As filed with the Securities and Exchange Commission on December 14, 1998.

                                        Registration No. 333-
===========================================================================

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                                
                            FORM S-3
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933

AlliedSignal Inc.                 Delaware          22-2640650
- ---------------------------------------------------------------------------
(Exact name of           (State or other          (I.R.S.Employer
registrant               jurisdiction of          Identification
as specified             incorporation               Number)
in its charter)          or organization)

                        101 Columbia Road
                          P.O. Box 4000
                Morristown, New Jersey 07962-2497
                         (973) 455-2000
   ----------------------------------------------------------
     (Address, including zip code, and telephone number, of
            registrant's principal executive offices)

                    PETER M. KREINDLER, ESQ.
      Senior Vice President, General Counsel and Secretary
                        AlliedSignal Inc.
                        101 Columbia Road
             Morris Township, New Jersey 07962-2497
                         (973) 455-2000
           ------------------------------------------
             (Name, address, including zip code, and
             telephone number of agent for service)

     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE
PUBLIC:  FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS
REGISTRATION STATEMENT.

     IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE
BEING OFFERED PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT
PLANS, PLEASE CHECK THE FOLLOWING BOX. [ ]

     IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE
TO BE OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE
415 UNDER THE SECURITIES ACT OF 1933, OTHER THAN SECURITIES
OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST REINVESTMENT
PLANS, CHECK THE FOLLOWING BOX.  [X]

     IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR
AN OFFERING PURSUANT TO RULE 462(b) UNDER THE SECURITIES ACT,
PLEASE CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT
REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE
REGISTRATION STATEMENT FOR THE SAME OFFERING.  [ ]

     IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO
RULE 462(c) UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND
LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE
EARLIER EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING.
[ ]

     IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE
PURSUANT TO RULE 434, PLEASE CHECK THE FOLLOWING BOX.  [ ]

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

                 CALCULATION OF REGISTRATION FEE
                                
                                   Proposed    Proposed
Title of each class                maximum     maximum
      of                           offering   aggregate    Amount of
   securities        Amount to be   price      offering   registration
     to be            registered     per      price (1)      fee
   registered                      share(1)

  Common Stock,         283,423   $41.78125     $11,841,768  $3,268.33
  par value             shares
  $1.00 per share

(1)  Estimated in accordance with Rule 457(h) of the Securities
Act of 1933 solely for the purpose of calculating the registration fee
based upon an assumed price of $41.78125, the average of the high and
low sales prices of the Common Stock of AlliedSignal Inc. on the
New York Stock Exchange Composite Tape on December 11, 1998.

     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

The information in this prospectus is not complete and may be
changed. These securities may not be sold until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

                                 

       Subject to completion, dated as of December 14, 1998

PROSPECTUS

                          283,423 Shares

                         AlliedSignal Inc.
                                 
              Common Stock, Par Value $1.00 Per Share

                           ------------
     This prospectus relates to the offering for resale of 283,423
shares of Common Stock, par value $1.00 per share,
of AlliedSignal Inc., a Delaware corporation
("AlliedSignal" or the "Company", which may be referred to as "we"
or "us").  All of the Common Stock being registered may be offered
and sold from time to time by certain selling stockholders of
AlliedSignal. See "Selling Stockholders" and "Manner of Offering".
AlliedSignal will not receive any proceeds from the sale of the
Common Stock by the selling stockholders.

     Our Common Stock is listed on the New York, Chicago and
Pacific stock exchanges under the symbol "ALD". On December 11,
1998, the last reported sales price for the Common Stock was $41 3/16
per share.

                            -----------
     Neither the Securities and Exchange Commission nor any other
regulatory body has approved or disapproved of these securities or
passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
                           ------------

       The date of this prospectus is                , 1998.

                         TABLE OF CONTENTS

                                                                Page

                                                                ----

Forward-Looking Statements............ .......................   2
Where You Can Find More Information About AlliedSignal........   3
Incorporation of Information We File With the SEC..............  3
AlliedSignal Inc. .............................................  4
Description of Common Stock....................................  4
Selling Stockholders...........................................  7
Manner of Offering.............................................  8
Legal Matters..................................................  9
Experts........................................................  9

                          ---------------
                                 
     You should rely only on the information incorporated by
reference or provided in this prospectus. We have authorized no
one to provide you with different information. 
These securities are not being offered in any state where such offer
is not permitted. You should not assume that the information
in this prospectus is accurate as of any date other than the
date on the front page of the prospectus.

                          ---------------
                                 
                    FORWARD-LOOKING STATEMENTS
                                 
     This prospectus, including information incorporated herein,
contains forward-looking statements. We have based these forward-
looking statements on our current expectations and projections of
future events. These forward-looking statements are subject to
risks, uncertainties and assumptions, including those related to:

     -  Domestic and global economic conditions;
     -  Competitive factors and responses to our marketing
        initiatives;
     -  Successful development and market introduction of new
        products;
     -  Our ability to successfully integrate acquisitions and to
        make divestitures;
     -  Changes in laws and regulations, including taxes; and
     -  Unstable governments and business conditions in foreign
        countries.

     We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new
information, future events or otherwise. In light of these risks,
uncertainties and assumptions, these forward-looking events
discussed in this prospectus, including information incorporated
herein, might not occur.

                                 2

                WHERE YOU CAN FIND MORE INFORMATION
                        ABOUT ALLIEDSIGNAL

     We file annual, quarterly and current reports, proxy
statements and other information with the SEC. You may read and
copy any document we file at the SEC's public reference rooms in
the following locations:

Public Reference Room     New York Regional Office    Chicago Regional Office
450 Fifth Street, N.W.    7 World Trade Center        Citicorp Center
Room 1024                 Suite 1300                  500 West Madison Street
Washington, DC 20549      New York, NY 10048          Suite 1400
                                                      Chicago, IL 60661

Please call the SEC at 1-800-SEC-0330 for further information on
the public reference rooms. Our SEC filings are also available to
the public at the SEC's web site at http://www.sec.gov.

     You should also be able to inspect reports, proxy statements
and other information about AlliedSignal at the offices of the New
York Stock Exchange Inc., 20 Broad Street, New York, NY 10005; the
Chicago Stock Exchange, One Financial Place, 440 South LaSalle
Street, Chicago, IL 60605; and the Pacific Exchange, 301 Pine
Street, San Francisco, CA 94104.

               INCORPORATION OF INFORMATION WE FILE
                           WITH THE SEC

     The SEC allows us to "incorporate by reference" into this
prospectus the information we file with it, which means that we
can disclose important information to you by referring you to
those documents. The information incorporated by reference is
considered to be a part of this prospectus, and information
filed with the SEC after the date of this prospectus will update
and supersede this information. We incorporate by reference each
of the documents listed below and any future filings made with the
SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until our offering is completed:

     -  Annual Report on Form 10-K for the year ended December 31, 1997;

     -  Quarterly Reports on Form 10-Q for the quarters ended
        March 31, June 30 and September 30, 1998;

     -  Current Reports on Form 8-K filed on January 15,
        February 2, February 5, February 18, February 23, March 18, April
        22, April 28, May 20, May 29, June 18, August 6 and October 21, 1998.

     You may request a copy of these filings, at no cost, by
writing to or telephoning us at the following address:

     Office of the Secretary
     AlliedSignal Inc.
     101 Columbia Road
     Morristown, NJ 07962
     973-455-5067.

                                 3

                         ALLIEDSIGNAL INC.

     AlliedSignal is an advanced technology and manufacturing
company serving customers worldwide with aerospace and automotive
products, chemicals, fibers, plastics and advanced materials.
AlliedSignal is organized into twelve strategic business units
reporting results of operations in the following five business
segments: Aerospace Systems, Specialty Chemicals & Electronic
Solutions, Turbine Technologies, Performance Polymers and
Transportation Products.

     Aerospace Systems includes Aerospace Equipment Systems
(environmental control systems; engine and fuel controls; power
systems; aircraft lighting; and aircraft wheels and brakes);
Electronic & Avionics Systems (flight safety, communications,
navigation, radar and surveillance systems; and advanced systems
and instruments); Aerospace Marketing, Sales & Service (repair and
overhaul services; hardware; logistics; and management and
technical services); and Federal Manufacturing & Technologies
(government services).

     Specialty Chemicals & Electronic Solutions includes Specialty
Chemicals (fluorine-based products; pharmaceutical and
agricultural chemicals; specialty waxes, adhesives and sealants;
and process technology); and Electronic Materials (insulation
materials for integrated circuitry; copper-clad laminates for
printed circuit boards; advanced chip packaging; and amorphous
metals).

     Turbine Technologies includes Aerospace Engines (auxiliary
power units; and propulsion engines); and Turbocharging Systems
(turbochargers; charge-air coolers; and portable power systems).

     Performance Polymers includes the Polymers unit (fibers;
plastics resins; specialty films; and intermediate chemicals).

