by CT's
consolidated venture ("9001 Joint Venture") is recognized under the
percentage-of-completion method. Under this method, the percentage of
contract revenue to be recognized currently is computed as that percentage
of estimated total revenue that incurred costs to date bear to estimated
total costs, after giving effect to estimates of costs to complete based
upon most recent information. General and administrative costs of the
venture are expensed as incurred.

F-14

CHURCH & TOWER GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS
Years Ended December 31, 1992 and 1991

Revenue Increase

As a result of Southern Bell's rehabilitation program in South Florida in
the aftermath of Hurricane Andrew, and CT Florida's ability to
successfully bid on many new projects, revenue in 1992 increased
approximately 32% over prior year's revenues.

Income Taxes

The companies in the Group (CT Florida, CT consolidated and CCI, until its
merger with CT) have elected to be taxed under the Subchapter S provisions
of the Internal Revenue Code, which provides that corporate earnings are
to be included in the Federal Income Tax Returns of the individual
stockholders. Accordingly, no provision for income taxes has been
recorded in the accompanying combined statements of income.

As further explained in Note 7, the stockholders of the Group have entered
into an agreement under which the Group will be acquired by Burnup & Sims
Inc., a publicly traded company. As a result of this acquisition, the
Group will be taxed as a C corporation.

In February 1992, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting
for Income Taxes," effective for years beginning after December 15, 1992.
The adoption of SFAS 109 by the Group is expected to result in a deferred
tax liability of approximately $350,000 due to the tax effect of temporary
differences between the carrying amounts of assets for financial reporting
purposes and the amounts used for income tax purposes.

Cash and Cash Equivalents

F-15

CHURCH & TOWER GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS
Years Ended December 31, 1992 and 1991

For the purpose of reporting cash flows, the Group has defined cash
equivalents as those highly liquid investments purchased with an original
maturity of three months or less.

NOTE 2 - RELATED PARTY TRANSACTIONS

The Group has rented and purchased construction equipment from other
entities related to it by common management and control. During the years
1992, 1991 and 1990, these related transactions amounted to $1,817,867,
$1,102,197 and $472,305, respectively.

NOTE 3 - BACKLOG

The backlog of uncompleted contracts in progress for the "9001 Joint
Venture" at December 31, 1992, 1991 and 1990 amounted to approximately $9
million, $18.5 million and $14.6 million, respectively.

F-16

CHURCH & TOWER GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS
Years Ended December 31, 1992 and 1991

NOTE 4 - NOTES PAYABLE
December 31,

1992 1991

CT is liable to a commercial bank on
a 7.7% interest rate note, requiring
monthly payments of principal of
$41,667 plus accrued interest,
beginning in February 1993 and
maturing in January 1997. The face
amount of the note is $2 million, of $2,000,000 -
which $989,271 was received
subsequent to December 31, 1992.
The note is collateralized with all
receivables and equipment of CT.

CT is also liable to a commercial
bank on a note with interest at 0.5%
over the prime rate (6.5% at
December 31, 1992). The note is
payable in monthly payments of
principal of $19,444 plus accrued 502,778 -
interest beginning in May 1992 and
maturing in April 1995. The note is
collateralized with all receivables
and equipment of CT.

F-17

CHURCH & TOWER GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS
Years Ended December 31, 1992 and 1991

CT Florida is indebted to a
financial institution on a 10%
interest rate note payable,
requiring monthly payments of $689,
including interest. The note is 33,379 42,183
collateralized with a mortgage on
the land, building and improvements
where the administrative offices are
located.

2,536,157 42,183

Less: current portion (696,387) (8,804)

$1,839,770 $ 33,379

Principal maturities for the
following years are as follows:

1993 $696,387
1994 738,548
1995 541,872
1996 506,365
1997 48,696
1998 4,289
$2,536,157

F-18

CHURCH & TOWER GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS
Years Ended December 31, 1992 and 1991

NOTE 5 - PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost, and consist of:

December 31,
1992 1991

Land, buildings and improvements $ 682,489 $ 714,956
Construction and excavation 1,702,430 1,604,870
equipment
Trucks, automobiles and radio 2,412,003 995,056
equipment
Tools and portable equipment 147,707 147,705
Office furniture and equipment 457,471 399,318
Leasehold improvements 60,847 60,847

5,462,947 3,922,752
Less accumulated depreciation (1,807,092) (1,516,635)
$3,655,855 $2,406,117

Depreciation estimates for property and equipment (excluding land) were
computed using the straight-line method, with useful lives of 10-31 years
for buildings and improvements, 5 years for leasehold improvements, 7
years for trucks and automobiles, and 10 years for all other assets.

NOTE 6 - CONTINGENCIES

F-19

CHURCH & TOWER GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS
Years Ended December 31, 1992 and 1991

In connection with certain construction contracts entered into by
affiliates through common ownership, the company has signed jointly and
severally, together with other affiliates, certain agreements of indemnity
(Agreements) in the aggregate amount of approximately $75,000,000, of
which approximately $54,000,000 have been performed. The Agreements are
to secure the affiliates' fulfillment of obligations and performance of
the related contracts.

Management believes that no losses will be sustained from these
Agreements.

NOTE 7 - SUBSEQUENT EVENTS

On August 17, 1993 and December 27, 1993, the Group declared dividends of
$3,900,000 and $7,600,000. Of the dividends declared, $8,500,000 has been
paid in cash and $3,000,000 remains payable in the form of two promissory
notes, payable in semi-annual principal payments commencing August 1, 1994
of $500,000, bearing interest at the prime rate plus 2%, but in any event
not less than 8%.

On October 15, 1993 (with amendments on November 23, 1993), the
stockholders of the Group entered into an agreement, under which the Group
will be acquired by Burnup & Sims Inc., a publicly traded company with
business activities similar to the Group. As a result of the acquisition,
the shareholders of the Group will obtain approximately 65% of the
combined entity. The acquisition is subject to approval of, among others,
the shareholders of Burnup & Sims Inc.

As a result of this acquisition, the Group will be taxed as a C
corporation. Undistributed earnings at December 31, 1992, after giving

F-20

effect to the above-mentioned dividends, amount to approximately
$3,800,000.

F-21

Required Historical Financials for CT and CTF

CHURCH & TOWER GROUP
COMBINED BALANCE SHEETS
as of September 30, 1993
(Unaudited)

ASSETS

CURRENT ASSETS

Cash and Cash Equivalents $14,163,536
Accounts Receivable 5,300,855
Contract Receivable from Metro-Dade County 2,510,009
Other Receivables and Current Assets 582,040
Total Current Assets 22,556,440

Property and Equipment, net 4,866,810
Other Non-Current Assets 76,144

Total Assets $27,499,394

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES

Accounts Payable and Accrued Expenses $ 5,285,956
Current Maturities of Long-Term Notes Payable 596,699
Other Current Liabilities 311,594
Deficit in Joint Venture's Capital Account 1,008,624

Total Current Liabilities 7,202,873
Minority Interest in Consolidated Joint Venture 18,399
Notes Payable 1,075,593

Total Liabilities 8,296,865

F-22

STOCKHOLDERS' EQUITY

Common Stock 6,000
Additional Paid-in Capital 42,000
Treasury Stock (14,169)
Retained Earnings 19,168,698

Total Stockholders' Equity 19,202,529
Total Liabilities and Stockholders' Equity $27,499,394

The accompanying notes are an integral part of these financial statements

F-23

CHURCH & TOWER GROUP
COMBINED STATEMENTS OF INCOME AND RETAINED EARNINGS
(Unaudited)

Nine Months Ended September 30,

1993 1992
Contract Revenue $37,034,193 $17,324,936

Cost of Contract Revenue 24,213,091 11,822,810

Gross Profit 12,821,102 5,502,126
General and Administrative Expenses 4,145,198 1,033,105

Income from Operations 8,675,804 4,469,021
Income (Loss) from Joint Venture (1,392,852) (304,920)

Other Income 153,331 150,965

Income Before Minority Interest 7,436,283 4,315,066
Minority Interest in Net Income of
Consolidated Joint Venture (4,414) (42,880)

Net Income 7,431,869 4,272,186
Retained Earnings at Beginning of 15,656,607 9,402,786
Period

Less: 3,919,778 1,055,213
Distributions to Stockholders

Retained EArnings at End of Period $19,168,698 $12,619,759

The accompanying notes are an integral part of these financial statements.

F-24

CHURCH & TOWER GROUP
COMBINED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended September 30

1993 1992

Cash Flows from Operating Activities:
Net Income $7,431,869 $4,272,186
Adjustments to Reconcile Net Income to Net Cash
Provided (Used) in Operating Activities:
Depreciation 553,495 276,867
(Increase) Decrease in Accounts and Contracts Receivable 823,790 (1,650,163)
(Increase) Decrease in Other Receivables & Current Assets 239,603 (199,073)
(Increase) Decrease in Other Assets 58,998 38,719
Increase (Decrease) in Accounts Payable & Accrued Expenses 1,188,071 (4,829)
Increase (Decrease) in Billings in Excess of Costs (1,527,012) 678,770
Increase (Decrease) in Other Current Liabilities (35,368) (106,656)
Minority Interest in Net Income 648 42,882
Deficit in Unconsolidated Venture 1,392,852 0

Net Cash Provided by Operating Activities 10,126,946 3,348,703

Cash Flows from Investing Activities:
Investment in Joint Venture 5,000 209,712
Investment in Unconsolidated Venture (600,000) 0
Purchase of Equipment (1,764,450) 53,088

Net Cash Provided (Used) in Investing Activities (2,359,450) 262,800

F-25

Cash Flows from Financing Activities:
Debt Borrowings 989,271 257,238
Debt Repayments (863,865) 0
Distributions to Stockholders (3,919,778) (1,055,213)

Net Cash Provided (Used) in Financing Activities (3,794,372) (797,975)
Net Increase in Cash & Cash Equivalents 3,973,124 2,813,528
Cash & Equivalents - Beginning of period 10,190,412 5,610,961
Cash & Equivalents - End of period $14,163,536 $8,424,489

The accompanying notes are an integral part of these financial statements.

F-26

CHURCH & TOWER GROUP
NOTES TO COMBINED
FINANCIAL STATEMENTS
September 30, 1993 (Unaudited)

1. General

The accompanying combined financial statements for Church & Tower
Group (the "Group") have been prepared in accordance with generally
accepted accounting principles for interim financial information.
They do not include all information and notes required by generally
accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have
been included. The results of operations are not necessarily
indicative of results which might be expected for the entire fiscal
year. The condensed consolidated financial statements should be read
in conjunction with the combined financial statements and notes
thereto for the year ended December 31, 1992.

2. Principles of Combination

The combined financial statements include the accounts of Church &
Tower of Florida, Inc. ("CT Florida") and Church & Tower, Inc. ("CT
Consolidated") (which includes the accounts of CT and of its majority
owned subsidiary, "9001 Joint Venture," and wherein all significant
intercompany transactions and balances have been eliminated). All
significant intercompany transactions and balances have been
eliminated. The financial statements of 9001 Joint Venture, a
partnership that is majority-owned by a company in the Group reflect
total assets of $3,064,573 as of September 30, 1993, and total

F-27

revenues of $10,672,627 and $4,127,700 for the nine months ended
September 30, 1993 and 1992, respectively.

3. Income Taxes

The companies in the Group have elected to be taxed under the
Subchapter S provisions of the Internal Revenue Code, which provides
that corporate earnings are to be included in the Federal Income Tax
Returns of the individual stockholders. Accordingly, no provision
for income taxes has been recorded in the accompanying combined
statements of income.

4 Related Party Transactions

The Group has rented and purchased construction equipment from other
entities related to it by common management and control. During the
nine months ended September 30, 1993 and September 30, 1992 these
related transactions amounted to $1,352,399 and $1,375,292
respectively.

F-28

CHURCH & TOWER GROUP
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
September 30, 1993 (Unaudited)

(Continued...)

5. Notes Payable
September 30, 1993

Note Due to Bank 7.7% $1,672,292
Less: Current portion 596,699

Non-Current Notes Payable $1,075,593

6. Property and equipment

Property and equipment
are recorded at cost, and
consists of:

F-29

September 30, 1993

Land, buildings and improvements $ 682,489
Construction and excavation equipment 2,889,128
Truck, automobiles and radio equipment 2,816,437
Tools and portable equipment 297,046
Office furniture and equipment 481,450
Leasehold improvements 60,847
7,227,397

Less accumulated depreciation (2,360,587)
Property and equipment - Net $ 4,866,810

Depreciation expense amounted to $553,495 and $276,867 for the nine
months ended September 30, 1993 and 1992, respectively.

7. Contingencies

In connection with certain construction contracts entered into by
affiliates through common ownership, the company has signed jointly
and severally, together with other affiliates, certain agreements of
indemnity ("Agreements") in the aggregate amount of approximately
$75,000,000, of which approximately $13,000,000 remains incomplete.
The Agreements are to secure the affiliates' fulfillment of
obligations and performance of the related contracts.

Management believes that no losses will be sustained from these
Agreements.

CHURCH & TOWER GROUP
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
September 30, 1993 (Unaudited)

F-30

(Continued...)

8. Subsequent Events

On December 27, 1993, the Group declared dividends of $7,600,000. Of
the dividends declared, $4,600,000 has been paid in cash and
$3,000,000 remains payable in the form of a promissory note, payable
in semi-annual payments of $500,000, bearing interest a the prime
rate plus 2%, but in any event not less than 8%.

A pro forma balance sheet at September 30, 1993, after giving effect
to this dividend is as follows:

Current Assets $17,956,440
Total Assets 22,899,394
Current Liabilities 7,702,873
Total Liabilities 11,296,865
Stockholders' Equity 11,602,529

On October 15, 1993, the stockholders of the Group entered into an
agreement under which the Group will be acquired by Burnup & Sims
Inc., a publicly traded company with business activities similar to
the Group. As a result of this acquisition, the stockholders of the
Group will obtain approximately 65% of the combined entity. The
acquisition is subject to approval of, among other things, the
stockholders of Burnup & Sims.

As a result of this acquisition, the Group will be taxed as a C
corporation. Undistributed earnings at December 31, 1992, after
giving effect to the above mentioned dividends amount to
approximately $3,800,000.

F-31

STOCKHOLDER PROPOSALS FOR ANNUAL MEETING

Proposals of stockholders intended to be presented at the 1994 Annual
Meeting of Burnup Stockholders must be received by Burnup at its principal
executive offices within a reasonable time before the 1994 Annual Meeting
of Stockholders for inclusion in the proxy materials. Such proposals
should meet the applicable requirements of the Securities Exchange Act of
1934, as amended, and the Rules and Regulations thereunder.

INDEPENDENT AUDITORS

The firm of Deloitte & Touche currently serves as independent
auditors of the Company. Representatives of Deloitte & Touche are
expected to attend the Meeting. They will have an opportunity to make a
statement if they desire to do so and will be available to respond to
appropriate questions. No accountant has been selected or recommended for
the Company's 1994 fiscal year.

The consolidated financial statements of the Company as of April 30,
1993 and 1992 and for each of the three years in the period ended April
30, 1993 incorporated by reference in this Proxy Statement have been
audited by Deloitte & Touche, independent auditors.

The combined financial statements of the CT Group as of December 31,
1992 and 1991 and for each of the three years in the period ended
December 31, 1992 included in this Proxy Statement have been audited by
Viciana & Shafer, P.A., independent auditors.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, and, in accordance therewith, files
reports, proxy statements and other financial information with the SEC.

133

Such reports, proxy statements and other information may be inspected and
copies at the public reference facilities maintained by the SEC at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.
Such reports, proxy statements and other information should also be
available for inspection and copying at the regional offices of the SEC
located at 1375 Peachtree Street, N.E., Suite 788, Atlanta, Georgia 30367
and 7 World Trade Center, New York, New York 10048. Copies of such
material can also be obtained from the Public Reference Section of the SEC
at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.

134

INCORPORATION BY REFERENCE

The following documents are hereby incorporated by reference into and
made a part of this Proxy Statement:

1. The Company's Annual Report on Form 10-K for the year ended April
30, 1993, as amended.

2. The Company's Quarterly Report on Form 10-Q for the quarter ended
October 31, 1993, as amended.

By Order of the Board of Directors,

/s/ Nick A. Caporella
_____________________
Nick A. Caporella
Chairman of the Board of Directors
President and Chief Executive Officer

Fort Lauderdale, Florida
February 10, 1994

135

APPENDICES

Appendix A - Agreement dated as of October 15, 1993, among Burnup &
Sims Inc., and the stockholders of Church & Tower, Inc.
and Church & Tower of Florida, Inc. and First and Second
Amendment each dated as of November 23, 1993 and the form
of a Third Amendment . . . . . . . . . . . . . . . . . A-1

Appendix B - Opinion of PaineWebber Incorporated . . . . . . . . . B-1

Appendix C - Form of Agreement between
Burnup & Sims Inc. and National Beverage Corp. . . . . C-1

Appendix D - Proposed Amended and Restated Certificate
of Incorporation . . . . . . . . . . . . . . . . . . . D-1

Appendix E - 1994 Stock Option Plan
for Non-Employee Directors . . . . . . . . . . . . . . E-1

Appendix F - 1994 Stock Incentive Plan . . . . . . . . . . . . . . F-1

136

EXHIBIT INDEX

LOCATION OF
EXHIBIT IN
SEQUENTIAL
NUMBERING
EXHIBIT SYSTEM

Exhibit 2 Agreement dated as of October 15,
1993, among Burnup & Sims Inc., and
the stockholders of Church & Tower,
Inc. and Church & Tower of Florida,
Inc. and First and Second Amendment
each dated as of November 23, 1993
and the form of a Third Amendment. CE

Exhibit 99 Opinion of PaineWebber Incorporated CE

Exhibit 10(a) Form of Agreement between Burnup &
Sims Inc. and National Beverage
Corp. CE

Exhibit 3(a) Proposed Amended and Restated
Certificate of Incorporation CE

Exhibit 10(b) 1994 Stock Option Plan For Non-
Employee Directors CE

137


                                                   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:

                                      _______________________________
                                      Name:  Jorge L. Mas

                                      _______________________________
                                      Name:  Jorge Mas

                                      _______________________________
                                      Name:  Juan Carlos Mas

                                      _______________________________
                                      Name:  Jose Ramon Mas


   Attest:                            BURNUP & SIMS INC.