     Transportation Products includes the Automotive Products
Group (car care products including anti-freeze, filters, spark
plugs, cleaners, waxes and additives); Friction Materials
(friction braking components); and Truck Brake Systems (air brake
and anti-lock braking systems).
     
     AlliedSignal is a Delaware corporation with its principal
executive offices located at 101 Columbia Road, Morris Township,
NJ 07962. Our telephone number is (973) 455-2000.
     
                    DESCRIPTION OF COMMON STOCK

     As of the date of this prospectus, we are authorized to issue
up to 1,000,000,000 shares of Common Stock. As of September 30,
1998, we had issued 716,457,484 shares of Common Stock
(including 156,407,404 shares held in treasury) and had reserved
approximately 69,205,947 shares of Common Stock for issuance under
various employee or director incentive, compensation and option
plans.
     
     The Bank of New York is the transfer agent and registrar for
the Common Stock. Shares of Common Stock are listed on the New
York, Chicago and Pacific stock exchanges and trade under the
symbol "ALD".

     The following summary is not complete. You should refer to
the applicable provisions of the Company's Restated
Certificate of Incorporation (its "Charter") and By-laws and to
the Delaware General Corporation Law (the "DGCL") for a complete statement
of the terms and rights of the Common Stock.

     Dividends.  Holders of Common Stock are entitled to receive
dividends when, as and if declared by the board of directors, out
of funds legally available for their payment (subject to the
rights of holders of any preferred stock).

                                 4

     Voting Rights.  A holder of Common Stock is entitled to
one vote per share. Subject to the rights of the holders
of any preferred stock pursuant to applicable law or the
provision of the Certificate of Designations creating that series,
all voting rights are vested in the holders of shares of Common
Stock. Holders of shares of Common Stock have noncumulative voting
rights, which means that the holders of more than 50% of the
shares voting for the election of directors can elect 100% of
the directors.

     Rights Upon Liquidation.  In the event of our voluntary or
involuntary liquidation, dissolution or winding up, the holders of
Common Stock will be entitled to share equally in any of our
assets available for distribution after the payment in full of all
debts and distributions and after the holders of any
outstanding preferred stock have received their liquidation
preferences in full.

     Other Rights.  The issued and outstanding shares of Common
Stock are fully paid and nonassessable. Holders of Common
Stock are not entitled to preemptive rights. Shares of Common
Stock are not convertible into shares of any other class of
capital stock. If we merge or consolidate with or into another
company and as a result our Common Stock is converted into or
exchangeable for other securities or property
(including cash), all holders of Common Stock will be entitled to
receive the same kind and amount of such consideration for each
share of Common Stock.

     Possible Anti-Takeover Provisions. The Company's Charter and
By-laws provide:

- - for a board of directors that is divided into three
classes as nearly equal in number as is possible, with the term of
one class expiring at the annual meeting in each year;

- -  that the board of directors may establish the number of seats
on the board, subject to the right of preferred stock holders to
elect directors in certain circumstances and shareowners' rights
to set the number of seats upon the vote of holders of 80% of the
outstanding shares of Common Stock;

- -  that vacancies on the board of directors other than at the
annual meeting are filled by a vote of the remaining directors;

- -  that special meetings of shareowners generally may be called
only by the Chief Executive Officer or by a majority of the
authorized number of directors;

- -  that action may be taken by shareowners only at annual or
special meetings and not by written consent;

- -  that advance notice must be given to the Company for a
shareowner to nominate directors for election at a shareowner
meeting;

- -  that the following actions require approval by holders of 80%
of the outstanding shares entitled to vote:

      -  The removal for cause of directors at other than the
      expiration of  their terms.

      -  The amendment or repeal of the Company's Charter and/or
      By-law provisions relating to the classified board or
      directors, the number of seats on the board of directors,
      the filling of board vacancies, removal of directors for
      cause, calling of special meetings of shareowners,
      prohibition of shareowner action by written consent and
      amendment or repeal of provisions requiring an 80% vote of
      shareowners.

                                    5

                                 

     Any of these provisions could delay, deter or prevent a
tender offer or takeover attempt of the Company.
     
     Our Charter permits us to issue up to 20 million shares of
preferred stock with terms set by our board of directors or a committee
of the board. Such preferred stock could have terms that could delay,
deter or prevent a tender offer or takeover attempt of the Company.
                                 
     Under Section 203 of the DGCL, an acquirer of 15%
or more of our shares of stock must wait three
years before a business combination with us unless one of the
following exceptions is available:

     -  approval by our board of directors prior to the time the
     acquirer became a 15% shareowner of the Company;

     -  acquisition of at least 85% of our voting stock in the
     transaction in which the acquirer became a 15% shareowner of
     the Company; or

     -  approval of the business combination by our board of
     directors and at least two-thirds of our disinterested
     shareowners.

                                6

                       SELLING STOCKHOLDERS
                                 
     The following table sets forth certain information, as of
December 11, 1998, with respect to Common Stock beneficially owned
and being offered by the stockholders listed below
(the "Selling Stockholders"). All of the shares of
Common Stock offered hereby (the "Offered Common Stock") were
issued to or for the benefit of the stockholders of Clean Link,
Inc., a California corporation ("Clean Link"), in a merger of
Clean Link into one of our subsidiaries.  The merger was
effected pursuant to an Agreement and Plan of Merger and
Reorganization between Clean Link and us and one of our wholly
owned subsidiaries dated October 21, 1998 (the "Acquisition Agreement").
The shares of Offered Common Stock are being registered pursuant
to registration rights granted the Selling
Stockholders in connection with our acquisition of Clean Link.

                                        SHARES OF           SHARES OF
                                        COMMON STOCK        OFFERED
                                        BENEFICIALLY        COMMON
                                        OWNED (1)           STOCK    (2)

     NAME

Randy R. LeClaire (3)................... 55,675              55,675
Khalid Makhamreh (4).................... 55,675              55,675
Jeffrey Miller (5)...................... 55,675              55,675
Adel George Tannous (6)................. 55,675              55,675
William E. McGeever (7)................. 48,749              48,749
Timothy L. Evans (8)....................  5,566               5,566
Paul E. Lewis (9)................ ......  4,175               4,175
Amy M. Irwen (10).......................  2,233               2,233

- --------

(1) Less than 1% of Common Stock outstanding.
(2) Assumes all shares of Offered Common Stock are sold in this offering.
    There is no assurance that the Selling Stockholders will sell any
    or all of the shares of Offered Common Stock. If all shares of Offered
    Common Stock are sold by the Selling Stockholders,
    none of the Selling Stockholders would own shares of Common
    Stock after such sale based on their holdings as of December 11, 1998.
(3) Includes 15,907 shares of Common Stock held in escrow subject
    to certain contingencies in connection with the Acquisition
    Agreement.
(4) Includes 15,907 shares of Common Stock held in escrow subject
    to certain contingencies in connection with the Acquisition
    Agreement.
(5) Includes 15,907 shares of Common Stock held in escrow subject
    to certain contingencies in connection with the Acquisition
    Agreement.
(6) Includes 15,907 shares of Common Stock held in escrow subject
    to certain contingencies in connection with the Acquisition
    Agreement.
(7) Includes 15,907 shares of Common Stock held in escrow subject
    to certain contingencies in connection with the Acquisition
    Agreement.
(8) Includes 1,590 shares of Common Stock held in escrow subject to
    certain contingencies in connection with the Acquisition
    Agreement.
(9) Includes 1,193 shares of Common Stock held in escrow subject to
    certain contingencies in connection with the Acquisition
    Agreement.
(10) Includes 799 shares of Common Stock held in escrow subject to
    certain contingencies in connection with the Acquisition
    Agreement.

     All of the Selling Stockholders have become employees of
AlliedSignal or its subsidiaries following our acquisition of Clean Link. In
connection with such employment, we have entered into retention
arrangements with the Selling Stockholders providing incentives
for them to continue working at AlliedSignal.

                                 7

                        MANNER OF OFFERING

     The shares of Offered Common Stock may be sold
from time to time by the Selling Stockholders, or by pledgees,
donees, transferees or other successors in interest. Such sales
may be made on one or more stock exchanges or in the over-the-
counter market or otherwise.  Such sales may be made at prices and
at terms then prevailing on such markets or at prices related to
the then current market price, or in negotiated transactions. The
shares of Offered Common Stock may be sold in one or more of the
following:
     
   - a block trade in which the broker-dealer so engaged will
     attempt to sell the shares as agent but may position and
     resell a portion of the block as principal to facilitate the
     transaction;
   
   - purchases by a broker-dealer as principal and resale by
     such broker-dealer for its account pursuant to this
     prospectus;
   
  -  an exchange distribution in accordance with the rules of
     such exchange; and

  -  ordinary brokerage transactions and transactions in which
     the broker solicits purchasers.

In effecting sales, broker-dealers engaged by the Selling
Stockholders may arrange for other broker-dealers to participate
in resales.
     
     In connection with distribution of the shares of Offered
Common Stock or otherwise, the Selling Stockholders
may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in
short sales of shares of Common Stockr in the course of hedging
the positions they assume with the Selling Stockholders.
The Selling Stockholders may also sell shares of
Common Stock short and deliver shares of Offered
Common Stock to close out such short positions. The Selling
Stockholders may also enter into option or other transactions
with broker-dealers which require the delivery
to the broker-dealer of shares of Offered Common Stock, which the
broker-dealer may resell or otherwise transfer
pursuant to this prospectus. The Selling Stockholder may also
lend or pledge the shares of Offered Common Stock to a broker-dealer
and the broker-dealer may sell the shares of Common Stock so lent or upon
default the broker-dealer may effect sales of the pledged shares
pursuant to this prospectus. The Selling Stockholders may also
pledge shares of Offered Common Stock to a lender other than
a broker-dealer, and upon default such lender may sell the shares
of Common Stock so pledged pursuant to this prospectus. 
The Selling Stockholders may also contribute or sell shares
of Offered Common Stock to trusts or other entities for the
benefit of the contributing Selling Stockholder and members of 
his or her family.
     
     Broker-dealers or agents may receive compensation in the form
of commissions, discounts or concessions from the Selling
Stockholders in amounts to be negotiated in connection with the
sale of Offered Common Stock. Such broker-dealers and any other
participating broker-dealers may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933 in connection
with such sales. Any such commission, discount or
concession may be deemed to be underwriting discounts or
commissions under the Securities Act. In addition, any securities
covered by this prospectus which qualify for sale under Rule 144
under the Securities Act may be sold pursuant to Rule 144 rather
than pursuant to this prospectus.

     

                                 8

     All costs, expenses and fees in connection with the
registration of the shares of Offered Common Stock
shall be borne by us. Commissions and discounts, if any,
attributable to the sales of shares of Offered Common
Stock will be borne by the Selling Stockholders. The
Selling Stockholders may agree to indemnify any broker-dealer or
agent that participates in transactions involving sales
of Offered Common Stock against certain liabilities, including
liabilities arising under the Securities Act. We have agreed to
indemnify the Selling Stockholders against certain liabilities in
connection with the offering of the Offered Common Stock, including
liabilities arising under the Securities Act.

                           LEGAL MATTERS
                                 
     The validity of the shares of Offered Common Stock
have been passed upon for us by J. Edward Smith, Senior
Counsel, Corporate and Finance, of AlliedSignal. Mr. Smith
beneficially owns shares of our Common Stock and has options to
acquire additional shares of Common Stock granted under our option
plans.

                              EXPERTS

     The audited financial statements incorporated in this
prospectus by reference to our Annual Report on Form 10-K for the
year ended December 31, 1997 have been so incorporated in reliance
on the report of PricewaterhouseCoopers LLP ("PwC"), independent
accountants, given on the authority of that firm as experts in
auditing and accounting.

     With respect to the unaudited consolidated financial
information  of the Company for the three month periods ended
March 31, the three- and six-month periods ended June 30, and the
three- and nine-month periods ended September 30, 1998 and 1997,
incorporated by reference in this prospectus, PwC reported that
they have applied limited procedures in accordance with
professional standards for a review of such information.  However,
their separate reports dated April 22, 1998, August 7, 1998 and
November 4, 1998 incorporated by reference in this prospectus,
state that they did not audit and did not express an opinion on
that unaudited financial information.  PwC has not carried out any
significant or additional tests beyond those which would have been
necessary if their report had not been included.  Accordingly, the
degree of reliance on their report on such information should be
restricted in light of the limited nature of the review procedures
applied.  PwC is not subject to the liability provisions of
section 11 of the Act for their report on the unaudited
consolidated financial information because that report is not a
"report" or a "part" of the registration statement prepared or
certified by PwC within the meaning of sections 7 and 11 of the
Act.

                                 9

                             PART II

             INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Securities and Exchange Commission Registration Fee..........$  3,268
Printing.....................................................   1,000*
Accountants' Fees and Expenses...............................   5,000*
Miscellaneous Expenses.......................................   1,732*
                                                              -------

      Total..................................................$ 11,000*
                                                              -------
                                                              -------
- -----------
*Estimated.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Under Article ELEVENTH of the Company's Restated Certificate
of Incorporation, each person who is or was a director or officer
of the Company, and each director or officer of the Company who
serves or served any other enterprise or organization at the
request of the Company, shall be indemnified by the Company to
the full extent permitted by the Delaware General Corporation
Law.

     Under such law, to the extent that such a person is
successful on the merits or otherwise in defense of a suit or
proceeding brought against such person by reason of the fact that
such person is or was a director or officer of the Company, or
serves or served any other enterprise or organization at the
request of the Company, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably
incurred in connection with such action.

     If unsuccessful in defense of a third-party civil suit or a
criminal suit, or if such a suit is settled, such a person shall
be indemnified under such law against both (1) expenses
(including attorneys' fees) and (2) judgments, fines and amounts
paid in settlement if such person acted in good faith and in a
manner such person reasonably believed to be in, or not opposed
to, the best interests of the Company, and with respect to any
criminal action, had no reasonable cause to believe such person's
conduct was unlawful.

     If unsuccessful in defense of a suit brought by or in the
right of the Company, or if such suit is settled, such a person
shall be indemnified under such law only against expenses
(including attorneys' fees) actually and reasonably incurred in
the defense or settlement of such suit if such person acted in
good faith and in a manner such person reasonably believed to be
in, or not opposed to, the best interests of the Company except
that if such a person is adjudged to be liable in such suit to
the Company, such person cannot be made whole even for expenses
unless the court determines that such person is fairly and
reasonably entitled to indemnity for such expenses.

     In addition, the Company maintains directors' and officers'
reimbursement and liability insurance pursuant to standard form
policies.  The risks covered by such policies include certain
liabilities under the securities laws.

ITEM 16. EXHIBITS.

EXHIBIT NO.
- -----------
     2    Agreement and Plan of Merger and Reorganization
          between Clean Link, Inc., AlliedSignal Inc. and Clink
          Acquisition Corp. dated as of October 21, 1998 (filed
          herewith).
     4.1  The Company's Restated Certificate of
          Incorporation (incorporated by reference to Exhibit
          3(i) to the Company's Form 10-Q for the quarter ended
          March 31, 1997).
     4.2  The Company's By-laws, as amended (incorporated by
          reference to Exhibit 3(ii) to the Company's Form 10-Q
          for the quarter ended March 31, 1996).
     5    Opinion of J. Edward Smith, Esq., with respect to the
          legality of the securities being registered hereby (filed
          herewith).
     15   Independent Accountants' Acknowledgment Letter as to
          the incorporation of their reports relating to
          unaudited interim financial information (filed
          herewith).
     23.1 Consent of PricewaterhouseCoopers LLP (filed
          herewith)
     23.2 The consent of J. Edward Smith, Esq. is contained
          in his opinion filed as Exhibit 5 to this registration
          statement.
     24   Powers of Attorney (filed herewith).

ITEM 17. UNDERTAKINGS.

     (a) The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:

               (i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and

               (iii) To include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement;

                              II-2

          Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration
statement.

          (2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

          (3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

          (4) For purposes of determining any liability under the
Act, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(b) under the Act shall
be deemed to be part of this registration statement as of the
time it was declared effective.

          (5) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final
adjudication of such issue.

     (b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

                              II-3

                           Signatures

     Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this registration statement to be signed on its behalf by the
undersigned,thereunto duly authorized, in the Township of Morris, State of
New Jersey, on the 14th day of December, 1998.

                                        ALLIEDSIGNAL INC.

                                        By:  /s/ Richard F.Wallman
                                             ------------------------
                                                 Richard F.Wallman
                                                 Senior Vice President and
                                                 Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated.