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
















                                       - 4 -


                                                APPENDIX D
                                                                  ALSO EXHIBIT A

                                AMENDED AND RESTATED

                            CERTIFICATE OF INCORPORATION

                                         OF

                                    MasTec, Inc.
                             (f/k/a Burnup & Sims Inc.)

                                    INTRODUCTION

             This Amended and Restated Certificate of Incorporation was proposed
   by the directors, and duly adopted by the stockholders, of [fill in new name]
   (the "Corporation") in accordance with Section 245 of the General Corporation
   Law of Delaware.  The Corporation was  originally incorporated under the name
   Burnup & Sims Inc. and its original Certificate of Incorporation was filed on
   July 26, 1968, with the Secretary of State of Delaware.


                                     ARTICLE I
                                Name of Corporation

             The name of the Corporation is MasTec, Inc.


                                     ARTICLE II

                        Registered Agent, Registered Office

             The  name of  the  registered  agent  of  the  Corporation  is  The
   Corporation Trust Company and the registered office of the Corporation in the
   State of Delaware is located at:

                  Corporation Trust Center
                  1209 Orange Street
                  Wilmington, Delaware  19801


                                    ARTICLE III
                             General Nature of Business

             The purpose  of the Corporation is  to engage in any  lawful act or
   activity  for  which   corporations  may  be  organized  under   the  General
   Corporation Law of Delaware.


                                     ARTICLE IV
                                   Capital Stock

             The total number of  shares of capital stock which  the Corporation
   shall have authority to  issue is Fifty-Five Million (55,000,000)  shares, of
   which Fifty  Million (50,000,000) shares of  a par value of  Ten Cents ($.10)
   per share, amounting in  the aggregate to Five Million  Dollars ($5,000,000),
   shall  be common stock ("Common Stock"), and Five Million (5,000,000) shares,
   of the par value of One Dollar ($1.00) per share, amounting  in the aggregate
   to Five Million  Dollars ($5,000,000), shall  be preferred stock  ("Preferred
   Stock").

                                    Common Stock

             1.   Each share  of Common Stock shall have one vote and, except as
   provided in  this Article IV or  by resolution or resolutions  adopted by the
   Board of Directors  providing for the issue of any  series of Preferred Stock
   or  as otherwise provided  by applicable law, the  exclusive voting power for
   all purposes shall be vested in the holders of the Common Stock.

            2.    Subject to applicable law and the preferences of the Preferred
   Stock, dividends  may be paid on  the Common Stock  at such time and  in such
   amounts as the Board of Directors may deem advisable.

             3.   The Board of Directors may retire any and all shares of Common
   Stock  that are  issued but are  not outstanding, including  shares of Common
   Stock  purchased or otherwise reacquired  by the Corporation,  and may reduce
   the capital  of the  Corporation in  connection with  the retirement  of such




                                        -2-

   shares in  the  manner provided  for  under the  General  Corporation Law  of
   Delaware.

             4.   In  the event of any liquidation, dissolution or winding up of
   the  Corporation, whether  voluntary  or involuntary,  each holder  of Common
   Stock shall  be entitled, after payment or provision for payment of the debts
   and other liabilities of the Corporation and the amounts to which the holders
   of  the Preferred  Stock shall  be entitled,  to share  in the  remaining net
   assets of  the Corporation on a pro-rata basis  based on the number of shares
   of Common Stock held by such holder  and the total number of shares of Common
   Stock then outstanding.

                                  Preferred Stock

             5.   Authority  is  hereby  expressly   granted  to  the  Board  of
   Directors to authorize the  issuance from time to time of one  or more series
   of  Preferred  Stock  and, with  respect  to  each  such  series, to  fix  by
   resolution  or  resolutions  of the  Board  of  Directors  providing for  the
   issuance of such series:

                  (a)  The  number  of shares  of  Preferred  Stock which  shall
             comprise such series and the distinctive designation thereof;

                  (b)  The  dividend rate or rates (which may be contingent upon
             the happening of certain  events) on the shares of such series, the
             date or dates, if  any, from which dividends shall  accumulate, and
             the dates on which dividends, if declared, shall be payable;

                  (c)  Whether  or not  the  shares  of  such  series  shall  be
             redeemable, the  limitations and restrictions with  respect to such
             redemptions,  the  manner of  selecting shares  of such  series for
             redemption if less  than all  shares are  to be  redeemed, and  the
             amount,  if any, in addition to any accrued dividends thereon which
             the holders of  shares of such series shall  be entitled to receive
             upon the  redemption thereof,  which amount  may vary  at different
             redemption  dates  and  may  be different  with  respect  to shares
             redeemed through the  operation of any  retirement or sinking  fund
             and with respect to shares otherwise redeemed;



                                        -3-

                  (d)  The  amount which  the holders of  shares of  such series
             shall be entitled to  receive upon the liquidation, dissolution  or
             winding up of the  Corporation, which amount may vary  at different
             dates  and   may  vary  depending  on   whether  such  liquidation,
             dissolution or winding up is voluntary or involuntary;

                  (e)  Whether or not the shares of such series shall be subject
             to the operation of a purchase, retirement or sinking fund, and, if
             so,  whether such retirement or sinking fund shall be cumulative or
             non-cumulative, the extent  to and  the manner in  which such  fund
             shall be  applied to the  purchase or redemption  of the  shares of
             such series for retirement  or to other corporate purposes  and the
             terms and provisions relative to the operation thereof;

                  (f)  Whether or  not  the  shares  of  such  series  shall  be
             convertible into or exchangeable  for shares of stock of  any other
             class or classes, or of any other  series of the same class, and if
             so  convertible or exchangeable, the price or prices or the rate or
             rates  of conversion  or  exchange  and  the  method,  if  any,  of
             adjusting the same;

                  (g)  The voting powers, if any, of such series; and

                  (h)  Any   other   designation,   power,  preference,   right,
             qualification, limitation  and restriction thereof as  the Board of
             Directors  may determine  to  be  in  the  best  interests  of  the
             Corporation.

                                      General

             6.   Subject to the  provisions of law,  the Corporation may  issue
   shares of its  Common Stock or Preferred  Stock, from time to time,  for such
   consideration (not less than the par value or stated value thereof) as may be
   fixed by the  Board of Directors,  which is expressly  authorized to fix  the
   same  in its  absolute  and uncontrolled  discretion,  subject as  aforesaid.
   Shares so issued, for which  the consideration has been paid or  delivered to
   the Corporation, shall be deemed fully-paid stock, and shall not be liable to




                                        -4-

   any further call or assessments thereon, and the holders of such shares shall
   not be liable for any further payments in respect of such shares.

             7.   No holder of  shares of stock of the Corporation  of any class
   now or hereafter authorized shall be entitled as such, as a  matter of right,
   to subscribe for or purchase any part of any new or additional issue of stock
   of  any class whatsoever, or of securities convertible into or evidencing the
   right to purchase stock of any class whatsoever, whether the stock be of  the
   same  class as  may be  held by  such stockholder,  whether now  or hereafter
   authorized, or whether issued for cash or otherwise.


                                     ARTICLE V
                               Management of Business

             The following  provisions are  inserted for  the management of  the
   business  and for  the conduct  of the  affairs of  the Corporation,  and for
   further  definition,  limitation  and  regulation   of  the  powers  of   the
   Corporation and of its directors and stockholders:

             1.   The  number of directors of  the Corporation shall  be such as
   from time to time  shall be fixed by, or  in the manner provided in,  the By-
   Laws.

             2.   Election of directors need not be by ballot unless the By-Laws
   so provide.

             3.   The Board of  Directors shall  have power to  adopt, amend  or
   repeal the By-Laws of the Corporation.


                                     ARTICLE VI
                        Approval of Mergers, Consolidations
                      and Certain Other Corporate Transactions

             1.   Except  as  hereinafter set  forth,  the  affirmative vote  or
   consent  of the  holders of  80% of  all shares of  stock of  the Corporation
   entitled to vote at an election  of directors, considered for the purposes of



                                        -5-

   this Article VI  as one class, shall be required (i)  for the adoption of any
   agreement for the merger or consolidation of the Corporation with or into any
   other corporation,  or (ii)  to authorize  any sale or  lease of  all or  any
   substantial part of  the property and  assets of the  Corporation to, or  any
   sale or  lease to the Corporation  or any subsidiary thereof  in exchange for
   securities of the Corporation of any property and assets (except property and
   assets having an aggregate fair market value of less than $1,000,000) of, any
   other corporation,  person or  other entity,  if, in either  case, as  of the
   record  date for the determination of stockholders entitled to notice thereof
   and to vote  thereon or  consent thereto  such other  corporation, person  or
   entity is the  beneficial owner, directly or indirectly, of  more than 10% of
   the outstanding  shares  of stock  of  the Corporation  entitled  to vote  in
   elections of directors considered for the purposes of this Article  VI as one
   class.  Such affirmative vote or consent shall be  in addition to the vote or
   consent of  the holders of the stock of the Corporation otherwise required by
   law  or any  agreement between  the Corporation  and any  national securities
   exchange.

             2.   For the  purposes of  this  Article VI,  (i) any  corporation,
   person or other  entity shall  be deemed to  be the beneficial  owner of  any
   shares of stock  of the  Corporation (x) which  it has  the right to  acquire
   pursuant  to any  agreement or  arrangement, or  upon exercise  of conversion
   rights,  warrants  or options,  or otherwise  or  (y) which  are beneficially
   owned,  directly  or  indirectly   (including  shares  deemed  owned  through
   application of clause (x)  above), by any other corporation, person or entity
   with which  it or its "affiliate"  or "associate" (as defined  below) has any
   agreement,  arrangement  or  understanding  for  the  purpose  of  acquiring,
   holding, voting or  disposing of stock  of the Corporation,  or which is  its
   "affiliate" or  "associate" as those terms  are defined in Rule  12b-2 of the
   General Rules and Regulations under the Securities Exchange Act of 1934 as in
   effect on June 1, 1970, and (ii) the outstanding shares of any class of stock
   of the Corporation shall  include shares deemed owned through  application of
   clauses (x) and (y) above but shall not include any other shares which may be
   issuable  pursuant to any agreement,  or upon exercise  of conversion rights,
   warrants or options, or otherwise.

             3.   The  Board of  Directors  shall have  the  power and  duty  to
   determine for  the purposes of this  Article VI, on the  basis of information



                                        -6-

   known to the Corporation, whether (i) such other corporation, person or other
   entity beneficially owns more than 10%  of the outstanding shares of stock of
   the Corporation  entitled  to  vote  at  an election  of  directors,  (ii)  a
   corporation, person, or entity  is an "affiliate" or "associate"  (as defined
   above) of  another,  (iii) the  property  and assets  being acquired  by  the
   Corporation, or any subsidiary  thereof, have an aggregate fair  market value
   of  less than $1,000,000 and (iv) the memorandum of understanding referred to
   below  is substantially consistent with the transaction covered thereby.  Any
   such determination shall  be conclusive and binding for the  purposes of this
   Article VI.

             4.   The provisions of this  Article VI shall not be  applicable to
   (i) any merger  or consolidation of  the Corporation with  or into any  other
   corporation,  or any  sale or  lease of  all or  any substantial part  of the
   property and  assets  of the  Corporation to,  or any  sale or  lease to  the
   Corporation  or  any subsidiary  thereof in  exchange  for securities  of the
   Corporation of  any property and assets  of, any corporation if  the Board of
   Directors of the Corporation  shall by resolution have approved  a memorandum
   of   understanding  with   such  other  corporation   with  respect   to  and
   substantially  consistent with such transaction  prior to the  time that such
   other  corporation  shall have  become  a  holder of  more  than  10% of  the
   outstanding shares of stock of the Corporation entitled to  vote in elections
   of directors or (ii) any merger  or consolidation of the Corporation with, or
   any sale or lease to the Corporation  or any subsidiary thereof of any of the
   property and assets of any corporation of which a majority of the outstanding
   shares of all classes of stock entitled to vote in the elections of directors
   is owned of record  or beneficially by the Corporation and/or any one or more
   of its subsidiaries.  


                                    ARTICLE VII
                               Liability of Directors

             No director of the Corporation shall have personal liability to the
   Corporation  or its stockholders for monetary damages for breach of fiduciary
   duty as  a director except  (i) for  any breach  of such  director's duty  of
   loyalty to  the Corporation or its  stockholders, (ii) for acts  or omissions
   not in  good  faith or  which  involve intentional  misconduct or  a  knowing



                                        -7-

   violation  of law, (iii) under Section 174  of the General Corporation Law of
   Delaware or  (iv) for  any transaction  from which such  director derives  an
   improper personal benefit.


                                    ARTICLE VIII
                                     Indemnity

             The Corporation shall indemnify,  to the full extent that  it shall
   have power under applicable law to do  so and in the manner permitted by such
   law, any  person made or  threatened to  be made a  party to  any threatened,
   pending or  completed action,  suit or  proceeding, whether  civil, criminal,
   administrative or investigative,  by reason of the fact  that he is or  was a
   director or officer of  the Corporation.  The  Corporation may indemnify,  to
   the full extent it  shall have power under applicable  law to do so and  in a
   manner  permitted by such  law, any  person made or  threatened to  be made a
   party to any  threatened, pending  or completed action,  suit or  proceeding,
   whether  civil, criminal, administrative  or investigative, by  reason of the
   fact that he is or was an employee or agent of the Corporation, or is or  was
   serving at the request of the Corporation as a director, officer, employee or
   agent of, or participant in, another corporation, partnership, joint venture,
   trust or other enterprise.  The indemnification provided by this Article VIII
   shall not be deemed exclusive of any other rights to which any person seeking
   indemnification  may  be  entitled  under  any  by-law,  agreement,  vote  of
   stockholders  or disinterested directors or  otherwise, both as  to action in
   his official capacity and as to action in another capacity while holding such
   office, and shall continue as to a person who has ceased to be such director,
   officer, employee, agent or participant and shall inure to the benefit of the
   heirs, executors and administrators of such a person.












                                        -8-


                                     ARTICLE IX
                                     Insurance

             The Corporation  may purchase and  maintain insurance on  behalf of
   any  person who  is or  was a  director, officer,  employee  or agent  of the
   Corporation, or is  or was  serving at the  request of the  Corporation as  a
   director,  officer,  employee  or  agent   of,  or  participant  in,  another
   corporation, partnership,  joint venture, trust and  other enterprise against
   any liability asserted against him and incurred by him in  any such capacity,
   or arising  out of his status  as such, whether or not  the Corporation would
   have the power  to indemnify him against such  liability under the provisions
   of Article VIII or otherwise.


                                     ARTICLE X
                                     Amendment

             1.   The Corporation reserves the right to amend, alter, change  or
   repeal  any provision contained in  this Certificate of  Incorporation in the
   manner now or  hereafter prescribed  by law,  and all  rights conferred  upon
   stockholders herein are subject to this reservation.

             2.   Notwithstanding  any other  provision of  this Certificate  of
   Incorporation or the By-laws of the Corporation (and in addition to any other
   vote  that may  be  required by  statute,  stock exchange  regulations,  this
   Certificate of Incorporation or the By-laws of the  Corporation), the vote of
   the holders of 80% of all shares of stock of the Corporation entitled to vote
   at an election of directors (considered  for this purpose as one class) shall
   be required to amend, alter, change, or repeal Section 1 of Article II of the
   By-laws of the Corporation, or Article VI or this Paragraph 2 of Article X of
   this Amended and Restated Certificate of Incorporation. 

             IN  WITNESS WHEREOF, I have hereunto set  my hand and seal the ____
   day of ____________, 1993.






                                        -9-

                                 _____________________________
                                 _____________________________
                                 President

                                 _____________________________
                                 _____________________________
                                 Secretary


































                                        -10-

                                                                       EXHIBIT B
                             INDEMNIFICATION AGREEMENT

        THIS INDEMNIFICATION AGREEMENT, dated  as of _________ __ 1993,  is made
   by Burnup  & Sims Inc., a Delaware corporation ("Burnup"), for the benefit of
   the  undersigned current and former  directors and officers  of Burnup and/or
   its subsidiaries  (individually an  "Indemnified Party" and  collectively the
   "Indemnified  Parties").  Except  as defined  herein, capitalized  terms used
   herein and defined in that certain Agreement (the "Agreement") made as of the
   ___  day of October, 1993 by and among  Burnup, Jorge L. Mas, Jorge Mas, Juan
   Carlos Mas and Jose Ramon Mas, are used herein as so defined.