           Name                         Title                       Date

             *                 Director, Chairman of the
- ----------------------------   Board and Chief Executive Officer
   (Lawrence A. Bossidy)

              *
- ----------------------------   Director
   (Hans W. Becherer)

              *
- ----------------------------   Director
   (Ann M. Fudge)

              *
- ----------------------------   Director
   (Paul X. Kelley)

            *
- ----------------------------   Director
   (Robert P. Luciano)

              *
- ----------------------------   Director
   (Robert B. Palmer)

              *
- ----------------------------   Director
   (Russell E. Palmer)

              *
- ----------------------------   Director
   (Frederic M. Poses)

              *
- ----------------------------   Director
   (Ivan G. Seidenberg)

              *
- ----------------------------   Director
   (Andrew C. Sigler)

              *
- ----------------------------   Director
   (John R. Stafford)

              *
- ----------------------------   Director
   (Thomas P. Stafford)

              *
- ----------------------------   Director
   (Robert C. Winters)

              *
- ----------------------------   Director
     (Henry T. Yang)

/s/ Richard F. Wallman
- ----------------------------  Senior Vice President and  December 14, 1998
   (Richard F. Wallman)       Chief Financial Officer
                              (Principal Financial Officer)

/s/ Richard J. Diemer, Jr.
- ----------------------------  Vice President and         December 14, 1998
   (Richard J. Diemer, Jr.)   Controller
                              (Principal Accounting
                              Officer)

*By: /s/ Peter M. Kreindler
- ----------------------------                             December 14, 1998
   (Peter M. Kreindler,
    Attorney-in-Fact)

EXHIBIT INDEX

EXHIBIT NO.                    DESCRIPTION

  1    Omitted (inapplicable).
  2    Agreement and Plan of Merger and Reorganization
       between Clean Link, Inc., AlliedSignal Inc. and Clink
       Acquisition Corp. dated as of October 21, 1998 (filed
       herewith).
  4.1  The Company's Restated Certificate of Incorporation
       (incorporated by reference to Exhibit 3(i) to the
       Company's Form 10-Q for the quarter ended March 31,
       1997).
  4.2  The Company's By-laws, as amended (incorporated by
       reference to Exhibit 3(ii) to the Company's Form 10-Q for
       the quarter ended March 31, 1996).
  5    Opinion of J. Edward Smith, Esq., with respect to
       the legality of the securities being registered hereby
       (filed herewith).
  8    Omitted (inapplicable).
  12   Omitted (inapplicable).
  15   Independent Accountants' Acknowledgment Letter as to the
       incorporation of their reports relating to unaudited
       interim financial information (filed herewith).
  23.1 Consent of PricewaterhouseCoopers LLP (filed herewith).
  23.2 The consent of J. Edward Smith, Esq. is contained in
       his opinion filed as Exhibit 5 to this registration
       statement.
  24   Powers of Attorney (filed herewith).
  25   Omitted (inapplicable).
  26   Omitted (inapplicable).
  27   Omitted (inapplicable).
  28   Omitted (inapplicable).
  99   Omitted (inapplicable).

  
                                                       Exhibit 2

         AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

                                
                             among:

                                
                       AlliedSignal Inc.,
                     a Delaware corporation;

                                
                    Clink Acquisition Corp.,
                     a Delaware corporation;

                                
                        Clean Link, Inc.,
                    a California corporation;

                                
                               and

                                
              the Shareholders of Clean Link, Inc.
                                
                   ___________________________
                                
                  Dated as of October 21, 1998
                   ___________________________

                        TABLE OF CONTENTS

                                
                                                             PAGE

Section 1.Description of Transaction                            1
     1.1  Merger of Merger Sub into the Company                 1
     1.2  Effect of the Merger                                  1
     1.3  Closing; Effective Time                               2
     1.4  Articles of Incorporation and Bylaws; Directors
          and Officers                                          2
     1.5  Conversion of Shares                                  2
     1.6  Escrow of Shares                                      3
     1.7  Closing Balance Sheet                                 4
     1.8  Post-Closing Purchase Price Adjustment                5
     1.9  Earnout Amount                                        5
     1.10 Closing of the Company's Transfer Books               7
     1.11 Exchange of Certificates                              7
     1.12 Reserved                                              8
     1.13 Tax Consequences                                      8
     1.14 Accounting Treatment                                  8
     1.15 Further Action                                        8
Section 2.Representations and Warranties of the Company
and the Shareholders                                            9
     2.1  Due Organization; No Subsidiaries; etc.               9
     2.2  Articles of Incorporation and Bylaws; Records         9
     2.3  Capitalization, etc.                                 10
     2.4  Financial Statements                                 10
     2.5  Absence of Changes                                   11
     2.6  Title to Assets                                      13
     2.7  Bank Accounts; Receivables; Customers                13
     2.8  Equipment; Leasehold                                 14
     2.9  Proprietary Assets                                   14
     2.10 Contracts                                            15
     2.11 Liabilities                                          18
     2.12 Compliance with Legal Requirements                   18
     2.13 Governmental Authorizations                          18
     2.14 Tax Matters                                          18
     2.15 Employee Benefit Plans; Labor and Employment
          Matters                                              20
     2.16 Environmental Matters                                22
     2.17 Insurance                                            23
     2.18 Related Party Transactions                           23
     2.19 Legal Proceedings; Orders                            24

                                 i

     2.20 Authority; Binding Nature of Agreement               24
     2.21 Non-Contravention; Consents                          24
     2.22 Company Action                                       25
     2.23 Shareholder Approval                                 25
     2.24 SEC Filings                                          26
     2.25 Advisory Fees                                        26
Section 3.Representations and Warranties of Shareholders       26
     3.1  Shares                                               26
     3.2  Authority of Shareholders; Binding Nature of
          Agreements                                           26
     3.3  Non-Contravention; Consents                          27
     3.4  Ability                                              27
     3.5  Investment Representations                           28
     3.6  SEC Filings                                          29
Section 4.Representations and Warranties of Parent and
Merger Sub                                                     29
     4.1  Organization and Good Standing                       29
     4.2  Authorization and Enforceability                     29
     4.3  No Violation of Laws or Agreements                   30
     4.4  Consents                                             30
     4.5  Parent Common Stock                                  30
     4.6  SEC Filings                                          30
     4.7  Financial Statements                                 31
     4.8  Brokerage                                            31
Section 5.Covenants of the Parties                             31
     5.1  Confidentiality                                      31
     5.2  Tax Matters                                          32
     5.3  Tax Refund                                           32
     5.4  Cooperation on Tax Matters                           32
     5.5  Tax Indemnification                                  33
     5.6  Treatment of Certain Payments                        35
     5.7  Interest                                             35
Section 6.Deliveries to Parent, Merger Sub and the Company
at the Closing                                                 35
Section 7.Deliveries to Shareholders at the Closing            36
Section 8.Indemnification, Etc.                                37
     8.1  Survival of Representations, Etc.                    37
     8.2  Indemnification by Shareholders for Company
          Matters                                              37
     8.3  Threshold; Ceiling                                   38

                                ii

     8.4  Indemnification by Shareholders for Shareholder
          Representations and Warranties and Covenants         39
     8.5  Exclusive Remedy                                     39
     8.6  Claims Against Escrow Shares                         39
     8.7  No Contribution                                      41
     8.8  Interest                                             41
     8.9  Defense of Third Party Claims                        41
     8.10 Exercise of Remedies by Indemnitees Other Than
          Parent                                               42
Section 9.Miscellaneous Provisions                             42
     9.1  Shareholders' Agent                                  42
     9.2  Further Assurances                                   42
     9.3  Fees and Expenses                                    42
     9.4  Attorneys' Fees                                      43
     9.5  Notices                                              43
     9.6  Reserved                                             43
     9.7  Time of the Essence                                  43
     9.8  Headings                                             43
     9.9  Counterparts                                         44
     9.10 Governing Law                                        44
     9.11 Successors and Assigns                               44
     9.12 Remedies Cumulative; Specific Performance            44
     9.13 Waiver                                               44
     9.14 Amendments                                           44
     9.15 Severability                                         45
     9.16 Parties in Interest                                  45
     9.17 Entire Agreement                                     45
     9.18 Construction                                         45

                                iii

                      EXHIBITS & SCHEDULES

                                
EXHIBITS

Exhibit A    -      Shareholders
               
Exhibit B    -     Certain definitions
               
Exhibit C    -     Form of Amended and Restated Articles of
                   Incorporation of Surviving Corporation
               
Exhibit D    -     Directors and officers of Surviving
                   Corporation
               
Exhibit E    -     Form of Escrow Agreement
               
Exhibit F    -     Form of Registration Rights Agreement
               
Exhibit G    -     Form of Retention Agreement
               
Exhibit H    -     Persons to sign Retention and Noncompetition
                   Agreements
               
Exhibit I    -      Form of Noncompetition Agreement
               
Exhibit J    -      Form of Release
               
Exhibit K    -      Form of legal opinion of Sweeney, Mason,
                    Wilson & Bosomworth
               
Exhibit L    -      Form of legal opinion of AlliedSignal Inc.

SCHEDULES

Schedule 1          Five-Year Earnout Gross Margin Percentage Scale

Schedule 2          Sixth-Year Earnout Gross Margin Percentage Scale

                       AGREEMENT AND PLAN
                                
                  OF MERGER AND REORGANIZATION

     This Agreement and Plan of Merger and Reorganization (this
"Agreement") is made and entered into as of October 21, 1998 by
and among:  AlliedSignal Inc., a Delaware corporation ("Parent");
Clink Acquisition Corp., a Delaware corporation and a wholly
owned subsidiary of Parent ("Merger Sub"); Clean Link, Inc., a
California corporation (the "Company"); the parties identified on
Exhibit A (the "Shareholders") and Martha Sanford, as
Shareholders' Agent. Certain other capitalized terms used in this
Agreement are defined in Exhibit B.

                            RECITALS
                                
     A.   Parent, Merger Sub and the Company intend to effect a
merger of Merger Sub into the Company in accordance with this
Agreement and the California General Corporation Law and the
Delaware General Corporation Law (the "Merger").  Upon
consummation of the Merger, Merger Sub will cease to exist, and
the Company will become a wholly owned subsidiary of Parent.

     B.   It is intended that the Merger qualify as a tax-free
reorganization within the meaning of Section 368(a)(2)(E) of the
Internal Revenue Code of 1986, as amended (the "Code").  For
accounting purposes, it is intended that the Merger be treated as
a "purchase."

     C.   The Shareholders own a total of 209,000 shares of the
Common Stock (no par value per share) of the Company,
constituting all of the outstanding capital stock of the Company.

                            AGREEMENT
                                
     The parties to this Agreement agree as follows:

Description of Transaction
     1.1  Merger of Merger Sub into the Company.  Upon the terms
       and subject to the conditions set forth in this
       Agreement, at the Effective Time (as defined in Section
       1.3), Merger Sub shall be merged with and into the
       Company, and the separate existence of Merger Sub shall
       cease.  The Company will continue as the surviving
       corporation in the Merger (the "Surviving Corporation").
       
     1.2  Effect of the Merger.  The Merger shall have the effects set
       forth in this Agreement and in the applicable provisions of the
       California General Corporation Law and the Delaware General
       Corporation Law.

     
     1.3  Closing; Effective Time.  The consummation of the transactions
       contemplated by this Agreement (the "Closing") shall take
       place at the offices of Cooley Godward LLP, Five Palo 
       Alto Square, Palo Alto, California 94306 on the date
       hereof immediately after execution of this Agreement
       by the parties hereto.  (The date hereof is referred
       to in this Agreement as the "Closing Date.")  Contemporaneously
       with or as promptly as practicable after the Closing,
       a properly executed agreement of merger conforming to
       the requirements of Chapter 11 of

       
       the California General Corporation Law shall be filed
       with the Secretary of State of the State of California
       and a properly executed certificate of merger conforming
       to the requirements of the Delaware General Corporation
       Law shall be filed with the Secretary of State of the
       State of Delaware.  The Merger shall become effective as
       of the later of the time such agreement of merger is
       filed with and accepted by the Secretary of State of the
       State of California and the time such certificate of
       merger is filed with and accepted by the Secretary of
       State of the State of Delaware (the "Effective Time").
       
     1.4   Articles  of  Incorporation and Bylaws; Directors  and
       Officers.
       
     (a) The   Articles  of  Incorporation  of  the  Surviving
       Corporation  shall  be  amended and  restated  as  of  the
       Effective Time to conform to Exhibit C;
       
     (b) The Bylaws of the Surviving Corporation shall be amended
       and  restated as of the Effective Time to conform  to  the
       Bylaws  of  Merger Sub as in effect immediately  prior  to
       the Effective Time; and
       
     (c)  The directors and officers of the Surviving Corporation
       immediately  after  the  Effective  Time  shall   be   the
       individuals identified on Exhibit D.
       
     Conversion of Shares.1.5   Conversion of Shares.
       
     (a)  Subject to Section 1.11(c), at the Effective  Time,  by
       virtue  of  the Merger and without any further  action  on
       the  part  of  Parent,  Merger Sub,  the  Company  or  any
       Shareholder:
       
     (i)       the 4,000 shares of common stock (no par value per
       share)  of  the Company (the "Company Common Stock")  held
       by  Timothy  L.  Evans immediately prior to the  Effective
       Time  shall  be  converted into the right  to  receive  an
       aggregate  of 3,976 shares of the common stock (par  value
       $1.00  per  share) of Parent ("Parent Common  Stock")  and
       the right to receive additional consideration pursuant  to
       Sections 1.8 and 1.9;
       
     (ii)        the 2,000 shares of Company Common Stock held
       by  Amy  M. Irwen immediately prior to the Effective  Time
       shall  be converted into the right to receive an aggregate
       of   1,434 shares of Parent Common Stock, $20,000 in  cash
       and   the   right   to  receive  additional  consideration
       pursuant to Sections 1.8 and 1.9;
       
     (iii)       the  40,000 shares of Company  Common  Stock
       held  by  Randy  R.  LeClaire  immediately  prior  to  the
       Effective  Time  shall  be converted  into  the  right  to
       receive  an  aggregate of  39,768 shares of Parent  Common
       Stock  and  the  right to receive additional consideration
       pursuant to Sections 1.8 and 1.9;
       
     (iv)        the 3,000 shares of Company Common Stock held
       by  Paul E. Lewis immediately prior to the Effective  Time
       shall  be converted into the right to receive an aggregate
       of   2,982 shares of Parent Common Stock and the right  to
       receive additional consideration pursuant to Sections  1.8
       and 1.9;

       
     (v)             the  40,000  shares of Company Common  Stock
       held   by  Khalid  Makhamreh  immediately  prior  to   the
       Effective  Time  shall  be converted  into  the  right  to
       receive  an  aggregate of  39,768 shares of Parent  Common
       Stock  and  the  right to receive additional consideration
       pursuant to Sections 1.8 and 1.9;
       
     (vi)            the  40,000 shares of Company  Common  Stock
       held  by  William  E. McGeever immediately  prior  to  the
       Effective  Time  shall  be converted  into  the  right  to
       receive  an  aggregate of  32,842 shares of Parent  Common
       Stock,   $250,000  in  cash  and  the  right  to   receive
       additional  consideration pursuant  to  Sections  1.8  and
       1.9;
       
     (vii)           the  40,000 shares of Company  Common  Stock
       held  by Jeffrey Miller immediately prior to the Effective
       Time  shall  be  converted into the right  to  receive  an
       aggregate  of   39,768 shares of Parent Common  Stock  and
       the right to receive additional consideration pursuant  to
       Sections 1.8 and 1.9;
       
     (viii)          the 40,000 shares of Company Common Stock held by Adel
       George  Tannous  immediately prior to the  Effective  Time
       shall  be converted into the right to receive an aggregate
       of   39,768 shares of Parent Common Stock and the right to
       receive additional consideration pursuant to Sections  1.8
       and 1.9; and
       
     (ix)           each share of the common stock (par value
       $.001 per share) of Merger Sub outstanding immediately
       prior to the Effective Time shall be converted into one
       share of common stock of the Surviving Corporation.
       
     (b) If any shares of Company Common Stock outstanding
       immediately prior to the Effective Time are unvested or
       are subject to a repurchase option, risk of forfeiture or
       other condition under any applicable restricted stock
       purchase agreement or other agreement with the Company,
       then the shares of Parent Common Stock issued in exchange
       for such shares of Company Common Stock will also be
       unvested and subject to the same repurchase option, risk
       of forfeiture or other condition, and the certificates
       representing such shares of Parent Common Stock may
       accordingly be marked with appropriate legends.
       
  1.6  Escrow of Shares.  Pursuant to the Escrow Agreement, the
       form of which is attached as Exhibit E hereto, at the Closing,
       Parent shall issue a certificate for 83,117 shares of Parent
       Common Stock, which shall be in addition to the shares of Parent
       Common Stock issuable pursuant to Section 1.5(a)(i) hereof (the
       "Escrow Shares"), in the name of Escrow Agent or its nominee,
       evidencing the shares of Parent Common Stock to be held in escrow
       in accordance with the Escrow Agreement.  The Escrow Shares shall
       be held as a trust fund and shall not be subject to any lien,
       attachment, trustee process or any other judicial process of any
       creditor of any party hereto.  The Escrow Agent has agreed to
       accept delivery of the Escrow Shares and to hold the Escrow
       Shares in escrow (the "Escrow"), subject to the terms and
       conditions of this Agreement and the Escrow Agreement. The 
       The Escrow Shares shall be released to Parent, and Parent
       may be required to deposit into the

       Escrow additional shares of Parent Common Stock as Escrow
       Shares, in accordance with the terms of the Escrow
       Agreement.
       