        For  good and  valuable  consideration, the  receipt and  sufficiency of
   which are hereby acknowledged,  the parties hereto hereby covenant  and agree
   as follows:

        1.   Indemnification.   a.  For six years after the Closing Date, Burnup
   shall,  to the fullest extent  permitted under applicable  law, indemnify and
   hold  harmless each  Indemnified party  against any  and all  costs, expenses
   (including reasonable  attorneys'  fees), judgments,  fines, losses,  claims,
   damages, obligations,  disbursements, penalties  and liabilities  imposed on,
   asserted against or incurred by such Indemnified Party in connection with the
   actions disclosed  in Section 3.10 of  the Burnup Disclosure  Schedule or any
   other action, suit,  proceeding or investigation (whether existing or arising
   before  or after  the  Closing Date  or  civil, criminal,  administrative  or
   investigative) concerning such Indemnified  Party by reason of the  fact that
   he is  or was a  director or officer  of Burnup or is  or was serving  at the
   request of Burnup as a director or officer of a Burnup subsidiary.

             b.   An Indemnified  Party shall  provide prompt written  notice to
   Burnup of any matter which may give rise to a claim for indemnification under
   this Indemnification Agreement and of such person's intention to make a claim
   for indemnification hereunder; provided,  however, that no delay on  the part
   of the  Indemnified Party in notifying  Burnup shall relieve  Burnup from any
   obligation hereunder unless  and solely  to the extent  Burnup is  prejudiced
   thereby.  In the  event of any  such claim by  an Indemnified Party  (whether
   arising before or after the Closing Date), Burnup  shall advance the expenses
   of such  Indemnified Party, including the payment of the fees and expenses of
   counsel selected by Burnup, which counsel shall be reasonably satisfactory to
   such  Indemnified Party,  promptly  after statements  therefor are  received;
   provided, however,  that Burnup shall  not be  required to pay  the fees  and

   expenses of  more than one counsel  (and one local counsel)  to represent all
   Indemnified Parties  as a  group unless  Burnup has approved  in writing  the
   retention of such  other counsel,  which approval shall  not be  unreasonably
   withheld  in instances where the interests of Indemnified Parties conflict in
   any material respect; and  provided further that the Indemnified  Party shall
   reimburse  Burnup  for all  fees and  expenses advanced  by  Burnup if  it is
   finally judicially determined that  the Indemnified Party is not  entitled to
   indemnification hereunder.  The parties shall cooperate in the defense of any
   matter giving rise to a claim for indemnification hereunder.

             c.   The parties shall cooperate with each other in connection with
   any  claim  for indemnification  hereunder and  Burnup  shall provide  to the
   Indemnified Parties  and their respective representatives  access to records,
   information  and personnel of Burnup and its subsidiaries which are pertinent
   to the defense of any such claim.

             d.   Burnup shall not be liable for any settlement effected without
   its  written consent (which consent  shall not be  unreasonably withheld) and
   Burnup shall not settle any action  in rich any Indemnified Party is a  party
   without  the  prior written  consent of  such  Indemnified Party,  unless the
   proposed  settlement involves  only the  payment of  money damages,  does not
   impose an injunction or  other equitable relief upon such  Indemnified Party,
   does not admit to any wrongdoing by the Indemnified Party  and results in the
   unconditional release of the Indemnified Party with respect to all claims for
   which indemnification is sought.

             e.   Burnup shall, upon notice of a claim  for indemnification from
   an Indemnified Party, make  financial arrangements reasonably satisfactory to
   such Indemnified Party, such as the posting of a bond or a letter  of credit,
   to secure payment of the obligations under this Indemnification Agreement.

             f.   In the event that any claim entitling the Indemnified Party to
   indemnification  hereunder is asserted  or made within  such six-year period,
   all  rights  to  indemnification with  respect  to the  claim  to  which such
   proceeding or investigation relates shall  continue until disposition of such
   proceeding or investigation.

        2.   Directors'  and  Officers'  Insurance.   For  six  years  after the
   Closing  Date,  Burnup  shall  maintain officers'  and  directors'  liability
   insurance  covering  the  Indemnified Parties  with  respect  to actions  and

                                       - 2 -

   omissions occurring prior to the Closing Date, on terms which are at least as
   favorable as the  terms of insurance as in effect on the date hereof.  Burnup
   shall  be responsible for the cost of  such insurance for Indemnified Parties
   in an amount not to exceed the  current cost thereof plus fifty percent (50%)
   and the  Indemnified Parties  shall be  responsible for any  excess.   If the
   Indemnified Parties shall  fail to pay  such excess amount to  Burnup, Burnup
   shall be required to maintain such insurance only  in an amount not to exceed
   the current cost thereof plus fifty percent (50%).

        3.   Survival.  This Indemnification Agreement shall survive the Closing
   of the transactions  contemplated in  the Agreement, is  intended to  benefit
   each of  the Indemnified Parties (each  of whom shall be  entitled to enforce
   the provisions of this Indemnification Agreement against Burnup or any Burnup
   subsidiary) and shall be binding on all successors and assigns of Burnup.

        4.   Consolidation, Merger, Transfer of Assets.  If Burnup or any of its
   successors or  assigns consolidates with or merges  into any other Person and
   is not  the surviving corporation  or entity, Burnup  shall require that  the
   surviving corporation  or entity assumes Burnup's obligations  hereunder.  If
   Burnup transfers all or substantially all of its properties and assets to any
   other  Person, Burnup shall either  (i) make proper  provisions in connection
   with such transfer so that such Person assumes Burnup's obligations hereunder
   or (ii)  reserve from the proceeds  of such transfer an  amount sufficient to
   meet its obligations hereunder.

        5.   Governing Law.   This  Indemnification Agreement shall  be governed
   by, and construed in accordance with, the laws of the State of Delaware.

        6.   Amendment.   This  Agreement  may  not  be  amended  except  by  an
   instrument in writing signed by the party to be charged or, if an Indemnified
   Party so elects, by Nick A. Caporella  on behalf of such party.  Burnup shall
   be  entitled  to  assume, and  shall  be  protected  in  assuming, that  such
   Indemnified party has authorized Nick A. Caporella to sign any such amendment
   on his behalf.

        7.   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
   same instrument.   Each counterpart may consist of a number of copies hereof,


                                       - 3 -

   each  signed by  less than  all, but  together signed  by all of  the parties
   hereto.

        8.   Entire Agreement;  Assignment.    This  Agreement  constitutes  the
   entire agreement among the parties hereto 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.

        9.   Attorneys'  Fees.  In the  event of litigation  between the parties
   with respect to any matter arising under this Agreement, the prevailing party
   shall be entitled to recover from the other party all of its reasonable costs
   and  expenses,   including  reasonable  attorneys'  fees   incurred  in  such
   litigation (including appellate litigation).

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

                                 BURNUP & SIMS, INC.

                                 By:_______________________
                                      President

                                 __________________________
                                 ______________________


                                 __________________________
                                 ______________________


                                 __________________________
                                 ______________________


                                 __________________________
                                 ______________________


                                 __________________________
                                 ______________________

                                       - 4 -






                                                                       EXHIBIT C












                    Exhibit C is attached hereto as Appendix C.


                                                                       EXHIBIT D

        1.   Each of CT  and CTF (i)  is a duly  organized and validly  existing
   corporation in good standing under the laws of the State of Florida and  (ii)
   has the corporate  power to own its  property and assets  and to conduct  its
   business as it is now being conducted.

        2.   Each  Seller has duly executed and delivered the Agreement, and the
   Agreement  constitutes the legal, valid and binding obligation of each Seller
   enforceable against each Seller  in accordance with its  terms except as  the
   enforceability thereof  may be limited by  applicable bankruptcy, insolvency,
   reorganization or  other similar  laws affecting creditors'  rights generally
   and  by  general equitable  principles (regardless  of  whether the  issue of
   enforceability is considered in a proceeding in equity or at law).

        3.   Neither the execution, delivery  and performance by each Seller  of
   the Agreement, nor  compliance by each Seller  with the terms and  provisions
   thereof, (i) will contravene any provision of any Federal or State of Florida
   law, statute, rule or regulation, or  any order, writ injunction or decree of
   which we are aware of  any Federal or State of Florida court  or Governmental
   Entity to which it is subject, or  (ii) will conflict or be inconsistent with
   or  result in  any  breach of  any  of the  terms,  covenants, conditions  or
   provisions of,  or constitute a default  under, or result in  the creation or
   imposition of (or the obligation  to create or impose)  any Lien upon any  of
   such  Seller's property  or assets  pursuant to the  terms of  any agreement,
   contract or instrument of which we are  aware to which such Seller is subject
   or by which such Seller or any of his property or assets is bound, other than
   the contracts and  agreements set  forth in  Section 2.15  of the  Disclosure
   Schedule.

        4.   There are  no actions, suits or  proceedings of which  we are aware
   pending or  overtly threatened, other than as describe in Section 2.10 of the
   Disclosure Schedule,  against any Seller in  any Federal or State  of Florida
   court  which involve, or could  affect the consummation  of, the transactions
   contemplated by the Agreement.

        5.   No order, consent, approval.  license, authorization or  validation
   of, or  filing, recording or  registration with  (other than such  as may  be

   required  under  the  HSR  Act,  the  Securities  Act  and  Applicable  State
   securities laws), or  exemption by,  any Governmental Entity  is required  to
   authorize, or is required in connection with, (i) the execution, delivery and
   performance  by  Sellers of  the Agreement  or  (ii) the  legality, validity,
   binding effect or enforceability of the Agreement.

        6.   The Shares have  been duly  authorized and validly  issued and  are
   fully paid and non-assessable.

             The  opinions expressed herein are  limited to the  Federal laws of
   the United States and the laws of the State of Florida.

                                                                  EXHIBIT E

               1.  Burnup  (i) is  a duly  organized and  validly  existing
          corporation  in  good standing  under the  laws  of the  State of
          Delaware and (ii) has the corporate power to own its property and
          assets and to conduct its business as now being conducted.

               2.   Burnup  has the  corporate  power to  issue the  Burnup
          Shares  and to execute, deliver and perform the Agreement and the
          NBC Agreement  and has taken  all necessary  corporate action  to
          authorize  the issuance of  the Burnup Shares  and the execution,
          delivery and performance by  Burnup of the Agreement and  the NBC
          Agreement.  Burnup has duly  executed and delivered the Agreement
          and  the NBC Agreement, and  the Agreement and  the NBC Agreement
          each  constitute  Burnup's legal,  valid  and  binding obligation
          enforceable against  Burnup in  accordance with their  respective
          terms  except as  the enforceability  thereof may  be limited  by
          applicable  bankruptcy,  insolvency,   reorganization  or   other
          similar laws affecting creditors' rights generally and by general
          equitable  principles   (regardless  of  whether  the   issue  of
          enforceability  is considered  in a  proceeding in  equity  or at
          law).

               3.   Neither the issuance and  delivery of the Burnup Shares
          nor the  execution, delivery  and performance  by  Burnup of  the
          Agreement  and the NBC Agreement,  nor compliance by  it with the
          respective terms and provisions  thereof, (i) will contravene any
          provision of any Federal  or State of Florida law,  statute, rule
          or  regulation, or any order, writ, injunction or decree of which
          we  are  aware of  any  Federal  or  State of  Florida  court  or
          Governmental Entity to which it is subject, (ii) will conflict or
          be inconsistent with or result in any breach of any of the terms,
          covenants, conditions  or provisions of, or  constitute a default
          under,  or  result  in the  creation  or  imposition  of (or  the
          obligation to create or impose) any Lien upon any of its property
          or  assets pursuant to the  terms of any  [agreement, contract or
          instrument of which we are aware to which Burnup is subject or by
          which it or any of its property or assets is bound, including the
          Indenture  dated as of November 15, 1980, from Burnup to Chemical
          Bank,  as  trustee  (the  "Indenture"),  but  not  including  the
          contracts  and agreements set forth in Section 3.15 of the Burnup
          Disclosure  Schedule (other  than the  Indenture)] or  (iii) will
          violate any  provision of its Certificate of Incorporation or By-
          Laws.

               4.   There are no actions, suits or proceedings of  which we
          are  aware  pending  or   [overtly  threatened],  other  than  as
          described  in Section  3.10 of  the Disclosure  Schedule, against
          Burnup in any Federal or State of Florida court which involve, or
          could  materially  adversely  affect  the  consummation  of,  the
          transactions contemplated by the Agreement.

               5.   No  order, consent, approval, license, authorization or
          validation of,  or filing, recording or  registration with (other
          than such as may  be required under the  HSR Act, the  Securities
          Act and Applicable State  securities laws), or exemption  by, any
          Governmental Entity, is required to authorize, or is  required in
          connection  with, (i) the issuance of the Burnup Shares, (ii) the
          execution, delivery and performance by Burnup of the Agreement or
          (iii) the  legality, validity,  binding effect  or enforceability
          against Burnup of the Agreement.

               6.   The Burnup  Shares have been duly  authorized and, upon
          delivery thereof in  accordance with the terms  of the Agreement,
          will be validly issued, fully paid and nonassessable.

               The  opinions expressed  herein are  limited to  the Federal
          laws  of the United States, and the  laws of the State of Florida
          and  the  corporate  laws of  the  State  of  Delaware (each,  an
          "Applicable State").

               Except as otherwise defined  herein, capitalized terms  used
          herein shall have the meaning ascribed thereto in the Agreement.

               1.   Each of CT and CTF (I) is a duly organized and  validly
          existing corporation in good standing under the laws of the State
          of  Florida and (ii) has the corporate  power to own its property
          and  assets and  to  conduct  its business  as  it  is now  being
          conducted.

               2.   Each  Seller  has  duly   executed  and  delivered  the
          Agreement,  and the  Agreement constitutes  the legal,  valid and
          binding obligation of each Seller enforceable against each Seller
          in accordance with its terms except as the enforceability thereof
          may   be   limited   by   applicable    bankruptcy,   insolvency,
          reorganization or  other similar laws affecting creditors' rights
          generally and  by  general equitable  principles  (regardless  of
          whether the issue of enforceability is considered in a proceeding
          in equity or at law).

               3.   Neither the execution, delivery and performance by each
          Seller of the Agreement,  nor compliance by each Seller  with the
          terms and  provisions thereof, (i) will  contravene any provision
          of  any Federal  or  State  of  Florida  law,  statute,  rule  or
          regulation,  or any order, writ, injunction or decree of which we
          are  aware  of  any   Federal  or  State  of  Florida   court  or
          Governmental Entity to which it is subject, or (ii) will conflict
          or be inconsistent  with or result  in any breach  of any of  the
          terms, covenants,  conditions or  provisions of, or  constitute a
          default under, or result in the creation or imposition of (or the
          obligation  to  create  or impose)  any  Lien  upon  any of  such
          Seller's  property  or  assets  pursuant  to  the  terms  of  any
          agreement,  contract or instrument of which we are aware to which
          such  Seller is  subject or by  which such  Seller or  any of his
          property  or  assets  is  bound, other  than  the  contracts  and
          agreements set forth in Section 2.15 of the Disclosure Schedule.

               4.   There are  no actions, suits or proceedings of which we
          are aware pending or overtly  threatened, other than as described


          in Section 2.10 of the Disclosure Schedule, against any Seller in
          any Federal or  State of  Florida court which  involve, or  could
          affect the consummation of,  the transactions contemplated by the
          Agreement.

               5.   No order, consent, approval, license,  authorization or
          validation of,  or filing, recording or  registration with (other
          than such as  may be required under  the HSR Act,  the Securities
          Act and Applicable State securities  laws), or exemption by,  any
          Governmental Entity  is required to authorize, or  is required in
          connection with,  (i) the execution, delivery  and performance by
          Sellers of the Agreement or  (ii) the legality, validity, binding
          effect or enforceability of the Agreement.

               6.   The Shares have been duly authorized and validly issued
          and are fully paid and non-assessable.

               The  opinions expressed  herein are  limited to  the Federal
          laws of the United States and the laws of the State of Florida.


   January 18, 1994


   Special Transaction Committee
     of the Board of Directors
   Burnup & Sims Inc.
   One North University Drive
   Fort Lauderdale, FL 33324

   Gentlemen:

        Burnup & Sims Inc. (the  "Company") has entered into an agreement  dated
   as of  October 15,  1993, as amended  by the First  Amendment and  the Second
   Amendment,  each dated  as of  November 23, 1993  (the "Agreement")  with the
   shareholders of Church & Tower, Inc. ("CT") and the shareholders  of Church &
   Tower of Florida, Inc. ("CTF" and  collectively with CT, "CT Group") pursuant
   to which  the Company will acquire  all of the issued  and outstanding common
   stock  of CT Group (the "Acquisition").   In connection with the Acquisition,
   the shareholders of CT Group will receive 10,250,000 shares of the  Company's
   common stock, par value $0.10  per share ("Common Stock").  In  addition, the
   Agreement  provides that as a condition to the Acquisition, National Beverage
   Corp. ("NBC") will agree to exchange  all of the Company's common stock owned
   by  NBC  (approximately  3.154  million  shares)  for   the  cancellation  of
   $17,500,000 of  14% Subordinated Debentures issued by  NBC to the Company and
   by crediting the next succeeding principal payments in the amount of $592,313
   of  a  $2,050,000   Promissory  Note  issued  by  NBC  to  the  Company  (the
   "Exchange").  The Acquisition and the Exchange shall be collectively referred
   to herein as the Transaction.

        You  have  asked  us  whether  or  not,  in  our  opinion,  each of  the
   Acquisition, the Exchange and the Transaction is fair, from a financial point
   of view, to the  Company and its holders of  Common Stock other than  NBC and
   its affiliates.