  1.7  Closing Balance Sheet.  Within 120 days after the Closing Date,
       Parent will prepare and present to the Shareholders' Agent a
       proposed balance sheet of the Company as of the Closing Date (the
       "Proposed Closing Balance Sheet"), together with the
       calculation of the Net Working Capital of the Company as
       of the Closing Date (the "Closing Calculation"). The
       Proposed Closing Balance Sheet shall be prepared in
       accordance with GAAP and shall present fairly the
       financial position of the Company as of the Closing Date
       using practices and procedures consistent with those used
       in the preparation of the Company Financial Statements,
       except that no indebtedness for borrowed money shall be
       included in the calculation of Net Working Capital.  The
       Shareholders' Agent shall have the right to review
       Parent's workpapers (the "Workpapers") utilized in
       preparing the Proposed Closing Balance Sheet and the
       Closing Calculation for purposes of verifying the
       accuracy of the Proposed Closing Balance Sheet and the
       Closing Calculation.  The Proposed Closing Balance Sheet
       and the Closing Calculation shall be binding upon the
       parties to this Agreement unless the Shareholders' Agent
       gives written notice of disagreement with the Proposed
       Closing Balance Sheet or the Closing Calculation to
       Parent within 30 days after its receipt of the Proposed
       Closing Balance Sheet, specifying the nature and extent
       of such disagreement in sufficient specificity that
       Parent is able to investigate and respond to each element
       of such disagreement.  If Parent and the Shareholders'
       Agent agree upon the Proposed Closing Balance Sheet
       and/or the Closing Calculation within 15 days after
       Parent's receipt of such notice from the Shareholders'
       Agent, such agreement shall be binding upon the parties
       to this Agreement.  If Parent and the Shareholders' Agent
       are unable to resolve any such disagreement within such
       period, the disagreement may be referred for final
       determination to an independent accounting firm of
       national reputation selected by the mutual agreement of
       Parent and the Shareholders' Agent (the "Balance Sheet
       Selected Firm"), and the resolution of the disagreement
       and the Closing Calculation resulting therefrom shall be
       final and binding upon the parties hereto for purposes of
       this Agreement.  If Parent and the Shareholders' Agent
       cannot agree on the Balance Sheet Selected Firm, it shall
       be a national accounting firm chosen by the independent
       auditors for Parent.  The Closing Balance Sheet as
       finally determined by the parties or by the Balance Sheet
       Selected Firm is the "Closing Balance Sheet."  Each party
       shall bear its own costs related to the preparation and
       investigation of the Proposed Closing Balance Sheet, the
       Closing Balance Sheet, any items of disagreement, and the
       Closing Calculation.  The fees and disbursements of the
       Balance Sheet Selected Firm shall be shared equally by
       Parent and the Shareholders.
       
   1.8 Post-Closing Purchase Price Adjustment.
       
     (a)  If the Closing Calculation of the Net Working Capital on the
       Closing Balance Sheet is greater than the Net Working Capital as
       shown on the Unaudited Interim Balance Sheet (the difference
       being an "Unpaid Balance") then, within fifteen                         
       business days after the final determination of the Closing
       Balance Sheet, Parent shall deliver to the
       Shareholders'Shareholder's Agent a number of shares of
       Parent Common Stock having a value (based on a deemed value
       of $36.09375 per share of Parent Common Stock) equal to the
       Unpaid Balance (rounded to the nearest whole share).  Any
       payment by Parent pursuant to this Section 1.8(a) shall be
       apportioned by the Shareholders' Agent between the
       Shareholders in proportion to their percentage ownership of
       the Company as set forth in Exhibit A hereto.
     
     (b)       If the Closing Calculation of the Net Working
       Capital on the Closing Balance Sheet is less than the Net

       Working Capital as shown on the Unaudited Interim Balance
       Sheet (the difference being an "Overpayment") then,
       within fifteen business days of the final determination
       of the Closing Balance Sheet, Parent shall be entitled to
       offset the Overpayment against the Earnout Amount and
       receive from the Escrow Shares a number of shares of
       Parent Common Stock having a value (based on a deemed
       value of $36.09375 per share of Parent Common Stock)
       equal to the Overpayment (rounded to the nearest whole
       share).  Any shares released to Parent pursuant to this
       Section 1.8 shall not apply to the $1,000,000 limit on
       offsets to the Earnout Amount provided in Sections 1.9
       and 8.3(b) hereof.
       
  1.9  Earnout Amount.
       
     (a)          As used herein, the following terms have the following
           meanings:
          
     (i)  "Earnout Amount" means the sum of the Five-Year Annual
          Earnout Amounts and the Sixth-Year Earn-Out Amount paid
          by Parent in respect of each of the Five-Year Earnout
          Years and calendar year 2004 in accordance with this
          Section 1.9.
          
     (ii) "Earnout Year" means each of calendar years 1999, 2000,
          2001, 2002, 2003 and 2004.
          
     (iii) "Five-Year Earnout Year" means each of the
          calendar years 1999, 2000, 2001, 2002 and 2003.
          
     (iv) "Gross Margin" means Net Sales, as defined in Section
          1.9(a)(vi), less cost of goods sold on a basis
          consistent with past practices and in accordance with
          GAAP, which includes direct and indirect production
          labor, material, depreciation of facilities and
          equipment used for manufacturing purposes, outside
          manufacturing subcontractors and service personnel,
          freight and other production expenses, except that
          salaries and commissions of sale force, travel and
          entertainment expenses and show marketing expenses
          shall not be included in the cost of goods sold.
          
     (v)  "Gross Margin Percentage" means Gross Profit divided by
          Net Sales.
          
     (vi) "Net Sales" means the aggregate annual gross revenues
          of the Company, calculated on the accrual basis
          consistent with past revenue recognition policies
          generally applicable to its business, less freight,
          returns, rebates and allowances for doubtful accounts.
          
     (vii)"Proposed Annual Earnout Amount" means a Proposed
          Annual Five-Year Earnout Amount or a Proposed Sixth-Year Earnout
          Amount.
          
    (viii)"Proposed Annual Five-Year Earnout Amount"
          means, for each Five-Year Earnout Year, the product of
          (i) annual Net Sales for such Five-Year Earnout Year in
          excess of $7,500,000 multiplied by (ii) the applicable
          earnout percentage based on the Company's Gross Margin
          Percentage in the applicable Earnout Year as set forth
          on Schedule 1 hereto, as calculated by Parent in the
          manner required hereby.
          
     (ix) "Proposed Sixth-Year Earnout Amount" means, for
          calendar year 2004, the product of (i) annual Net Sales
          for calendar year 2004 in excess of $7,500,000
          multiplied by (ii) the applicable earnout percentage
          based on the Company's Gross Margin Percentage in
          calendar year 2004 as set forth on Schedule 2 hereto,
          as calculated by Parent in the manner required hereby.
          
     (b)      Parent will calculate each Proposed Annual Earnout
       Amount and the Company's Gross Margin for each Earnout Year and will

PAGE>

       present such calculations, in reasonable
       detail, to the Shareholders' Agent and the Escrow Agent
       no later than 45 days after the end of the related
       Earnout Year.  Parent will maintain such records as are
       necessary to calculate each Proposed Annual Earnout
       Amount and the Company's Gross Margin and Gross Margin
       Percentage for each Earnout Year.   The Proposed Annual
       Earnout Amount shall be binding upon the parties to this
       Agreement and determined to be the "Annual Earnout
       Amount" unless the Shareholders' Agent gives written
       notice of disagreement with any Proposed Annual Earnout
       Amount to Parent and the Escrow Agent within 30 days
       after its receipt of a Proposed Annual Earnout Amount,
       specifying the nature and extent of such disagreement in
       sufficient specificity that Parent is able to investigate
       and respond to each element of such disagreement, and
       Parent will give the Shareholders' Agent reasonable
       access to records needed to verify the calculation of
       each Proposed Annual Earnout Amount.  If Parent and the
       Shareholders' Agent are unable to resolve any such
       disagreement within such period, the disagreement shall
       be referred for final determination to an independent
       accounting firm of national reputation selected by the
       mutual agreement of Parent and the Shareholders' Agent
       (the "Earnout Selected Firm"), and the resolution of that
       disagreement and the Annual Earnout resulting therefrom
       shall be final and binding upon the parties hereto for
       purposes of this Agreement.  If Parent and the
       Shareholders' Agent cannot agree on the Earnout Selected
       Firm, it shall be a national accounting firm chosen by
       the independent auditors for Parent.  The Annual Earnout
       as finally determined by the parties or by the Earnout
       Selected Firm is the "Annual Earnout."  Each party shall
       bear its own costs related to the preparation and
       investigation of the Annual Earnout Amount.  The fees and
       disbursements of the Earnout Selected Firm shall be
       shared equally by Parent and the Shareholders unless the
       Earnout Selected Firm shall determine based upon its
       assessment of the relative merits of the positions taken
       by each in any disagreement presented to such firm that a
       different proportion is equitable.
       
(c)    Subject to Section 1.8, this Section 1.9 and Section
8.3(b), on the fifteenth Trading Day after determination of the
Annual Earnout Amount (the "Earnout Payment Date"), the Escrow
Agent shall release to the Shareholders' Agent from the Escrow
Shares a number of shares of Parent Common Stock having a value
(based on the Average Trading Price as of the Earnout Payment
Date) equal to the Annual Earnout Amount in respect
of the immediately preceding Earnout Year (rounded to the nearest
whole share); provided, however, that the Annual Earnout Amount
for each Earnout Year shall be payable only if  and to the extent
that the Company's Gross Margin Percentage of at least 30% in any
such Earnout Year, as set forth in Schedules 1 and 2 hereto.  The
Shareholders' Agent shall distribute to the Shareholders their
proportional share (as set forth on Exhibit A) of the number of
Escrow Shares (if any) issued in payment of the Annual Earnout
Amount.  Subject to the provisions of Sections 5.5 and 8 hereof,
Parent shall be entitled to offset against the Annual Earnout
Amount an aggregate amount of up to $1,000,000 to the extent the
Shareholders have Liability to the Indemnitees pursuant to
Section 5.5 or 8.2(a) hereof for Losses or Damages, as
applicable, provided that, except with respect to claims under
Section 8.2(a)(iii), Parent shall have notified Shareholders'
Agent of such claims on or prior to the first anniversary of the
date hereof.

     1.10 Closing of the Company's Transfer Books.  At the
       Effective Time, holders of certificates representing
       shares of the Company's capital stock that were
       outstanding immediately prior to the Effective Time shall
       cease to have any rights as shareholders of the Company,
       and the stock transfer books of the Company shall be
       closed with respect to all shares of such capital stock
       outstanding immediately prior to the Effective Time.  No
       further transfer of any such shares of the

       Company's capital stock shall be made on such stock transfer books
       after the Effective Time.  If, after the Effective Time,
       a valid certificate previously representing any of such
       shares of the Company's capital stock (a "Company Stock
       Certificate") is presented to the Surviving Corporation
       or Parent, such Company Stock Certificate shall be
       canceled and shall be exchanged as provided in Section
       1.11.
       
     1.11   Exchange of Certificates.
       
     (a)       No fractional shares of Parent Common Stock shall
       be issued in connection with the Merger, and no
       certificates for any such fractional shares shall be
       issued.  In lieu of such fractional shares, any holder of
       capital stock of the Company who would otherwise be
       entitled to receive a fraction of a share of Parent
       Common Stock pursuant to Section 1.5 hereof (after
       aggregating all fractional shares of Parent Common Stock
       issuable to such holder pursuant to Section 1.5 hereof)
       shall, upon surrender of such holder's Company Stock
       Certificate(s), be paid in cash the dollar amount
       (rounded to the nearest whole cent), without interest,
       determined by multiplying such fraction by $36.09375.
       
     (b)       Parent and the Surviving Corporation shall be
       entitled to deduct and withhold from any consideration
       payable or otherwise deliverable to any holder or former
       holder of capital stock of the Company pursuant to this
       Agreement such amounts as Parent or the Surviving
       Corporation may be required to deduct or withhold
       therefrom under the Code or under any provision of state,
       local or foreign tax law.  To the extent such amounts are
       so deducted or withheld, such amounts shall be treated
       for all purposes under this Agreement as having been paid
       to the Person to whom such amounts would otherwise have
       been paid.
       
     (c)       Neither Parent nor the Surviving Corporation shall
       be liable to any holder or former holder of capital stock
       of the Company for any shares of Parent Common Stock (or
       dividends or distributions with respect thereto), or for
       any cash amounts, delivered to any public official
       pursuant to any applicable abandoned property, escheat or
       similar law.
       
     (d)       The shares of Parent Common Stock to be issued
       pursuant to this Agreement shall be characterized as
       "Restricted Securities" under the federal securities
       laws, and under such laws such shares may be resold
       without registration under the Securities Act of 1933, as
       amended (the "Securities Act"), only in certain limited
       sets of circumstances.  Each certificate evidencing
       shares of Parent Common Stock to be issued pursuant to
       this Agreement shall bear the following legend (together
       with any legend required by applicable state securities
       laws):
       
          "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE
          BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN
          REGISTERED UNDER THE SECURITIES ACT OF 1933.  SUCH
          SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE
          ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
          THEREFROM UNDER SAID ACT.  COPIES OF THE AGREEMENT
          COVERING THE ISSUANCE OF THESE SHARES AND
          RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO
          COST BY WRITTEN REQUEST MADE BY THE HOLDER OF
          RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE
          CORPORATION."
          
1.12    Reserved.
       
1.13   Tax Consequences.  For federal income tax purposes, the Merger is
       intended to constitute a reorganization within the meaning of Section

       368(a)(2)(E) of the Code.  The parties to this Agreement hereby adopt
       this Agreement as a "plan of reorganization" within the
       meaning of Sections 1.368-2(g) and 1.368-3(a) of the
       United States Treasury Regulations.
       
     1.14  Accounting Treatment.  For
       accounting purposes, the Merger is intended to be treated
       as a "purchase."
       
     1.15   Further Action.  If, at any time
       after the Effective Time, any further action is
       determined by Parent to be reasonably necessary to carry
       out the purposes of this Agreement or to vest the
       Surviving Corporation or Parent with full right, title
       and possession of and to all rights and property of
       Merger Sub and the Company, the officers and directors of
       the Surviving Corporation and Parent shall be fully
       authorized (in the name of Merger Sub, in the name of the
       Company and otherwise) to take such action.
       
SECTION 2.   Representations and Warranties of the Company and
the Shareholders
     
     The Company and the Shareholders jointly and severally
     represent and warrant, to and for the benefit of the
     Indemnitees, as follows:
     
2.1  Due Organization; No Subsidiaries; etc.

     (a)       The Company is a corporation duly organized,
       validly existing and in good standing under the laws of
       the State of California and has all necessary power and
       authority:  (i) to conduct its business in the manner in
       which its business is currently being conducted; (ii) to
       own and use its assets in the manner in which its assets
       are currently owned and used; and (iii) to perform its
       obligations under all Company Contracts.
       
     (b)       Except as set forth in Part 2.1(b) of the
       Disclosure Schedule, the Company has not conducted any
       business under or otherwise used, for any purpose or in
       any jurisdiction, any fictitious name, assumed name,
       trade name or other name, other than the names
       "CleanLink," "CleanLink, Inc.," "Clean Link" and "Clean
       Link, Inc."
       
     (c)       The Company is not and has not been required to be
       qualified, authorized, registered or licensed to do
       business as a foreign corporation in any jurisdiction
       other than the jurisdictions identified in Part 2.1(c) of
       the Disclosure Schedule, except where the failure to be
       so qualified, authorized, registered or licensed has not
       had and will not have a Material Adverse Effect on the
       Company.  The Company is in good standing as a foreign
       corporation in each of the jurisdictions identified in
       Part 2.1(c) of the Disclosure Schedule.
       
     (d)       Part 2.1(d) of the Disclosure Schedule accurately
       sets forth (i) the names of the members of the Company's
       board of directors, (ii) the names of the members of each
       committee of the Company's board of directors, and (iii)
       the names and titles of the Company's officers.
       
     (e)       The Company does not own any controlling interest
       in any Entity, and the Company has never owned,
       beneficially or otherwise, any shares or other securities
       of, or any direct or indirect equity interest in, any
       Entity.  The Company has not agreed and is not obligated
       to make any future investment in or capital contribution
       to any Entity.
       
     Articles of Incorporation and Bylaws; Records.2.2
       Articles of Incorporation and Bylaws; Records.  The
       Company has delivered to Parent accurate and complete
       copies of:  (1) the Company's articles of incorporation

       and bylaws, including all amendments thereto; (2) the
       stock records of the Company; and (3) the minutes and
       other records of the meetings and other proceedings
       (including any actions taken by written consent or
       otherwise without a meeting) of the shareholders of the
       Company, the board of directors of the Company and all
       committees of the board of directors of the Company.
       There have been no formal meetings or other proceedings
       of the shareholders of the Company, the board of
       directors of the Company or any committee of the board of
       directors of the Company that are not fully reflected in
       such minutes or other records.  There has not been any
       violation of any of the provisions of the Company's
       articles of incorporation or bylaws, and the Company has
       not taken any action that is inconsistent in any material
       respect with any resolution adopted by the Company's
       shareholders, the Company's board of directors or any
       committee of the Company's board of directors.  The stock
       records, minute books and other records of the Company
       are accurate, up-to-date and complete in all material
       respects, and have been maintained in accordance with
       prudent business practices.
       
2.3    Capitalization, etc
       
     (a)       The authorized capital stock of the Company
       consists of: 500,000 shares of Company Common Stock, of
       which 209,000 shares have been issued and are outstanding
       as of the Closing Date.  All of the outstanding shares of
       Company Common Stock have been duly authorized and
       validly issued, are fully paid and non-assessable are
       held of record and beneficially as set forth in Part
       2.3(a) of the Disclosure Schedule.  Except as set forth
       in Part 2.3(a) of the Disclosure Schedule, there is no
       repurchase option which is held by the Company and to
       which any of such shares is subject. There are no
       securities, options, warrants, rights, calls,
       subscription agreements, commitments or understandings of
       any nature whatsoever that directly or indirectly (i)
       call for the  issuance, sale, pledge or other disposition
       of any shares of capital stock of the Company or any
       securities convertible into, or other rights to acquire,
       any shares of capital stock of the Company, (ii) obligate
       the Company to grant, offer or enter into any of the
       foregoing or (iii) relate to the voting or control of
       such capital stock, securities or rights.
       
     (b)       All outstanding shares of Company Common Stock
       have been issued and granted in compliance with (i) all
       applicable securities laws and other applicable Legal
       Requirements, and (ii) all requirements set forth in
       applicable Contracts.
       