        In arriving at the opinion set forth below, we have, among other things:

        1.   Reviewed  the audited financial statements  for CT and  CTF for the
             three  fiscal  years ended  December  31,  1992,  and reviewed  the

             unaudited  financial statements for CT  and CTF for  the six months
             ended June 30, 1993;

        2.   Reviewed the combined audited financial statements for the CT Group
             for  the  three years  ended December  31,  1992, and  reviewed the
             unaudited  combined financial statements  for the CT  Group for the
             nine months ended September 30, 1993;

        3.   Reviewed  the  Company's Annual  Reports,  Forms  10-K and  related
             financial information for  the three fiscal  years ended April  30,
             1993  and  the  Company's  Form  10-Q  and  the  related  unaudited
             financial information for the six months ended October 31, 1993;

        4.   Reviewed an estimated  income statement  for the CT  Group for  the
             year  ended December 31, 1993 and an estimated income statement for
             the Company for the year ended April 30, 1994;

        5.   Conducted discussions with members of  senior management of the  CT
             Group and  the Company  concerning their respective  businesses and
             prospects;

        6.   Reviewed  the summary appraisal reports dated June and July of 1991
             and an updated market analysis dated August 12, 1993 prepared by an
             outside appraisal  firm with  respect to certain  of the  Company's
             real estate assets;

        7.   Reviewed the historical market prices  and trading activity of  the
             Company's  common  stock and  compared  them with  that  of certain
             publicly traded  companies which we deemed to be reasonably similar
             to the Company;

        8.   Compared the results of operations of the  CT Group and the Company
             and  compared them with  that of certain  publicly traded companies
             which we  deemed to be reasonably  similar to the CT  Group and the
             Company, respectively;

        9.   Reviewed  the  terms  of  the  14%  Subordinated  Debenture  in the
             principal amount  of $17,500,000  and the  Promissory  Note in  the
             principal amount of $2,050,000 issued by NBC to the Company;

        10.  Reviewed the Agreement; and

        11.  Reviewed such  other financial  studies and analyses  and performed
             such other  investigations and took into account such other matters
             as  we  deemed  necessary,  including  our  assessment  of  general
             economic, market and monetary conditions.

        In  preparing  our  opinion,   we  have  relied  on  the   accuracy  and
   completeness of all information supplied or otherwise made available to us by
   the Company  and the CT  Group, and we  have not independently  verified such
   information or  undertaken an independent appraisal  of the assets of  the CT
   Group or the Company.  This opinion  does not address the relative merits  of
   the  Transaction and  any  other transactions  or  other business  strategies
   discussed  by the Board  of Directors of  the Company as  alternatives to the
   Transaction  or the  decision of  the Board  of Directors  of the  Company to
   proceed  with  the  Transaction.     This  opinion  does  not   constitute  a
   recommendation to any holder of  Common Stock of the  Company as to how  such
   holders of Common Stock should vote on the Acquisition.  Our opinion has been
   prepared solely for the use of the Special Transaction Committee of the Board
   of  Directors of  the  Company  and  shall  not  be  reproduced,  summarized,
   described  or referred  to or  given to  any other  person or  otherwise made
   public without PaineWebber's prior  written consent, except for inclusion  in
   full in  the proxy statement  to be sent  to the Company's  holders of Common
   Stock in connection with  obtaining shareholder approval of  the Acquisition.
   No opinion is  expressed herein as to the price at which the securities to be
   issued in the Transaction may trade at any time.

        In rendering  this opinion, we have not been engaged  to act as an agent
   or  fiduciary  of,  and  the  Company  has  expressly waived  any  duties  or
   liabilities  we may otherwise be deemed to  have had to, the Company's equity
   holders or any other third party.

        On the basis  of, and subject  to the foregoing,  we are of the  opinion
   that each of the Acquisition, the  Exchange and the Transaction is fair, from
   a financial point  of view, to  the Company and its  holders of Common  Stock
   other than NBC and its affiliates.

                                 Very truly yours,

                                 PAINEWEBBER INCORPORATED

                                 By: _____________________________

                                                                      APPENDIX C
                                     AGREEMENT

        THIS AGREEMENT is made  and entered into as of the  ____ day of October,

   1993, by  and between BURNUP & SIMS  INC., a Delaware corporation ("Burnup"),

   and NATIONAL BEVERAGE CORP., a Delaware corporation ("NBC").

        WHEREAS, NBC owns ___________  shares, equal to approximately thirty-six

   percent (36%), of the issued and outstanding common stock of Burnup; and

        WHEREAS, NBC  is indebted  to Burnup  in the  amount of $__________,  as

   evidenced by a  $17,500,000 14% Subordinated  Debenture due November 1,  2000

   (the "14% Subordinated Debenture"); and

        WHEREAS,  Burnup has  entered into  an Agreement dated  October __, 1993

   with the shareholders of Church & Tower, Inc., ("CT"), a Florida corporation,

   and Church  & Tower of Florida, Inc. ("CTF"), a Florida corporation, pursuant

   to which Burnup shall acquire all  of the issued and outstanding common stock

   of each of CT and CTF (the "Acquisition"); and

        WHEREAS, it  is a condition to the Acquisition that NBC agree to dispose

   of all of  the shares of common stock of Burnup  owned by it pursuant to this

   Agreement;

        NOW,  THEREFORE,  in  consideration  of  the  premises  and  the  mutual

   agreements and covenants set forth herein, the parties hereto do hereby agree

   as follows:

        1.   Redemption of Burnup Shares.   Subject to the  terms and conditions

   hereof, Burnup agrees to redeem and purchase from NBC, and NBC agrees to sell

   to Burnup, all of  the shares of Burnup common  stock owned by NBC for  a per

   share purchase price of $____________ (the "Redemption").

        The purchase price  for such shares shall be payable  by cancellation of

   $_____________  of the principal amount of the 14% Subordinated Debenture and

   by  payment  of  such  other consideration,  if  any,  as  shall be  mutually

   acceptable to  the parties.  The  closing of the Redemption  shall take place

   immediately following the closing of the Acquisition at the offices  of White

   & Case, 200  South Biscayne Boulevard,  Suite 4900, Miami,  Florida.  At  the

   closing, NBC  shall deliver  to Burnup  certificates representing  the Burnup

   shares to be  redeemed, together with stock powers  duly executed to transfer

   such  shares to  Burnup.   Upon receipt  of such  certificates,  Burnup shall

   deliver to NBC duly executed  instruments acknowledging cancellation of  such

   principal  amount of NBC indebtedness under the 14% Subordinated Indenture to

   Burnup and the original of the 14% Subordinated Debenture marked "Cancelled",

   and  NBC shall issue  a new debenture  to Burnup for  the balance of  the 14%

   Subordinated Debenture that is not prepaid, which new debenture shall contain

   the  same terms  and conditions as  the 14%  Subordinated Debenture.   At the

   closing, NBC agrees to pay Burnup all of the accrued and unpaid interest then


                                       - 2 -

   due  and payable on  the principal amount  of the 14%  Subordinated Debenture

   which is cancelled.


        NBC represents  and warrants to Burnup that, at the date of closing, the

   shares of Burnup to be so redeemed by Burnup from NBC shall be free and clear

   of  any  and  all  claims,  liens,  mortgages,  pledges,  security interests,

   assessments,  restrictions, encumbrances  or  charges of  any  kind.   Burnup

   represents and covenants  to NBC that, at the date  of closing, the principal

   amount  of the 14% Subordinated Debenture to  be so cancelled by Burnup shall

   be free  and clear of any and all claims, liens, mortgages, pledges, security

   interests, assessments, restrictions, encumbrances or charges of any kind.


        2.  Fairness Opinions.  Neither Burnup nor NBC shall have any obligation

   to perform its obligations  under this Agreement, and this Agreement shall be

   deemed  rescinded as if it had never  been entered into, unless, prior to the

   Redemption,  (i) the  Board  of Directors  of  Burnup receives  the  fairness

   opinion of Painewebber Incorporated,  in acceptable form, to the  effect that

   the Redemption is fair to the stockholders of  Burnup, other than NBC, from a

   financial point  of view,  (ii) the  Board of Directors  of NBC  receives the

   fairness  opinion of  Bear, Stearns &  Co. Inc.,  in acceptable  form, to the

   effect that the Redemption is fair to the stockholders of NBC, other than IBS


                                       - 3 -

   Partners Ltd. and any  of its affiliates, from a financial point of view, and

   (iii) the Acquisition shall have been consummated.


        3.  Conditions  of Burnup to the Closing.  In addition to the conditions

   set forth in  paragraph 2 hereof, the obligation of  Burnup to consummate the

   transactions  contemplated  by  this  Agreement  shall  be  subject  to   the

   fulfillment of each of the following conditions:


        (a)  From the  date of  this Agreement  until the  date of  the closing,

   there shall not have been any change  in the business of NBC which would have

   a material adverse effect on the financial condition of NBC.

        (b)  The representations and warranties of NBC set forth herein shall be

   true  and correct  in all  material respects  on and  as of  the date  of the

   closing.

        (c)  The  respective Boards of Directors (and, to the extent required, a

   committee  of the  Board of  Directors)  of NBC  and Burnup  shall have  duly

   approved and/or ratified the execution and delivery of this Agreement and the

   transactions to be consummated hereby.

        (d)  There shall  be no  litigation pending  or, to  Burnup's knowledge,

   threatened,  which   would  adversely  affect  the   execution,  delivery  or

   enforceability of this  Agreement, or the  ability of Burnup  to perform  its


                                       - 4 -

   obligations in  accordance  with the  terms  hereof, or  which  would have  a

   material adverse effect on the financial condition of Burnup.

        (e)  Neither a  voluntary  case  or  other proceeding  shall  have  been

   commenced by NBC or Burnup, nor an involuntary case or other proceeding shall

   have   been   commenced  against   NBC   or   Burnup,  seeking   liquidation,

   reorganization or other relief with respect  to itself or its debts under any

   bankruptcy,  insolvency or  other similar law  now or hereafter  in effect or

   seeking the  appointment of  a trustee, receiver,  liquidator, custodian,  or

   other similar official of it or any substantial part of its property.

             (f)  All  consents,  approvals,  orders  or authorizations  of,  or

   registrations, declarations or filings with, any court, administrative agency

   or  commission or  other  governmental authority  or instrumentality,  or any

   other person or entity required in order to permit the execution and delivery

   of this Agreement by Burnup or the consummation by Burnup of the transactions

   contemplated hereby shall have been obtained.

             (g)  Burnup  shall  have received  an  opinion of  counsel  to NBC,

   Shereff,  Friedman, Hoffman  & Goodman,  in  form reasonably  satisfactory to

   Burnup, with regard to the matters set forth on Exhibit A annexed hereto.


        4.   Conditions  of NBC to  the Closing.  In  addition to the conditions

   set  forth in  paragraph 2 hereof,  the obligation  of NBC  to consummate the

                                       - 5 -

   transactions  contemplated  by  this  Agreement  shall  be  subject  to   the

   fulfillment of each of the following conditions:

             (a)  From the date of this Agreement until the date of the closing,

   there shall not have  been any change in  the business of Burnup  which would

   have a material adverse effect on the financial condition of Burnup.

             (b)  The representations and warranties  of Burnup set forth herein

   shall be true and correct  in all material respects on and as of  the date of

   the closing.

             (c)  The  respective  Boards  of  Directors  (and,  to  the  extent

   required, a committee of the Board of Directors) of Burnup and NBC shall have

   duly  approved and/or ratified the  execution and delivery  of this Agreement

   and the transactions to be consummated hereby.

             (d)  There  shall be no litigation  pending or, to NBC's knowledge,

   threatened,  which   would  adversely  affect  the   execution,  delivery  or

   enforceability  of this  Agreement,  or the  ability  of NBC  to  perform its

   obligations  in accordance  with  the terms  hereof, or  which  would have  a

   material adverse effect on the financial condition of NBC.

             (e)  Neither a voluntary  case or other proceeding  shall have been

   commenced by Burnup or NBC, nor an involuntary case or other proceeding shall

   have   been   commenced  against   Burnup   or   NBC,  seeking   liquidation,


                                       - 6 -

   reorganization or other relief with respect to itself or its  debts under any

   bankruptcy, insolvency or  other similar  law now or  hereafter in effect  or

   seeking the  appointment of a  trustee, receiver,  liquidator, custodian,  or

   other similar official of it or any substantial part of its property.

             (f)  All  consents,  approvals,  orders  or  authorizations  of, or

   registrations, declarations or filings with, any court, administrative agency

   or  commission  or other  governmental authority  or instrumentality,  or any

   other person or entity required  with respect to NBC  in order to permit  the

   execution and delivery of this Agreement by NBC or the consummation by NBC of

   the transactions contemplated herein shall have been obtained.


        5.  Representations and Warranties.  Each party to this Agreement hereby

   represents and  warrants to the  other as  of the date  hereof and as  of the

   closing date as follows:

             (a)  The party  is a  corporation duly organized,  validly existing

   and in good standing under the laws of the State of Delaware.

             (b)  The party has full corporate power and authority to enter into

   this Agreement and perform its obligations hereunder, and the party has taken

   all  corporate  action (except  for  actions  to be  taken  by  the Board  of

   Directors   and/or  committees   thereof  to   effectuate  the   transactions

   contemplated by this Agreement.

                                       - 7 -

             (c)  Except as set forth  in Schedule 5(c) attached hereto  and for

   approvals  by  the  Board  of  Directors  and/or  committees  thereof  (which

   approvals shall  have  been obtained  as of  the closing  date), no  consent,

   approval,  order or authorization of,  or registration, declaration or filing

   with,  any court, administrative  agency or commission  or other governmental

   authority or instrumentality, or any other person or entity is required by or

   with respect to  the party in order to  permit the execution and  delivery of

   this  Agreement  by  the  party  or the  consummation  by  the  party  of the

   transactions contemplated herein.

             (d)  This Agreement has  been duly executed  and delivered by  such

   party  and constitutes  the  valid  and  binding  obligation  of  the  party,

   enforceable   against  it  in  accordance  with  its  terms,  except  as  the

   enforcement  thereof may  be  limited by  applicable bankruptcy,  insolvency,

   reorganization, moratorium or similar laws affecting creditor's  rights or by

   the principles governing the availability of equitable remedies.

             (e)  The  execution   and  delivery  of  this   Agreement  and  the

   completion  of the transactions contemplated herein will not conflict with or

   result in  the breach of  the Certificate of  Incorporation or Bylaws  of the

   party  or any order, judgment, decree, statute, law, regulation, indenture or

   material agreement to which the party is subject.


                                       - 8 -

        6.   Representations and  Warranties of NBC.  NBC  hereby represents and

   warrants  to Burnup  as of  the date  hereof and  as of  the closing  date as

   follows:

             (a)  NBC owns  ______________ shares of the  issued and outstanding

   common stock of Burnup.   NBC owns all of  such shares free and clear  of all

   claims,   liens,  mortgages,   pledges,   security  interests,   assessments,

   restrictions, encumbrances or charges of any kind.

             (b)  NBC  is  not  insolvent  under applicable  Federal  and  state

   bankruptcy  law  and  will not  be  rendered  insolvent  by the  transactions

   contemplated hereby and, after  giving effect to such transactions,  NBC will

   not  be left  with unreasonably  small capital  with which  to engage  in its

   business.


        7.   Termination Date.  In  the event the transactions  described herein

   have not taken place on or before January 31, 1994, then this Agreement shall

   be deemed rescinded as  if it had never been entered  into, and neither party

   shall have any further  obligations or liabilities to the other  with respect

   to the matters set forth herein.


        8.   Termination of Registration Rights  Agreement.  The agreement dated

   as of February 8, 1991, by and between Burnup and NBC granting certain rights


                                       - 9 -

   to NBC to register its shares of the common stock of Burnup, shall  be deemed

   terminated  and  of no  further force  and  effect upon  consummation  of the

   transactions contemplated hereby.


        9.   Miscellaneous.

        (a)  This Agreement shall be binding upon,  and inure to the benefit of,

   the parties  hereto and  their respective  successors and  permitted assigns.

   Except to the extent  expressly permitted herein, this  Agreement may not  be

   assigned without the prior written consent of the other party hereto.

        (b)  Any  and all  fees,  costs  and expenses  incurred  by  a party  in

   connection with the negotiation, preparation or performance of this Agreement

   shall be borne by the respective party incurring such expenses.

        (c)  Each party  represents and  warrants to  the  other party  that the

   contracts and  negotiations relative to  this Agreement and  the transactions

   contemplated hereby have been arrived on in such a manner as not to give rise

   to  any liability  to the  other  party for  a  broker's, agent's,  finder's,

   advisor's or similar fee  or commission in connection with this  Agreement or

   the transactions which are subject hereof, and each party agrees that it will

   indemnify and hold harmless the other party from any loss, liability, cost or

   expenses  accruing  from  or  resulting  by  reason  of its  breach  of  this

   provision.

                                       - 10 -

        (d)  This  Agreement  shall  constitute  the  entire  understanding  and

   agreement between the parties regarding the subject matter hereof.

        (e) No amendment, modification, waiver or discharge of this Agreement or

   any  provision hereof shall be effective against any party, unless such party

   shall have consented thereto in writing.

        (f) Each of  the parties to this Agreement, when  requested by the other

   party,  shall  execute  and  deliver  all  documents  and  perform  all  acts

   reasonably  requested by  the  other  party  in  order  more  effectively  to

   consummate  any of the transactions  contemplated hereby, and  shall give all

   reasonable and  necessary cooperation with respect to  any reasonable matters

   relating to the transactions contemplated by this Agreement.

        (g)  All notices,  requests,  claims, demands  and other  communications

   required or allowed  under this Agreement  shall be in  writing and shall  be

   deemed  given upon (i)  hand-delivery, or (ii)  deposit of  same with Federal

   Express (or  similar overnight courier  service), and correctly  addressed to

   the party for whom  it is intended at the address given  below, or such other

   address as may have been most specified by a notice given as aforesaid:

   If to Burnup:                 Burnup & Sims Inc.
                                 One North University Drive
                                 Ft. Lauderdale, Florida  33324
                                 Attn.:  President

   with a copy to:               Michael Brenner,  Esq.

                                       - 11 -

                                 General Counsel
                                 Burnup & Sims Inc.
                                 One North University Drive
                                 Ft. Lauderdale, Florida   33324

   If to NBC:                    National Beverage Corp.
                                 One North University Drive
                                 Ft. Lauderdale, Florida   33324
                                 Attn.:  President

   with a copy to:               Shereff, Friedman, Hoffman &
                                    Goodman
                                 919 Third Avenue
                                 New York, New York   10022
                                 Attn.:  Martin Nussbaum, Esq.


        (h) This Agreement shall  be construed and governed for  all purposes by

   the laws of the State  of New York without giving effect to the principles of

   conflicts of laws thereof.

        IN WITNESS WHEREOF, this Agreement has been executed and delivered as of

   the date first written above.



                                 BURNUP & SIMS INC.

                                 By:____________________________
                                     Its:

                                 NATIONAL BEVERAGE CORP.

                                 By:_____________________________
                                     Its:



                                       - 12 -

                                                                       EXHIBIT A

             Opinion of Shereff. Friedman. Hoffman & Goodman



        1.   NBC has the  corporate power  to execute, deliver  and perform  its
   obligations  under the Agreement and has taken all necessary corporate action
   to authorize  the execution and  delivery of,  and performance by  it of  its
   obligations under, the  Agreement. NBC  has duly executed  and delivered  the
   Agreement,  and the  Agreement  constitutes NBC's  legal,  valid and  binding
   obligation  enforceable against NBC in  accordance with its  terms, except as
   the enforcement thereof may be limited  by applicable bankruptcy, insolvency,
   reorganization, moratorium or similar laws affecting creditor's rights  or by
   the principles governing the availability of equitable remedies.

        2.   Neither  the execution,  delivery  and performance  by  NBC of  the
   Agreement, nor compliance by  it with the terms and  provisions thereof, will
   (i) violate any provision  of NBC's Certificate of Incorporation  or By-Laws,
   (ii) to our knowledge, violate any provision of  any Federal or New York law,
   statute, rule or  regulation, or  any order,  writ, injunction  or decree  of
   which we are aware of any Federal or New York court or governmental entity to
   which NBC is subject, or (iii) conflict  with or result in any breach of  any
   of the terms, covenants, conditions or provisions of, or constitute a default
   under,  or result  in the  creation or  imposition of  (or the  obligation to
   create or impose) any lien pursuant  to any agreement, contract or instrument
   of which we have  knowledge to which NBC is subject or by  which it or any of
   its property is bound, which breach or conflict would have a material adverse
   effect on the financial condition of NBC.

        The agreements expressed  herein are limited to the Federal  laws of the
   United States,  the laws of the State  of New York and  the corporate laws of
   the State of Delaware.

                                                                   Schedule 5(c)



                               Consent and Approvals



                             First Union National Bank

                                                APPENDIX D
                                                                  ALSO EXHIBIT A

                                AMENDED AND RESTATED

                            CERTIFICATE OF INCORPORATION

                                         OF

                                    MasTec, Inc.
                             (f/k/a Burnup & Sims Inc.)

                                    INTRODUCTION

             This Amended and Restated Certificate of Incorporation was proposed
   by the directors, and duly adopted by the stockholders, of [fill in new name]
   (the "Corporation") in accordance with Section 245 of the General Corporation
   Law of Delaware.  The Corporation was  originally incorporated under the name
   Burnup & Sims Inc. and its original Certificate of Incorporation was filed on
   July 26, 1968, with the Secretary of State of Delaware.


                                     ARTICLE I
                                Name of Corporation

             The name of the Corporation is MasTec, Inc.


                                     ARTICLE II

                        Registered Agent, Registered Office

             The  name of  the  registered  agent  of  the  Corporation  is  The
   Corporation Trust Company and the registered office of the Corporation in the
   State of Delaware is located at:

                  Corporation Trust Center
                  1209 Orange Street
                  Wilmington, Delaware  19801


                                    ARTICLE III
                             General Nature of Business

             The purpose  of the Corporation is  to engage in any  lawful act or
   activity  for  which   corporations  may  be  organized  under   the  General
   Corporation Law of Delaware.


                                     ARTICLE IV
                                   Capital Stock

             The total number of  shares of capital stock which  the Corporation
   shall have authority to  issue is Fifty-Five Million (55,000,000)  shares, of
   which Fifty  Million (50,000,000) shares of  a par value of  Ten Cents ($.10)
   per share, amounting in  the aggregate to Five Million  Dollars ($5,000,000),
   shall  be common stock ("Common Stock"), and Five Million (5,000,000) shares,
   of the par value of One Dollar ($1.00) per share, amounting  in the aggregate
   to Five Million  Dollars ($5,000,000), shall  be preferred stock  ("Preferred
   Stock").

                                    Common Stock

             1.   Each share  of Common Stock shall have one vote and, except as
   provided in  this Article IV or  by resolution or resolutions  adopted by the
   Board of Directors  providing for the issue of any  series of Preferred Stock
   or  as otherwise provided  by applicable law, the  exclusive voting power for
   all purposes shall be vested in the holders of the Common Stock.

            2.    Subject to applicable law and the preferences of the Preferred
   Stock, dividends  may be paid on  the Common Stock  at such time and  in such
   amounts as the Board of Directors may deem advisable.

             3.   The Board of Directors may retire any and all shares of Common
   Stock  that are  issued but are  not outstanding, including  shares of Common
   Stock  purchased or otherwise reacquired  by the Corporation,  and may reduce
   the capital  of the  Corporation in  connection with  the retirement  of such




                                        -2-

   shares in  the  manner provided  for  under the  General  Corporation Law  of
   Delaware.

             4.   In  the event of any liquidation, dissolution or winding up of
   the  Corporation, whether  voluntary  or involuntary,  each holder  of Common
   Stock shall  be entitled, after payment or provision for payment of the debts
   and other liabilities of the Corporation and the amounts to which the holders
   of  the Preferred  Stock shall  be entitled,  to share  in the  remaining net
   assets of  the Corporation on a pro-rata basis  based on the number of shares
   of Common Stock held by such holder  and the total number of shares of Common
   Stock then outstanding.

                                  Preferred Stock

             5.   Authority  is  hereby  expressly   granted  to  the  Board  of
   Directors to authorize the  issuance from time to time of one  or more series
   of  Preferred  Stock  and, with  respect  to  each  such  series, to  fix  by
   resolution  or  resolutions  of the  Board  of  Directors  providing for  the
   issuance of such series:

                  (a)  The  number  of shares  of  Preferred  Stock which  shall
             comprise such series and the distinctive designation thereof;

                  (b)  The  dividend rate or rates (which may be contingent upon
             the happening of certain  events) on the shares of such series, the
             date or dates, if  any, from which dividends shall  accumulate, and
             the dates on which dividends, if declared, shall be payable;

                  (c)  Whether  or not  the  shares  of  such  series  shall  be
             redeemable, the  limitations and restrictions with  respect to such
             redemptions,  the  manner of  selecting shares  of such  series for
             redemption if less  than all  shares are  to be  redeemed, and  the
             amount,  if any, in addition to any accrued dividends thereon which
             the holders of  shares of such series shall  be entitled to receive
             upon the  redemption thereof,  which amount  may vary  at different
             redemption  dates  and  may  be different  with  respect  to shares
             redeemed through the  operation of any  retirement or sinking  fund
             and with respect to shares otherwise redeemed;



                                        -3-

                  (d)  The  amount which  the holders of  shares of  such series
             shall be entitled to  receive upon the liquidation, dissolution  or
             winding up of the  Corporation, which amount may vary  at different
             dates  and   may  vary  depending  on   whether  such  liquidation,
             dissolution or winding up is voluntary or involuntary;

                  (e)  Whether or not the shares of such series shall be subject
             to the operation of a purchase, retirement or sinking fund, and, if
             so,  whether such retirement or sinking fund shall be cumulative or
             non-cumulative, the extent  to and  the manner in  which such  fund
             shall be  applied to the  purchase or redemption  of the  shares of
             such series for retirement  or to other corporate purposes  and the
             terms and provisions relative to the operation thereof;

                  (f)  Whether or  not  the  shares  of  such  series  shall  be
             convertible into or exchangeable  for shares of stock of  any other
             class or classes, or of any other  series of the same class, and if
             so  convertible or exchangeable, the price or prices or the rate or
             rates  of conversion  or  exchange  and  the  method,  if  any,  of
             adjusting the same;

                  (g)  The voting powers, if any, of such series; and

                  (h)  Any   other   designation,   power,  preference,   right,
             qualification, limitation  and restriction thereof as  the Board of
             Directors  may determine  to  be  in  the  best  interests  of  the
             Corporation.

                                      General

             6.   Subject to the  provisions of law,  the Corporation may  issue
   shares of its  Common Stock or Preferred  Stock, from time to time,  for such
   consideration (not less than the par value or stated value thereof) as may be
   fixed by the  Board of Directors,  which is expressly  authorized to fix  the
   same  in its  absolute  and uncontrolled  discretion,  subject as  aforesaid.
   Shares so issued, for which  the consideration has been paid or  delivered to
   the Corporation, shall be deemed fully-paid stock, and shall not be liable to




                                        -4-

   any further call or assessments thereon, and the holders of such shares shall
   not be liable for any further payments in respect of such shares.

             7.   No holder of  shares of stock of the Corporation  of any class
   now or hereafter authorized shall be entitled as such, as a  matter of right,
   to subscribe for or purchase any part of any new or additional issue of stock
   of  any class whatsoever, or of securities convertible into or evidencing the
   right to purchase stock of any class whatsoever, whether the stock be of  the
   same  class as  may be  held by  such stockholder,  whether now  or hereafter
   authorized, or whether issued for cash or otherwise.


                                     ARTICLE V
                               Management of Business

             The following  provisions are  inserted for  the management of  the
   business  and for  the conduct  of the  affairs of  the Corporation,  and for
   further  definition,  limitation  and  regulation   of  the  powers  of   the
   Corporation and of its directors and stockholders:

             1.   The  number of directors of  the Corporation shall  be such as
   from time to time  shall be fixed by, or  in the manner provided in,  the By-
   Laws.

             2.   Election of directors need not be by ballot unless the By-Laws
   so provide.

             3.   The Board of  Directors shall  have power to  adopt, amend  or
   repeal the By-Laws of the Corporation.


                                     ARTICLE VI
                        Approval of Mergers, Consolidations
                      and Certain Other Corporate Transactions

             1.   Except  as  hereinafter set  forth,  the  affirmative vote  or
   consent  of the  holders of  80% of  all shares of  stock of  the Corporation
   entitled to vote at an election  of directors, considered for the purposes of



                                        -5-

   this Article VI  as one class, shall be required (i)  for the adoption of any
   agreement for the merger or consolidation of the Corporation with or into any
   other corporation,  or (ii)  to authorize  any sale or  lease of  all or  any
   substantial part of  the property and  assets of the  Corporation to, or  any
   sale or  lease to the Corporation  or any subsidiary thereof  in exchange for
   securities of the Corporation of any property and assets (except property and
   assets having an aggregate fair market value of less than $1,000,000) of, any
   other corporation,  person or  other entity,  if, in either  case, as  of the
   record  date for the determination of stockholders entitled to notice thereof
   and to vote  thereon or  consent thereto  such other  corporation, person  or
   entity is the  beneficial owner, directly or indirectly, of  more than 10% of
   the outstanding  shares  of stock  of  the Corporation  entitled  to vote  in
   elections of directors considered for the purposes of this Article  VI as one
   class.  Such affirmative vote or consent shall be  in addition to the vote or
   consent of  the holders of the stock of the Corporation otherwise required by
   law  or any  agreement between  the Corporation  and any  national securities
   exchange.

             2.   For the  purposes of  this  Article VI,  (i) any  corporation,
   person or other  entity shall  be deemed to  be the beneficial  owner of  any
   shares of stock  of the  Corporation (x) which  it has  the right to  acquire
   pursuant  to any  agreement or  arrangement, or  upon exercise  of conversion
   rights,  warrants  or options,  or otherwise  or  (y) which  are beneficially
   owned,  directly  or  indirectly   (including  shares  deemed  owned  through
   application of clause (x)  above), by any other corporation, person or entity
   with which  it or its "affiliate"  or "associate" (as defined  below) has any
   agreement,  arrangement  or  understanding  for  the  purpose  of  acquiring,
   holding, voting or  disposing of stock  of the Corporation,  or which is  its
   "affiliate" or  "associate" as those terms  are defined in Rule  12b-2 of the
   General Rules and Regulations under the Securities Exchange Act of 1934 as in
   effect on June 1, 1970, and (ii) the outstanding shares of any class of stock
   of the Corporation shall  include shares deemed owned through  application of
   clauses (x) and (y) above but shall not include any other shares which may be
   issuable  pursuant to any agreement,  or upon exercise  of conversion rights,
   warrants or options, or otherwise.

             3.   The  Board of  Directors  shall have  the  power and  duty  to
   determine for  the purposes of this  Article VI, on the  basis of information



                                        -6-

   known to the Corporation, whether (i) such other corporation, person or other
   entity beneficially owns more than 10%  of the outstanding shares of stock of
   the Corporation  entitled  to  vote  at  an election  of  directors,  (ii)  a
   corporation, person, or entity  is an "affiliate" or "associate"  (as defined
   above) of  another,  (iii) the  property  and assets  being acquired  by  the
   Corporation, or any subsidiary  thereof, have an aggregate fair  market value
   of  less than $1,000,000 and (iv) the memorandum of understanding referred to
   below  is substantially consistent with the transaction covered thereby.  Any
   such determination shall  be conclusive and binding for the  purposes of this
   Article VI.

             4.   The provisions of this  Article VI shall not be  applicable to
   (i) any merger  or consolidation of  the Corporation with  or into any  other
   corporation,  or any  sale or  lease of  all or  any substantial part  of the
   property and  assets  of the  Corporation to,  or any  sale or  lease to  the
   Corporation  or  any subsidiary  thereof in  exchange  for securities  of the
   Corporation of  any property and assets  of, any corporation if  the Board of
   Directors of the Corporation  shall by resolution have approved  a memorandum
   of   understanding  with   such  other  corporation   with  respect   to  and
   substantially  consistent with such transaction  prior to the  time that such
   other  corporation  shall have  become  a  holder of  more  than  10% of  the
   outstanding shares of stock of the Corporation entitled to  vote in elections
   of directors or (ii) any merger  or consolidation of the Corporation with, or
   any sale or lease to the Corporation  or any subsidiary thereof of any of the
   property and assets of any corporation of which a majority of the outstanding
   shares of all classes of stock entitled to vote in the elections of directors
   is owned of record  or beneficially by the Corporation and/or any one or more
   of its subsidiaries.  


                                    ARTICLE VII
                               Liability of Directors

             No director of the Corporation shall have personal liability to the
   Corporation  or its stockholders for monetary damages for breach of fiduciary
   duty as  a director except  (i) for  any breach  of such  director's duty  of
   loyalty to  the Corporation or its  stockholders, (ii) for acts  or omissions
   not in  good  faith or  which  involve intentional  misconduct or  a  knowing



                                        -7-

   violation  of law, (iii) under Section 174  of the General Corporation Law of
   Delaware or  (iv) for  any transaction  from which such  director derives  an
   improper personal benefit.


                                    ARTICLE VIII
                                     Indemnity

             The Corporation shall indemnify,  to the full extent that  it shall
   have power under applicable law to do  so and in the manner permitted by such
   law, any  person made or  threatened to  be made a  party to  any threatened,
   pending or  completed action,  suit or  proceeding, whether  civil, criminal,
   administrative or investigative,  by reason of the fact  that he is or  was a
   director or officer of  the Corporation.  The  Corporation may indemnify,  to
   the full extent it  shall have power under applicable  law to do so and  in a
   manner  permitted by such  law, any  person made or  threatened to  be made a
   party to any  threatened, pending  or completed action,  suit or  proceeding,
   whether  civil, criminal, administrative  or investigative, by  reason of the
   fact that he is or was an employee or agent of the Corporation, or is or  was
   serving at the request of the Corporation as a director, officer, employee or
   agent of, or participant in, another corporation, partnership, joint venture,
   trust or other enterprise.  The indemnification provided by this Article VIII
   shall not be deemed exclusive of any other rights to which any person seeking
   indemnification  may  be  entitled  under  any  by-law,  agreement,  vote  of
   stockholders  or disinterested directors or  otherwise, both as  to action in
   his official capacity and as to action in another capacity while holding such
   office, and shall continue as to a person who has ceased to be such director,
   officer, employee, agent or participant and shall inure to the benefit of the
   heirs, executors and administrators of such a person.












                                        -8-


                                     ARTICLE IX
                                     Insurance

             The Corporation  may purchase and  maintain insurance on  behalf of
   any  person who  is or  was a  director, officer,  employee  or agent  of the
   Corporation, or is  or was  serving at the  request of the  Corporation as  a
   director,  officer,  employee  or  agent   of,  or  participant  in,  another
   corporation, partnership,  joint venture, trust and  other enterprise against
   any liability asserted against him and incurred by him in  any such capacity,
   or arising  out of his status  as such, whether or not  the Corporation would
   have the power  to indemnify him against such  liability under the provisions
   of Article VIII or otherwise.


                                     ARTICLE X
                                     Amendment

             1.   The Corporation reserves the right to amend, alter, change  or
   repeal  any provision contained in  this Certificate of  Incorporation in the
   manner now or  hereafter prescribed  by law,  and all  rights conferred  upon
   stockholders herein are subject to this reservation.

             2.   Notwithstanding  any other  provision of  this Certificate  of
   Incorporation or the By-laws of the Corporation (and in addition to any other
   vote  that may  be  required by  statute,  stock exchange  regulations,  this
   Certificate of Incorporation or the By-laws of the  Corporation), the vote of
   the holders of 80% of all shares of stock of the Corporation entitled to vote
   at an election of directors (considered  for this purpose as one class) shall
   be required to amend, alter, change, or repeal Section 1 of Article II of the
   By-laws of the Corporation, or Article VI or this Paragraph 2 of Article X of
   this Amended and Restated Certificate of Incorporation. 

             IN  WITNESS WHEREOF, I have hereunto set  my hand and seal the ____
   day of ____________, 1993.






                                        -9-

                                 _____________________________
                                 _____________________________
                                 President

                                 _____________________________
                                 _____________________________
                                 Secretary


































                                        -10-

                                                  APPENDIX E

                                 BURNUP & SIMS INC.
                               1994 STOCK OPTION PLAN
                             FOR NON-EMPLOYEE DIRECTORS

        1.   Purpose  of the Plan.   The purpose of the  Burnup & Sims Inc. 1994
   Stock Option Plan for Non-Employee Directors (the "Plan") is to  aid Burnup &
   Sims Inc.  (the "Company") in  securing for the Company  and its stockholders
   the benefits of experienced and highly qualified persons who are not and have
   never been employees of the Company or any of its subsidiaries to  become and
   remain members of the  Board of Directors (the "Board") of the Company and to
   provide to such  persons the benefits of the incentive  inherent in increased
   common stock ownership.

        2.   Stock Subject  to Plan.   The stock  which may be  issued and  sold
   under the Plan shall be  the Common Stock (par value $0.10 per  share) of the
   Company,  of  a  total  number  not  exceeding  400,000  shares,  subject  to
   adjustment as provided in  Section 8.  The stock to  be issued may be  either
   authorized and  unissued shares or  issued shares acquired by  the Company or
   its subsidiaries.  Each stock option granted pursuant to the Plan is referred
   to herein as an  "Option."  In the event that Options  granted under the Plan
   shall terminate  or expire without being  exercised in whole or  in part, new
   Options may  be granted covering the  shares not purchased under  such lapsed
   Options.

        3.   Eligibility.  Each member of the Board shall be eligible to receive
   Options in accordance with the terms of  the Plan, provided he or she, as  of
   the date of a granting  of an Option, was either (i) elected to  the Board by
   stockholders of the  Company at any  Meeting of  Stockholders of the  Company
   held  at  any time  after  the  day on  which  the Plan  is  approved  by the
   stockholders of the Company, or (ii) appointed to the Board by the Board,  at
   any  time after the Plan  is approved by the  stockholders of the Company, to
   fill  a  vacancy  on the  Board,  however  occurring, whether  by  the death,
   resignation  or removal  of  any  director, any  increase  in  the number  of
   directors comprising  the Board, or  otherwise, provided, further,  that such
   member (I) is not and has not been an  employee of the Company or any of  its
   subsidiaries, and (II) is otherwise not eligible for selection to participate
   in  any plan of  the Company  or any  of its  subsidiaries that  entitles the
   participant therein  to acquire  securities or derivative  securities of  the

   Company  (an "Eligible Director").  Each member  of the Board who receives an
   Option hereunder is referred to herein as an "Optionee."

        4.   Option  Grants.  (a)  Subject to the maximum number of shares which
   may be purchased pursuant to the exercise of Options, as set forth in Section
   2 (as such number may  be adjusted pursuant to the provisions  of Section 8),
   and to the  approval of  the Plan by  the stockholders of  the Company,  each
   Eligible Director shall, without further action  by the Board, be granted  as
   of the close of business on (i) the day after the day the Plan is approved by
   the  stockhodlers of the Company, and (ii)  the day after each Annual Meeting
   of Stockholders of the Company held thereafter, an Option to purchase, in the
   manner  and subject to  the terms and  conditions herein provided  and to the
   extent such number  of shares  remain available for  such purpose  hereunder,
   15,000  shares of the  Common Stock of  the Company.   In the  event that the
   number of  shares available for grants under the Plan is insufficient to make
   all grants hereby specified on the applicable date, then all those who become
   entitled to a grant on such date  shall share ratably in the number of shares
   then available for grant under the Plan.

             (b)  It is understood that the Board may, at any time and from time
        to  time after  the  granting  of  an  Option  hereunder,  specify  such
        additional  terms,  conditions and  restrictions  with  respect to  such
        Option  as may be deemed  necessary or appropriate  to ensure compliance
        with any  and all applicable laws, including, but not limited to, terms,
        restrictions  and  conditions  for  compliance with  federal  and  state
        securities  laws and methods of withholding or providing for the payment
        of required taxes.

        5.   General Terms and Conditions of Options.  Each Option granted under
   the Plan shall be evidenced by an  agreement in such form as the Board  shall
   prescribe from time to time in accordance with the Plan and shall comply with
   the following terms and conditions:

             (a)  The  Option exercise price shall  be the fair  market value of
        the Common  Stock on the date the Option  is granted, which shall be the
        mean  between the  bid and  asked prices  at which  the Common  Stock is
        quoted in the over-the-counter market on the date on which the option is
        granted as  reported by  NASDAQ or  any successor thereto.   If  no such



                                        -2-

        quotations are available on  such date, the  most recent date, within  a
        reasonable time, upon which such quotations are available shall be used.
        If  at any time  Common Stock shall  be listed on  a national securities
        exchange, the  mean between the highest  and lowest prices at  which the
        Common  Stock is traded on such exchange on such date shall be used.  If
        there  is no sale of  the Common Stock on such  exchange on the date the
        Option is granted,  the mean between  the bid and  asked prices on  such
        exchange at the  close of the market on such date  shall be deemed to be
        the fair market value of the Common Stock.

             (b)  Each Option granted pursuant to the Plan shall be evidenced by
        an Option Agreement.   The Option Agreement shall  not be a precondition
        to  the granting  of Options; however,  no person shall  have any rights
        under any Option granted under the Plan unless and until the Optionee to
        whom  such  Option  shall have  been  granted  shall  have executed  and
        delivered to the Company an Option Agreement.  A fully executed original
        of the  Option Agreement shall be  provided to both the  Company and the
        Optionee.

             (c)  All Options  shall be nonstatutory stock  options not intended
        to  qualify as  stock options  entitled to  special tax  treatment under
        Section  422 of  the  Internal Revenue  Code  of 1986,  as amended  (the
        "Code").

             (d)  Options shall  not be  transferable by the  Optionee otherwise
        than  by will  or the  laws of  descent and  distribution, and  shall be
        exercisable during the Optionee's lifetime only by him.  

             (e)  Each Option  shall be subject to the following restrictions on
        exercise:

                  (i)  The Option is not immediately exercisable.  Except in the
             event  of the Optionee's death, an Option shall not be exercisable,
             in whole or  in part, prior to the expiration of  one (1) year from
             the date  of grant or  after the expiration  of ten years  from the
             date  the  Option was  granted.    In no  event  may  an Option  be
             exercised prior to  the expiration of six (6) months  from the date
             of grant.  To the extent that an Option is not exercised within the



                                        -3-

             ten-year period of exercisability,  it shall expire as to  the then
             unexercised part.

                 (ii)  Subject to Sections 5(e)(i) and 6 and 7, one-third of the
             total  number of shares  of Common Stock covered  by the Option (as
             such   number  may  be  adjusted  pursuant  to  the  provisions  of
             Section 8) shall  become exercisable on the  first anniversary date
             of the  grant of  the Option, and  an additional one-third  of said
             initial   total  number   of   shares  shall   become  cumulatively
             exercisable  on each of the two succeeding anniversary dates of the
             grant date.

                (iii)  An  Option  shall not  be exercisable  with respect  to a
             fractional share or with respect to the lesser of fifty (50) shares
             or the full number of shares then subject to the Option.

                 (iv)  Except as provided in  Section 6, an Option shall  not be
             exercisable  in whole or in  part unless the  Optionee, at the time
             the Optionee exercises  the Option, is, and  has been at  all times
             since the date of grant of the Option, a director of the Company.

                  (v)  An Option may  only be exercised  by delivery of  written
             notice  of the  exercise to  the Company  specifying the  number of
             shares to be purchased and by making payment in full for the shares
             of Common Stock being  acquired thereunder at the time  of exercise
             (including applicable withholding taxes, if any); unless the Option
             Agreement shall otherwise provide, such payment shall be made

                       (A)  in United States dollars by check or bank draft, or

                       (B)  by  tendering to  the  Company  Common Stock  shares
                  already  owned by the person exercising  the Option, which may
                  include shares received as  the result of a prior  exercise of
                  the Option, and  having a fair market value  equal to the cash
                  exercise  price applicable  to such  Option, such  fair market
                  value to be the mean between the bid and asked prices at which
                  the Common  Stock is quoted in the  over-the-counter market on
                  the  date  on which  the Option  is  exercised as  reported by



                                        -4-

                  NASDAQ  or any successor thereto.   If no  such quotations are
                  available  on such  date,  the  most  recent  date,  within  a
                  reasonable  time, upon  which  such  quotations are  available
                  shall be used.  If at any time Common Stock shall be listed on
                  a national  securities exchange, the mean  between the highest
                  and lowest prices at which the Common Stock is traded  on such
                  exchange on such date shall  be used.  If there is  no sale of
                  the Common Stock  on such exchange on  the date the  Option is
                  granted, the mean  between the  bid and asked  prices on  such
                  exchange at the  close of  the market  on such  date shall  be
                  deemed to be the fair market value of the Common Stock.

                       (C)  by a combination of United States dollars and Common
                  Stock shares as aforesaid, or

                       (D)  in accordance with a cashless exercise program under
                  which, if so instructed by the Optionee, shares of Common Sock
                  may be issued directly to the Optionee's broker or dealer upon
                  receipt  of  the purchase  price in  cash  from the  broker or
                  dealer.

                 (vi)  If  at  any  time  the  Board  shall  determine,  in  its
             discretion,  that the  listing,  registration or  qualification  of
             shares  upon any national securities exchange or under any state or
             federal  law,  or the  consent  or  approval  of  any  governmental
             regulatory body, is necessary or desirable as a condition of, or in
             connection  with, the sale  or purchase  of shares  hereunder, such
             Option may  not be exercised in  whole or in part  unless and until
             such  listing,  registration,  qualification, consent  or  approval
             shall have  been effected or  obtained, or otherwise  provided for,
             free of any conditions not acceptable  to the Board in the exercise
             of its reasonable judgment.

        6.   Termination  of  Service.   An  Option  shall  terminate  upon  the
   termination, for any reason, of the Optionee's directorship with the Company,
   and  no  shares  may thereafter  be  purchased  under such  Option  except as
   follows:




                                        -5-

             (a)  Upon  retirement as a director  of the Company  after at least
        six years  of service, each unexpired Option held by the Optionee shall,
        to the extent otherwise exercisable on such date, remain exercisable, in
        whole  or  in part,  for  a period  of  three (3)  years  following such
        retirement.

             (b)  Upon  termination of service as  a director of  the Company by
        reason  of  death  or disability,  each  unexpired  Option  held by  the
        Optionee,   or  in  the   case  of  death,   the  Optionee's  executors,
        administrators,  heirs or distributors, as the case may be, shall become
        immediately  exercisable and  shall remain  exercisable, in whole  or in
        part,   for  a  period  of  three  (3)  years  after  such  termination.
        Disability shall mean an inability as determined by the Board to perform
        duties  and  services as  a  director  of the  Company  by  reason of  a
        medically  determinable  physical  or mental  impairment,  supported  by
        medical evidence, which can be expected to last  for a continuous period
        of not less than six (6) months.

             In   the  event   any  Option  is   exercised  by   the  executors,
   administrators, heirs or distributees  of the estate of a  deceased Optionee,
   the Company shall  be under no  obligation to  issue Common Stock  thereunder
   unless and  until  the  Company  is satisfied  that  the  person  or  persons
   exercising  the Option  are the  duly appointed  legal representative  of the
   deceased Optionee's estate or the proper legatees or distributees thereof.

             In no event,  however, may an Option be exercised  (i) prior to the
   expiration  of six (6) months from the  date of grant, or (ii) after ten (10)
   years from the date it was granted.

        7.   Change in Control.  (a)  Notwithstanding  other  provisions of  the
   Plan, but subject to Section 6 and 7(c), in  the event of a change in control
   of  the Company,  (i) all of  the Optionee's  then outstanding  Options shall
   immediately become exercisable,  and (ii) each Optionee shall have  the right
   within  one (1)  year  after  such  event  to exercise  the  Option  in  full
   notwithstanding any limitation or  restriction in any Option Agreement  or in
   the Plan.





                                        -6-

             (b)  For purposes of this Section 7, a "change in control" shall be
        deemed to have occurred if at any time on or after March 15, 1994:

                  (1)  there shall be consummated

                       (i)  any consolidation or merger  of the Company in which
                       the  Company   is   not  the   continuing  or   surviving
                       corporation  or pursuant  to which  any shares  of Common
                       Stock are to be converted into cash,  securities or other
                       property, provided  that the  consolidation or  merger is
                       not   with  a   corporation  which  was   a  wholly-owned
                       subsidiary   of  the   Company  immediately   before  the
                       consolidation or merger; or

                       (ii)  any sale, lease, exchange or other transfer (in one
                       transaction or a series  of related transactions) of all,
                       or substantially all, of the assets of the Company; or

                  (2)  the  stockholders  of the  Company  approve  any plan  or
                  proposal for the liquidation or dissolution of the Company; or

                  (3)  any  "person,"  including  a  "group"  as  determined  in
                  accordance  with Sections  13(d) and  14(d) of  the Securities
                  Exchange Act of 1934, as amended ("Exchange Act"), becomes the
                  beneficial  owner (within the meaning  of Rule 13d-3 under the
                  Exchange Act), directly or  indirectly, of 33% or more  of the
                  combined voting power of the Company's then outstanding Common
                  Stock,  provided  that  such  person,  immediately  before  it
                  becomes  such 33%  or  more beneficial  owner,  is not  (i)  a
                  wholly-owned subsidiary of the  Company or (ii) an individual,
                  or a  spouse or a child  of such individual, that  on March 1,
                  1994, owned greater than  20% of the combined voting  power of
                  such Common  Stock,  or (iii)  a  trust, foundation  or  other
                  entity controlled by an individual or individuals described in
                  Section 7(b)(3)(ii); or

                  (4)  individuals  who constitute  the Board  on March  1, 1994
                  (the "Incumbent  Board") cease for any reason to constitute at



                                        -7-

                  least a majority thereof, provided that any person becoming  a
                  director  subsequent  to March  1,  1994,  whose election,  or
                  nomination  for election  by the  Company's shareholders,  was
                  approved by a vote of at least three quarters of the directors
                  comprising  the Incumbent Board (either by  a specific vote or
                  by approval of  the proxy  statement of the  Company in  which
                  such person  is  named  as a  nominee  for  director,  without
                  objection to such  nomination) shall be, for  purposes of this
                  clause  (4), considered as though such person were a member of
                  the Incumbent Board.

             (c)  In no event, however, may any Option be exercised (i) prior to
        the  expiration of six (6) months from  the date of grant, or (ii) after
        ten (10) years from the date it was granted.  

        8.   Adjustment in  the Event  of  Change in  Stock.   In  the event  of
   changes in  the outstanding Common  Stock of the  Company by reason  of stock
   dividends,   reverse   split,   subdivision,    recapitalizations,   mergers,
   consolidations  (whether  or not  the  Company is  a  surviving corporation),
   split-ups,   combinations   or   exchanges  of   shares,   reorganization  or
   liquidation, an extraordinary dividend  payable in cash or property,  and the
   like, the aggregate number and class of shares available under  the Plan, and
   the  number,  class and  the  price  of shares  of  Common  Stock subject  to
   outstanding Options  shall  be appropriately  adjusted  by the  Board,  whose
   determination shall be conclusive.

        9.   Administration.  The Plan shall be administered by  the Board.  The
   Board shall have all the  powers vested in it by the terms of  the Plan, such
   powers to  include authority  (within the  limitations  described herein)  to
   prescribe the form of all Option Agreements.  The Board shall, subject to the
   provisions of the Plan, grant Options under the Plan and shall have the power
   to construe the  Plan, to determine all  questions arising thereunder and  to
   adopt and amend such rules and regulations for the administration of the Plan
   as it may deem desirable.  Any decision of the Board in the administration of
   the Plan, as described herein,  shall be final and conclusive.  The Board may
   act only  by a majority  of its  members in office,  except that the  members
   thereof may authorize any one or more of their number or the secretary or any




                                        -8-

   other officer  of the Company to  execute and deliver documents  on behalf of
   the Board.

        10.  Miscellaneous Provisions.  (a)  Except as expressly provided for in
   the Plan, no  director or other person  shall have any  claim or right to  be
   granted an Option  under the Plan.   Neither  the Plan nor  any action  taken
   hereunder shall be construed as giving any Eligible Director any  right to be
   retained in the service of the Company as a director or otherwise.

             (b)  An  Optionee's rights and interest  under the Plan  may not be
        assigned  or transferred  in  whole or  in  part either  directly or  by
        operation of  law or  otherwise (except in  the event  of an  Optionee's
        death, by  will or the laws of descent and distribution), including, but
        not  by way  of  limitation, execution,  levy, garnishment,  attachment,
        pledge, bankruptcy or in any other manner, and no such right or interest
        of any participant  in the Plan  shall be subject  to any obligation  or
        liability of such participant.

             (c)  It shall be  a condition to the  obligation of the  Company to
        issue  shares of  Common  Stock  upon exercise  of  an  Option that  the
        Optionee  (or  any beneficiary  or person  entitled to  act) pay  to the
        Company,  upon its demand, such amount,  in cash and/or Common Stock, as
        may be  requested  by the  Company  for the  purpose  of satisfying  any
        liability to withhold federal,  state, local or foreign income  or other
        taxes; provided, however, that such withholding obligation may be met by
        the withholding of Common Stock otherwise deliverable to the Optionee in
        accordance with such procedures  as may be adopted by the Board.  If the
        amount requested is  not paid, the  Company may refuse  to issue  Common
        Stock shares.

             (d)  The expenses of the Plan shall be borne by the Company.

             (e)  The Plan shall be unfunded.  The Company shall not be required
        to  establish  any  special  or  separate  fund  or  to  make  any other
        segregation of  assets to assure the issuance of shares upon exercise of
        any  Option  under the  Plan and  issuance  of shares  upon  exercise of
        Options  shall be  subordinate to  the claims  of the  Company's general




                                        -9-

        creditors.  Proceeds from the sale of shares pursuant to Options however
        shall constitute general funds of the Company.

             (f)  By  accepting any Option or other benefit under the Plan, each
        Optionee and each person claiming under or through  such person shall be
        conclusively deemed  to have indicated his  acceptance and ratification,
        and consent to, any  action taken under the  Plan by the Company  or the
        Board.

             (g)  An Optionee shall  have no  voting rights or  other rights  of
        stockholders with respect to shares which are subject to  an Option, nor
        shall  cash dividends  accrue or  be  payable with  respect to  any such
        shares.

             (h)  The Plan shall be governed by and construed in accordance with
        the laws of the State of Delaware.

             (i)  No fractional shares shall  be issued upon the exercise  of an
        Option.   If  a fractional share  shall become  subject to  an Option by
        reason  of a  stock dividend  or otherwise,  the Optionee  shall not  be
        entitled to exercise the Option with respect to such fractional share.

             (j)  It  is the intent  of the Company  that this Plan  and Options
        hereunder satisfy, and  be interpreted  in a manner  that satisfies  the
        applicable  requirements  of Rule  16b-3 of  the  Exchange Act,  so that
        Optionees  will be  entitled to  the benefits  of Rule  16b-3, or  other
        exemptive rules  under Section 16 of  the Exchange Act, and  will not be
        subjected to avoidable liability  thereunder.  If any provision  of this
        Plan or of any  Option award would otherwise frustrate  or conflict with
        the intent expressed in this Section  10j, that provision to the  extent
        possible shall  be interpreted and  deemed amended  so as to  avoid such
        conflict.  To the  extent of any remaining irreconcilable  conflict with
        such intent, such provisions shall be deemed void.

        11.  Amendment or Discontinuance.  The  Plan may be amended at  any time
   and  from time  to  time by  the  Board as  the  Board  shall deem  advisable
   including,  but  not  limited to  amendments  necessary  to  qualify for  any
   exemption or to comply with applicable law or regulations, provided, however,



                                        -10-

   that except  as  provided in  Section 8  above, the  Board  may not,  without
   further approval by  the shareholders  of the Company,  increase the  maximum
   number of shares of Common Stock as to which Options may be granted under the
   Plan,  increase the number of shares subject  to an Option, reduce the Option
   exercise  price described  in  Section 5(a), extend  the period  during which
   Options  may be granted or  exercised under the  Plan or change  the class of
   persons eligible  to receive Options under  the Plan; it being  the intent to
   include  in  this proviso  any  amendment  that  would  have  the  effect  of
   materially  increasing the benefits accruing to Optionees under the Plan, and
   provided,  further, that the Plan  provisions affecting the  amount of Common
   Stock to  be awarded Eligible  Directors, the timing  of those awards  or the
   determination  of those eligible  to receive such  awards may not  be amended
   more than once  every six months, other than  to comport with changes  in the
   Code, the Employee Retirement Security Act  of 1974, as amended, or the rules
   thereunder.    Notwithstanding  the  proviso  to  the  immediately  preceding
   sentence,  to the  extent that,  in the  opinion of  counsel to  the Company,
   stockholder approval  of an amendment to  the Plan is not  required under the
   Exchange Act (including the rules and regulations promulgated thereunder), in
   order  for the  Options under  the Plan  to continue  to  be exempt  from the
   operation of Section 16(b) of the Exchange Act, such amendment may be made by
   the  Board  acting alone.   No  amendment of  the  Plan shall  materially and
   adversely  affect any  right  of any  Optionee  with  respect to  any  Option
   theretofore granted without such Optionee's written consent.

        12.  Limits of  Liability.   (a)   Any  liability of  the  Company or  a
   subsidiary to any participant with respect  to an Option award shall be based
   solely  upon contractual  obligations  created by  the  Plan and  the  Option
   Agreement.

             (b)  Neither  the Company nor a  subsidiary, nor any  member of the
        Board,  nor any other person  participating in any  determination of any
        question under  the Plan, or  in the  interpretation, administration  or
        application of the Plan, shall  have any liability to any party  for any
        action taken or  not taken in  connection with the  Plan, except as  may
        expressly be provided by statute.

        13.  Termination.  This  Plan shall  terminate upon the  earlier of  the
   following dates or events to occur:



                                        -11-

             (a)  upon the adoption of a resolution of the Board terminating the
        Plan; or

             (b)  ten  years from the date of adoption  of the Plan by the Board
        of Directors.

   No  such termination  of this Plan  shall affect  the rights  of any Optionee
   hereunder  and all  Options previously  granted hereunder  shall continue  in
   force and  in operation after termination of the  Plan, except as they may be
   otherwise terminated in accordance with the terms of the Plan.































                                        -12-

                                                     APPENDIX F 

                                 BURNUP & SIMS INC.
                             1994 STOCK INCENTIVE PLAN

        1.   Purpose.    The  purpose  of  the Burnup  &  Sims  Inc.  1994 Stock
   Incentive Plan (the "Plan") is to increase the interest of the executives and
   other key salaried employees of Burnup & Sims Inc. (the "Company") and of its
   subsidiaries in the Company's business through the added incentive created by
   the opportunity afforded for stock ownership under the Plan.  Such  ownership
   will provide such employees with a further stake in the future welfare of the
   Company, and encourage them  to remain with the Company and its subsidiaries.
   It is  also expected that the  Plan will encourage qualified  persons to seek
   and accept employment with the Company and its subsidiaries.  Pursuant to the
   Plan, such employees will be offered the opportunity to acquire  common stock
   through the grant of options,  the award of restricted stock under  the Plan,
   bonuses payable in stock or a combination thereof.

             As used herein,  the term  "subsidiary" shall mean  any present  or
   future corporation  which is or  would be a  "subsidiary corporation"  of the
   Company as the term is defined in Section 424(f) of the Internal Revenue Code
   of 1986, as amended from time to time (the "Code").

        2.   Administration of the Plan.  The Plan shall  be administered by the
   Compensation  Committee (the "Committee") as  appointed from time  to time by
   the Board of  Directors of the  Company (the "Board"), which  Committee shall
   consist  of  not less  than  three (3)  members  of the  Board  and shall  be
   constituted  so as  to permit  the  Plan to  comply  with the  administration
   requirements of Rule 16b-3(c)(2)(i)  of the Securities Exchange Act  of 1934,
   as it may  be amended from  time to  time (the "Exchange  Act"), and  Section
   162(m)(4)(C) of the Code.   A majority of the members of  the Committee shall
   constitute a  quorum.  The  vote of a  majority of a  quorum shall constitute
   action by the Committee. 

             In  administering the  Plan,  the  Committee  may adopt  rules  and
   regulations for carrying out the Plan.  The  interpretation and decision with
   regard to any question arising under the Plan made by the Committee  shall be
   final and  conclusive on all  employees of the  Company and its  subsidiaries
   participating  or eligible  to participate  in the  Plan.  The  Committee may
   consult with counsel,  who may be  of counsel to  the Company, and  shall not

   incur  any liability for any action taken  in good faith in reliance upon the
   advice of counsel.  The Committee  shall determine the employees to whom, and
   the time or times  at which, grants or awards shall be made and the number of
   shares to be included in the grants or awards.  Within the limitations of the
   Plan, the number  of shares for  which options will  be granted from time  to
   time  and  the periods  for which  the options  will  be outstanding  will be
   determined by the Committee.

             Each option or  stock or other awards granted pursuant  to the Plan
   shall  be  evidenced  by   an  Option  Agreement  or  Award   Agreement  (the
   "Agreement").  The  Agreement shall not be a precondition  to the granting of
   options or  stock or other awards;  however, no person shall  have any rights
   under any  option or stock or other awards granted  under the Plan unless and
   until the  optionee to whom such  option or stock  or other award  shall have
   been granted shall  have executed and delivered to the  Company an Agreement.
   The  Committee shall prescribe the form of  all Agreements.  A fully executed
   original  of the  Agreement shall  be provided  to both  the Company  and the
   optionee.  

             It is the  intent of the Company that this  Plan and options, stock
   and other awards hereunder satisfy,  and be interpreted in a manner  that, in
   the case of employees who  have been granted an option or awarded stock under
   the Plan  ("Participants") who are  or may  be subject to  Section 16 of  the
   Exchange Act ("Insiders"), satisfies the applicable requirements of Rule 16b-
   3 of the Exchange Act, so that such persons will be  entitled to the benefits
   of Rule  16b-3, or other exemptive rules under such  Section 16, and will not
   be  subjected to avoidable  liability thereunder.   If any  provision of this
   Plan  or of  any option, stock  or other  award would  otherwise frustrate or
   conflict with the  intent expressed in this Section 2,  that provision to the
   extent possible shall be interpreted  and deemed amended so as to  avoid such
   conflict.  To  the extent of any remaining irreconcilable  conflict with such
   intent, such provision shall be deemed void as applicable to Insiders.

        3.   Shares of Stock Subject to the Plan.  The  total  number of  shares
   that may be optioned or awarded under the Plan is 800,000 shares of the $0.10
   par value common stock of  the Company (the "Common Stock") of  which 200,000
   shares may be awarded as restricted stock, except that said numbers of shares
   shall be  adjusted as provided in  Paragraph 13.  No  employee shall receive,

   

                                        -2-

   over  the term of the Plan, awards  in the form of options, whether incentive
   stock options or options other than incentive stock options, to purchase more
   than 200,000 shares of  Common Stock.  Any shares subject to  an option which
   for any reason expires or is  terminated unexercised and any restricted stock
   which is forfeited may again be optioned or awarded under the Plan; provided,
   however, that  forfeited shares shall not be  available for further awards if
   the employee has realized any benefits of ownership from such shares.  Shares
   subject to  the Plan may be  either authorized and unissued  shares or issued
   shares acquired by the Company or its subsidiaries.

        4.   Eligibility.   Key salaried  employees, including officers,  of the
   Company  and  its subsidiaries  (but  excluding  non-employee directors)  are
   eligible to  be granted options and  awarded restricted stock  under the Plan
   and to have their  bonuses payable in stock.  The employees who shall receive
   awards or options  under the Plan shall be selected from  time to time by the
   Committee,  in its sole  discretion, from among those  eligible, which may be
   based  upon  information   furnished  to  the  Committee   by  the  Company's
   management,  and the Committee shall  determine, in its  sole discretion, the
   number of shares to  be covered by the award  or awards and by the  option or
   options granted to each such employee selected.

        5.   Duration of the Plan.  No award or option  may be granted under the
   Plan after January 31,  2004, but awards  or options theretofore granted  may
   extend beyond that date.

        6.   Terms and Conditions of Stock Options.  All  options granted  under
   this Plan  shall be either incentive stock options, as defined in Section 422
   of the Code, or options other than incentive stock options.  Each such option
   shall be subject to all the  applicable provisions of the Plan, including the
   following terms and  conditions, and to such  other terms and  conditions not
   inconsistent therewith as the Committee shall determine.

             (a)   The  option  price  per share  shall  be  determined  by  the
        Committee.   However,  subject to  Paragraph 6(k),  the option  price of
        incentive stock options and other than incentive stock options shall not
        be less than 100% of the fair market value of a share of Common Stock at
        the time  the option is  granted.   For purposes of  the Plan,  the fair
        market value shall be the mean between the bid and asked prices at which

   

                                        -3-

        the  Common  Stock  is quoted  in  the  over-the-counter  market on  the
        relevant date  as reported by  NASDAQ or any  successor thereto.   If no
        such quotations are available on such date, the most recent date, within
        a reasonable time,  upon which  such quotations are  available shall  be
        used.   If at  any  time Common  Stock shall  be  listed on  a  national
        securities exchange, the mean  between the highest and lowest  prices at
        which the Common Stock is traded on such  exchange on such date shall be
        used.  If  there is no sale of the Common  Stock on such exchange on the
        date the option is granted, the mean between the bid and asked prices on
        such exchange at the close of the market on such date shall be deemed to
        be the fair market value of the Common Stock.

             (b)   Each incentive stock  option shall be  exercisable during and
        over such period ending  not later than ten years, or such later date as
        may be allowable under the Code, from the date it was granted, as may be
        determined  by the Committee  and stated in  the Agreement.   Each other
        option  shall  be exercisable  during  and over  such  period as  may be
        determined by the Committee and stated in the Agreement.

             (c)  All options  shall become exercisable over a  five-year period
        in equal increments  of 20% per year  beginning twelve months after  the
        date of grant.   An option shall  not be exercisable  with respect to  a
        fractional share of Common Stock or  with respect to the lesser of fifty
        (50) shares or the full number of shares then subject to the option.  No
        fractional  shares of Common Stock shall be  issued upon the exercise of
        an option.   If a fractional share of Common  Stock shall become subject
        to an  option by reason of  a stock dividend or  otherwise, the optionee
        shall  not  be entitled  to  exercise the  option  with respect  to such
        fractional share.

             (d)  Each option shall state whether it will or will not be treated
        as an incentive stock option.

             (e)   Each option may be exercised  by giving written notice to the
        Company specifying  the number of shares to be purchased, which shall be
        accompanied by  payment  in full  including  applicable taxes,  if  any.
        Payment, except as provided in the Agreement, shall be


   

                                        -4-

                  (A)  in United States dollars by check or bank draft, or

                  (B)  by tendering  to the Company Common Stock  shares already
             owned by the person exercising the option, which may include shares
             received as  the  result of  a prior  exercise of  the option,  and
             having a fair market value, as determined in Paragraph 6(a), on the
             date  on which the option  is exercised equal  to the cash exercise
             price applicable to such option.

                  (C)   by  a combination  of United  States dollars  and Common
             Stock shares as aforesaid, or

                  (D)    in accordance  with a  cashless exercise  program under
             which, if so instructed by the optionee, shares of Common Stock may
             be  issued directly to the optionee's broker or dealer upon receipt
             of the purchase price in cash from the broker or dealer.  

             No optionee shall have any rights to dividends or other rights of a
        shareholder with respect to shares of Common Stock subject to his or her
        option until he or  she has given written  notice of exercise of  his or
        her option and paid in full for such shares.

             (f)   Notwithstanding the foregoing, the Committee may, in its sole
        discretion,  grant  to a  grantee of  an  option the  right (hereinafter
        referred to as  a "stock  appreciation right") to  elect, in the  manner
        described below, in  lieu of exercising his or  her option for all  or a
        portion of  the  shares of  Common  Stock  covered by  such  option,  to
        relinquish his or her option with  respect to any or all of  such shares
        and  to receive from the  Company a payment having a  value equal to the
        amount by which  (a) the fair market  value, as determined  in Paragraph
        6(a),  of a  share  of  Common  Stock  on the  date  of  such  election,
        multiplied by  the number of shares  as to which the  grantee shall have
        made such election, exceeds (b) the total purchase price for that number
        of shares of Common Stock under the terms of such option.  A grantee who
        makes such an election shall  receive payment in the sole  discretion of
        the Committee (i) in cash equal to  such excess; or (ii) in the  nearest
        whole  number  of shares  of  Common  Stock  of  the Company  having  an
        aggregate value which is not greater than the  cash amount calculated in

   

                                        -5-

        (i) above;  or (iii)  a combination  of (i)  and (ii)  above.   A  stock
        appreciation  right may be exercised  only when the  amount described in
        (a)  above exceeds the  amount described in  (b) above.   An election to
        exercise stock appreciation rights shall be  deemed to have been made on
        the day written notice of such election, addressed  to the Committee, is
        received  at the Company's offices  at One North  University Drive, Fort
        Lauderdale,  Florida 33324.    An option  or  any portion  thereof  with
        respect  to  which  a   grantee  has  elected  to  exercise   the  stock
        appreciation rights described above shall be surrendered  to the Company
        and  such option  shall thereafter remain  exercisable according  to its
        terms only with respect  to the number  of shares as  to which it  would
        otherwise  be exercisable,  less the  number of  shares with  respect to
        which  stock appreciation  rights have been  exercised.  The  grant of a
        stock appreciation right shall be evidenced by such form of Agreement as
        the   Committee  may   prescribe.     The  Agreement   evidencing  stock
        appreciation  rights shall be personal  and will provide  that they will
        not be transferable by the grantee otherwise than by will or the laws of
        descent and distribution and  that they will be exercisable,  during the
        lifetime of the grantee, only by him.

             (g)   An option may  be exercised only  if at all  times during the
        period beginning with the date of the granting of the  option and ending
        on the date of such exercise, the grantee was an  employee of either the
        Company or  of a  subsidiary of  the Company or  of another  corporation
        referred to in  Section 421(a)(2)  of the Code,  unless such  continuous
        employment  is terminated  by such  employer, or  by retirement  under a
        retirement  plan of the Company or a subsidiary, or otherwise terminated
        with the written consent of the employer.  If such continuous employment
        is so terminated, the option may also be exercised within a period to be
        provided in  the Agreement  with the grantee  not to exceed  three years
        after such termination of  continuous employment, but in no  event later
        than the termination date of the  option.  If the grantee should die  or
        become  permanently disabled as determined by the Committee, at any time
        when the option, or  any portion thereof,  shall be exercisable by  him,
        the  option will  be exercisable  within a  period  provided for  in the
        Agreement with  the grantee of the option, not to exceed the three years
        next succeeding his or her termination of employment on account of death
        or  permanent disability, by  the optionee or person  or persons to whom

   

                                        -6-

        his or her  rights under the option shall have passed  by will or by the
        laws of descent and distribution, but  in no event at a date  later than
        the  termination of  the  option.   The  Committee may  require  medical
        evidence  of  permanent disability,  including  medical examinations  by
        physicians selected by it.

             (h)  The  option by its  terms shall be personal  and shall not  be
        transferable by  the optionee otherwise than  by will or by  the laws of
        descent  and  distribution.   During the  lifetime  of an  optionee, the
        option  shall be  exercisable only by  the optionee.   In  the event any
        option  is   exercised  by  the  executors,   administrators,  heirs  or
        distributees of the estate of a deceased optionee, the Company shall  be
        under  no obligation to issue  Common Stock thereunder  unless and until
        the  Company  is satisfied  that the  person  or persons  exercising the
        option are  the  duly appointed  legal  representative of  the  deceased
        optionee's estate or the proper legatees or distributees thereof.

             (i)  Notwithstanding any intent  to grant incentive stock  options,
        an option granted  will not be considered  an incentive stock  option to
        the extent that  it together  with any earlier  incentive stock  options
        permits  the exercise for  the first time  in any calendar  year of more
        than  $100,000 in  value  of Common  Stock  (determined at  the time  of
        grant).

             (j)   The Committee may,  but need not,  require such consideration
        from  an  optionee  at the  time  of  granting  an  option as  it  shall
        determine,  either in lieu  of, or  in addition  to, the  limitations on
        exercisability provided in Paragraph 6(c).

             (k)   No incentive stock option shall be granted to an employee who
        owns or would own immediately before  the grant of such option, directly
        or  indirectly, stock  possessing more  than 10%  of the  total combined
        voting power of all classes  of stock of the Company.   This restriction
        does  not apply if, at the time  such incentive stock option is granted,
        the option price is at least 110% of the  fair market value of one share
        of Common Stock, as determined  in Paragraph 6(a), on the date  of grant
        and the incentive stock option by its terms is not exercisable after the
        expiration of five years from the date of grant.

   

                                        -7-

        7.   Terms and Conditions  of Restricted  Stock Awards.   All awards  of
   restricted stock  under the  Plan  shall be  subject  to all  the  applicable
   provisions of the Plan,  including the following terms and conditions, and to
   such  other terms and conditions not inconsistent therewith, as the Committee
   shall determine.

             (a)  Awards of restricted stock may be in addition to or in lieu of
        option grants.

             (b)  During a period set by the Committee at the time of each award
        of restricted  stock (the "restriction period"), the recipient shall not
        be permitted  to sell,  transfer, pledge, or  assign the  shares of  re-
        stricted stock;  except that  such  shares may  be  used, if  the  award
        permits, to  pay the option price  of any option granted  under the Plan
        provided an equal number of shares delivered to the optionee shall carry
        the same restrictions as the shares so used.

             (c)     Shares  of  restricted  stock  shall  become  free  of  all
        restrictions  if  the recipient  dies  or his  employment  terminates by
        reason of permanent disability,  as determined by the Committee,  during
        the restriction  period and, to the  extent set by the  Committee at the
        time of the award or later, if the recipient retires  under a retirement
        plan of the  Company or a subsidiary during such  period.  The Committee
        may require medical evidence  of permanent disability, including medical
        examinations  by physicians selected by it.  If the Committee determines
        that any such recipient is not  permanently disabled or that a retiree's
        restricted stock is not  to become free of restrictions,  the restricted
        stock held  by either  such  recipient, as  the case  may  be, shall  be
        forfeited and revert to the Company.

             (d)   Shares of restricted stock  shall be forfeited and  revert to
        the Company  upon the recipient's  termination of employment  during the
        restriction period for any reason other than death, permanent disability
        or,  to the  extent  determined by  the  Committee, retirement  under  a
        retirement plan of the Company or  a subsidiary except to the extent the
        Committee,  in its sole discretion, finds that such forfeiture might not
        be in the  best interest of  the Company and,  therefore, waives all  or


   

                                        -8-

        part of the  application of this provision to  the restricted stock held
        by such recipient.

             (e)  Stock certificates for restricted stock shall be registered in
        the  name of  the  recipient but  shall  be appropriately  legended  and
        returned to  the Company by the recipient,  together with a stock power,
        endorsed in blank by the recipient.  The recipient shall  be entitled to
        vote shares of restricted stock and  shall be entitled to all  dividends
        paid  thereon, except  that  dividends paid  in  Common Stock  or  other
        property shall also be subject to the same restrictions.

             (f)    Restricted   stock  shall  become  free   of  the  foregoing
        restrictions upon  expiration of  the applicable restriction  period and
        the  Company shall  deliver  Common Stock  certificates evidencing  such
        stock.

        8.   Bonuses  Payable in  Stock.   In  lieu  of cash  bonuses  otherwise
   payable under the Company's compensation  practices to employees eligible  to
   participate in the Plan, the Committee, in its sole discretion, may determine
   that such bonuses shall be  payable in stock or partly in stock and partly in
   cash.   Such  bonuses  shall  be  in  consideration  of  services  previously
   performed and  as an incentive  toward future services  and shall  consist of
   shares of  Common Stock free  of any restrictions  imposed by the Plan.   The
   number of shares of  Common Stock payable in lieu of an  amount of each bonus
   otherwise payable shall  be determined  by dividing such  amount by the  fair
   market value of one share  of Common Stock on the date the  bonus is payable,
   with  fair  market  value  determined as  of  such  date  in  accordance with
   Paragraph 6(a).

        9.   Change in Control.  (a)  In the event of a change in control of the
   Company, in addition to any action required or authorized by the  terms of an
   Agreement,  the Committee  may, in  its sole  discretion, recommend  that the
   Board take any of the  following actions as a result, or  in anticipation, of
   any such event to assure fair and equitable treatment of Participants:

             (i)    accelerate  time periods  for  purposes  of  vesting in,  or
        realizing gain  from, any  outstanding  option or  shares of  restricted
        stock made pursuant to this Plan;

   

                                        -9-

             (ii)    offer  to purchase  any  outstanding  option  or shares  of
        restricted stock  made pursuant  to this  Plan from the  holder for  its
        equivalent cash value, as determined by the Committee, as of the date of
        the change in control; or

             (iii)   make adjustments or modifications to outstanding options or
        with respect to restricted  stock as the Committee deems  appropriate to
        maintain  and  protect the  rights  and  interests of  the  Participants
        following such change in control.

             Any  such  action approved  by the  Board  shall be  conclusive and
   binding on the Company and all Participants.

             (b)  For purposes of this Section 9, a "change in control" shall be
   deemed to have occurred if at any time on or after March 15, 1994:

                  (1)  there shall be consummated

                       (i)   any consolidation or merger of the Company in which
                  the Company  is not the continuing or surviving corporation or
                  pursuant  to  which  any shares  of  Common  Stock  are to  be
                  converted into  cash, securities  or other  property, provided
                  that the  consolidation or merger  is not  with a  corporation
                  which was a wholly-owned subsidiary of the Company immediately
                  before the consolidation or merger; or

                       (ii)  any sale, lease, exchange or other transfer (in one
                  transaction or a  series of related  transactions) of all,  or
                  substantially all, of the assets of the Company; or

                  (2)    the stockholders  of the  Company  approve any  plan or
             proposal for the liquidation or dissolution of the Company; or

                  (3)   any  "person,"  including a  "group"  as  determined  in
             accordance  with Sections  13(d)  and 14(d)  of  the Exchange  Act,
             becomes the  beneficial  owner (within  the meaning  of Rule  13d-3
             under the Exchange Act), directly or  indirectly, of 33% or more of
             the combined  voting power of the Company's then outstanding Common

   

                                        -10-

             Stock,  provided that  such person,  immediately before  it becomes
             such 33%  beneficial owner, is not (i) a wholly-owned subsidiary of
             the Company, (ii) an  individual, or  a spouse or  a child of  such
             individual, that  on March 1, 1994,  owned greater than 20%  of the
             combined  voting power  of  such Common  Stock,  or (iii) a  trust,
             foundation  or   other  entity  controlled  by   an  individual  or
             individuals described in Section 9(b)(3)(ii); or

                  (4)  individuals  who constitute  the Board on  March 1,  1994
             (the "Incumbent  Board"), cease  for  any reason  to constitute  at
             least  a majority  thereof,  provided that  any  person becoming  a
             director subsequent to March 1, 1994, whose election, or nomination
             for  election by the Company's shareholders, was approved by a vote
             of  at  least  three  quarters  of  the  directors  comprising  the
             Incumbent Board  (either by a specific  vote or by approval  of the
             proxy  statement of the Company in which  such person is named as a
             nominee for  director, without objection to  such nomination) shall
             be,  for purposes  of this  clause (4),  considered as  though such
             person were a member of the Incumbent Board.

             (c)  In no event, however, may (1) any Option be exercised prior to
   the  expiration  of six  (6)  months  from the  date  of grant,  or  (ii) any
   incentive stock option be exercised after ten (10) years from the date it was
   granted.

        10.  Transfer, Leave of Absence.  For the  purpose of  the Plan:   (a) a
   transfer of an employee  from the Company to a subsidiary or affiliate of the
   Company, whether  or not incorporated, or vice  versa, or from one subsidiary
   or  affiliate of the  Company to  another, and (b)  a leave  of absence, duly
   authorized in  writing by the  Company or  a subsidiary or  affiliate of  the
   Company, shall not be deemed a termination of employment.

        11.  Rights of Employees.  (a)    No person  shall  have  any rights  or
   claims under the Plan except in accordance with the provisions of the Plan.

             (b)   Nothing contained in  the Plan  shall be deemed  to give  any
   employee the  right to  be retained  in the  service  of the  Company or  its
   subsidiaries.

   

                                        -11-

        12.  Tax Withholding Obligations.  (a)   The payment  of taxes,  if any,
   upon the exercise of an option  pursuant to Paragraph 6(e) or a  stock appre-
   ciation right pursuant  to Paragraph 6(f),  shall be in  cash at the  time of
   exercise or  on the  applicable tax  date under  Section 83  of the  Code, if
   later;  provided,  however, tax  withholding obligations  may  be met  by the
   withholding of Common Stock otherwise deliverable to the optionee pursuant to
   procedures approved by the Committee.

             (b)  Recipients of restricted stock, pursuant to Paragraph 7, shall
   be required  to pay taxes to  the Company upon the  expiration of restriction
   periods or  such earlier dates as elected pursuant to Section 83 of the Code;
   provided,  however, tax withholding obligations may be met by the withholding
   of Common Stock otherwise deliverable to the recipient pursuant to procedures
   approved by the Committee.   In no event  shall Common Stock be delivered  to
   any  awardee until  he has  paid to  the Company  in cash  the amount  of tax
   required to be withheld by the Company or has elected to have his withholding
   obligations met by  the withholding of  Common Stock in  accordance with  the
   procedures approved by the  Committee or otherwise entered into  an agreement
   satisfactory to the Company providing for payment of withholding tax.

             (c)  The  Company shall withhold from  any cash bonus described  in
   Paragraph  8, an  amount  of cash  sufficient  to  meet its  tax  withholding
   obligations.

        13.  Changes in Capital.  Upon changes in  the outstanding Common  Stock
   by  reason  of a  stock dividend,  stock  split, reverse  split, subdivision,
   recapitalization, merger,  consolidation  (whether or  not the  Company is  a
   surviving  corporation),  an  extraordinary   dividend  payable  in  cash  or
   property, combination  or exchange  of shares, separation,  reorganization or
   liquidation, the aggregate  number and  class of shares  available under  the
   Plan  as to  which stock  options and  restricted stock  may be  awarded, the
   number and class of shares under  each option and the option price per  share
   shall  be correspondingly adjusted by  the Committee, such  adjustments to be
   made in the  case of outstanding  options without change  in the total  price
   applicable to such options.

        14.  Miscellaneous Provisions.  (a)   The Plan  shall be unfunded.   The
   Company shall not be required to establish any special or separate fund or to

   

                                        -12-

   make any  other segregation of assets  to assure the issuance  of shares upon
   exercise of any option under the Plan and issuance of shares upon exercise of
   options  shall  be  subordinate  to  the  claims  of  the  Company's  general
   creditors.  Proceeds from the sale of  shares of Common Stock pursuant to op-
   tions granted under this Plan shall constitute general  funds of the Company.
   The expenses of the Plan shall be borne by the Company.

             (b)  It is understood that the Committee may, at any time and  from
   time to time after the granting of an option or the award of restricted stock
   or  bonuses payable in Common Stock hereunder, specify such additional terms,
   conditions and  restrictions with respect to  such option or stock  as may be
   deemed  necessary  or  appropriate to  ensure  compliance  with  any and  all
   applicable  laws,  including, but  not  limited to,  terms,  restrictions and
   conditions  for compliance with federal and state securities laws and methods
   of withholding or providing for the payment of required taxes.

             (c)    If  at  any  time  the  Committee  shall  determine, in  its
   discretion, that  the  listing, registration  or qualification  of shares  of
   Common  Stock upon  any national  securities exchange  or under any  state or
   federal law, or the consent or  approval of any governmental regulatory body,
   is necessary or desirable as a condition of, or in connection with, the  sale
   or  purchase  of  shares  of  Common  Stock  hereunder,  no option  or  stock
   appreciation right may be exercised or restricted stock or stock bonus may be
   transferred in  whole or in part unless and until such listing, registration,
   qualification, consent or approval  shall have been effected or  obtained, or
   otherwise  provided for,  free  of  any  conditions  not  acceptable  to  the
   Committee in the exercise of its reasonable judgment.

             (d)   By accepting any benefit under the Plan, each Participant and
   each  person  claiming under  or through  such  person shall  be conclusively
   deemed to have indicated his acceptance and ratification, and consent to, any
   action taken under the Plan by the Committee, the Company or the Board.

             (e)  The Plan shall be governed by and construed in accordance with
   the laws of the State of Delaware.

        15.  Limits of  Liability.   (a)   Any  liability of  the  Company or  a
   subsidiary of  the Company to  any Participant with  respect to an  option or

   

                                        -13-

   stock  or  other award  shall be  based  solely upon  contractual obligations
   created by the Plan and the Agreement.

             (b)   Neither the Company nor a  subsidiary of the Company, nor any
   member of the  Committee or the Board, nor any  other person participating in
   any determination  of any question under the  Plan, or in the interpretation,
   administration  or application of the  Plan, shall have  any liability to any
   party for any  action taken or not taken in connection  with the Plan, except
   as may expressly be provided by statute.

        16.  Amendments.   The Board may  amend, alter or  discontinue the Plan,
   including without limitation amendments necessary to qualify for an exemption
   or  to comply  with  applicable law  or  regulations, provided,  however,  no
   amendment, alteration or discontinuation shall be made which would impair the
   rights of any holder of an award of restricted stock or option or stock bonus
   theretofore  granted, without his or  her written consent,  or which, without
   the approval of the shareholders, would:

             (a)  except  as is provided in  Paragraph 13, increase  the maximum
        number of shares of Common Stock reserved for the purpose of the Plan;

             (b)   except as is  provided in Paragraph 6(f)  and 13 of the Plan,
        decrease the option price of an incentive stock option to less than 100%
        of the fair market value, as determined in Paragraph 6(a), of a share of
        Common Stock on the date of the granting of the option;

             (c)   change the class of  persons eligible to receive  an award of
        restricted stock or options under the Plan; or

             (d)  extend the duration of the Plan.

             The Committee may amend the terms of  any award of restricted stock
   or  option theretofore granted,  retroactively or prospectively,  but no such
   amendment shall  impair the rights of  any holder without his  or her written
   consent.

        17.  Duration.  The Plan shall be adopted by the Board as of the date on
   which it  is  approved by  a majority  of the  Company's stockholders,  which

   

                                        -14-

   approval must occur within the period ending twelve months after the date the
   Plan is adopted.  The Plan shall terminate upon  the earlier of the following
   dates or events to occur:

             (a)  upon the adoption of a resolution of the Board terminating the
        Plan; or

             (b)  ten years from the date of adoption of the Plan by the Board.

             No such termination  of the  Plan shall  affect the  rights of  any
   Participant hereunder and all options previously granted and restricted stock
   and stock bonus awarded  hereunder shall continue  in force and in  operation
   after the termination of the Plan, except as they may be otherwise terminated
   in accordance with the terms of the Plan.

























   

                                        -15-