     (c)       The Company has never repurchased, redeemed or
       otherwise reacquired any shares of capital stock or other
       securities of the Company.
       
2.4    Financial Statements.
       
     (a)       Part 2.4 of the Disclosure Schedule includes the
       following financial statements and notes (collectively,
       the "Company Financial Statements"):
       
     (i)            The unaudited balance sheets of the Company
       as of December 31, 1997, and the related unaudited income
       statements of the Company for the year then ended,
       together with the notes thereto; and
       
     (ii)           the unaudited balance sheet of the Company as
       of June 30, 1998 (the "Unaudited Interim Balance Sheet"),
       and the related unaudited income statement of the Company
       for the six months then ended.

       

     (b)       The Company Financial Statements are accurate and
       complete in all material respects and present fairly the
       financial position of the Company as of the respective
       dates thereof and the results of operations and (in the
       case of the financial statements referred to in Section
       2.4(a)(i)) cash flows of the Company for the periods
       covered thereby.  The Company Financial Statements have
       been prepared based on the books and records of the
       Company and in accordance with GAAP applied on a
       consistent basis throughout the periods covered (except
       as disclosed in the footnotes thereto and except that the
       financial statements referred to in Section 2.4(a)(ii) do
       not contain footnotes and are subject to normal and
       recurring year-end adjustments, which will not,
       individually or in the aggregate, be material in
       magnitude).
       
2.5    Absence of Changes.  Except  as  set forth in Part  2.5
       of the Disclosure  Schedule, since December 31, 1997:

(a)    to the best of the Knowledge of the
       Company and the Shareholders, there has not been any
       event, occurrence, or change in circumstances or facts
       regarding the Company or its business that has had or
       that may be reasonably expected to have, either alone or
       in the aggregate, a Material Adverse Effect on the
       Company;
       
     (b)       there has not been any material loss, damage or
       destruction to, or any material interruption in the use
       of, any of the Company's assets (whether or not covered
       by insurance);
       
     (c)       the Company has not declared, accrued, set aside
       or paid any dividend or made any other distribution in
       respect of any shares of capital stock, and has not
       repurchased, redeemed or otherwise reacquired any shares
       of capital stock or other securities;
       
     (d)       the Company has not sold, issued or authorized the
       issuance of (i) any capital stock or other security, (ii)
       any option or right to acquire any capital stock or any
       other security, or (iii) any instrument convertible into
       or exchangeable for any capital stock or other security;
       
     (e)       the Company has not amended or waived any of its
       rights under, or permitted the acceleration of vesting
       under, any restricted stock purchase agreement;
       
     (f)       there has been no amendment to the Company's
       articles of incorporation or bylaws, and the Company has
       not effected or been a party to any Acquisition
       Transaction, recapitalization, reclassification of
       shares, stock split, reverse stock split or similar
       transaction;
       
     (g)       the Company has not formed any subsidiary or
       acquired any equity interest or other interest in any
       other Entity;
       
     (h)       the Company has not made any (i) single capital
       expenditure or commitment in excess of Fifty Thousand
       Dollars ($50,000) for additions to property, plant,
       equipment or intangible capital assets or aggregate
       capital expenditures and commitments or (ii) sale,
       assignment, transfer, lease or other disposition of or
       agreement to sell, assign, transfer, lease or otherwise
       dispose of any asset or property having a value of Fifty
       Thousand Dollars ($50,000) in the aggregate other than in
       the ordinary course of business;
       
     (i)       the Company has not (i) entered into or permitted
       any of the assets owned or used by it to become bound by
       any Contract that is or would constitute a Material
       Contract (as defined in Section 2.10(a)),

       or (ii) amended or prematurely terminated, or waived any material
       right or remedy under, any such Contract;
       
     (j)       the Company has not (i) acquired, leased or
       licensed any right or other asset from any other Person,
       (ii) sold or otherwise disposed of, or leased or
       licensed, any right or other asset to any other Person,
       or (iii) waived or relinquished any right, except for
       immaterial rights or other immaterial assets acquired,
       leased, licensed or disposed of in the ordinary course of
       business and consistent with the Company's past practices
       prepaid any expense of the Company;
       
     (k)       the Company has not (i) written off as
       uncollectible, or established any extraordinary reserve
       with respect to, any account receivable or other
       indebtedness or (ii) prepaid any expense of the Company;
       
     (l)       the Company has not made any pledge of any of its
       assets or otherwise permitted any of its assets to become
       subject to any Encumbrance, except for pledges of
       immaterial assets made in the ordinary course of business
       and consistent with the Company's past practices;
       
     (m)       the Company has not (i) lent money to any Person
       (other than pursuant to routine travel advances made to
       employees in the ordinary course of business), or (ii)
       incurred or guaranteed any indebtedness for borrowed
       money;
       
     (n)       the Company has not (i) granted any severance,
       continuation or termination pay to any director, officer,
       shareholder or employee of the Company, (ii) entered into
       any employment, deferred compensation or other similar
       agreement (or any amendment to any such existing
       agreement) with any director, officer, shareholder or
       employee of the Company, (iii) increased benefits payable
       or potentially payable under any severance, continuation
       or termination pay policies or employment agreements with
       any director, officer, shareholder or employee of the
       Company, (iv) increased compensation, bonus or other
       benefits payable or potentially payable to directors,
       officers, shareholders or employees of the Company, (v)
       changed the terms of any bonus, pension, insurance,
       health or other Plan of the Company, or (vi) represented
       to any employee or former employee of the Company that
       Parent would assume, continue to maintain or implement
       any Plan after the Closing Date;
       
     (o)        the Company has not changed any of its methods of
       accounting or accounting practices in any respect;
       
     (p)       the Company has not made any Tax election;
       
     (q)       the Company has not commenced or settled any Legal
       Proceeding;
       
     (r)       the Company has not entered into any material
       transaction or taken any other material action outside
       the ordinary course of business or inconsistent with its
       past practices; and
       
     (s)       the Company has not agreed or committed to take
       any of the actions referred to in clauses "(c)" through
       "(r)" above.
       
     2.6  Title to Assets.
       
     (a)       The Company owns, and has good, valid and
       marketable title to, all assets purported to be owned by
       it, including:  (i)  all assets reflected on the
       Unaudited Interim Balance Sheet;  (ii)  all assets

       referred to in Parts 2.7(b) and 2.9 of the Disclosure
       Schedule and all of the Company's rights under the
       Contracts identified in Part 2.10 of the Disclosure
       Schedule; and (iii) all other assets reflected in the
       Company's books and records as being owned by the
       Company.  Except as set forth in Part 2.6 of the
       Disclosure Schedule, all of said assets are owned by the
       Company free and clear of any liens or other
       Encumbrances, except for (x) any lien for current taxes
       not yet due and payable, and (y) minor liens that have
       arisen in the ordinary course of business and that do not
       (in any case or in the aggregate) materially detract from
       the value of the assets subject thereto or materially
       impair the operations of the Company.
       
     (b)       Part 2.6(b) of the Disclosure Schedule identifies
       all assets that are material to the business of the
       Company that are being leased or licensed to the Company.
       The Company is not in default under any of the leases
       listed on Part 2.6(b) of the Disclosure Schedule.
       
     2.7  Bank Accounts; Receivables; Customers.
       
     (a)       Part 2.7(a) of the Disclosure Schedule provides
       accurate information with respect to each account
       maintained by or for the benefit of the Company at any
       bank or other financial institution.
       
     (b)       Part 2.7(b) of the Disclosure Schedule provides an
       accurate and complete breakdown and aging of all accounts
       receivable, notes receivable and other receivables of the
       Company as of June 30, 1998.  Except as set forth in Part
       2.7(b) of the Disclosure Schedule, all existing accounts
       receivable of the Company (including those accounts
       receivable reflected on the Unaudited Interim Balance
       Sheet that have not yet been collected and those accounts
       receivable that have arisen since June 30, 1998 and have
       not yet been collected) (i) represent valid obligations
       of customers of the Company arising from bona fide
       transactions entered into in the ordinary course of
       business, (ii) are current and will be collected in at
       their recorded amounts when due (except to the extent the
       Company elects not to collect late charges and interest
       consistent with past practices), without any counterclaim
       or set off.
       
     (c)       Part 2.7(c) of the Disclosure Schedule sets forth
       a correct and complete list (by name, address and persons
       to contact) of the ten largest customers (based on
       revenues generated by the Company from such customers
       through the sale of products by the Company) of the
       Company ("Major Customers") for the years ended December
       31, 1997 (actual) and December 31, 1998 (estimated, with
       actuals through June 30, 1998).  As of the date hereof,
       neither the Company nor any Shareholder is aware of any
       development regarding the Company's relationship with one
       or more of the Major Customers (i) which could reasonably
       be expected to result in a Material Adverse Effect on the
       Company or (ii) which indicates that, following the
       Closing, any such Major Customer will either terminate
       current purchase orders or refuse to purchase additional
       products from the Company.
       
     Equipment; Leasehold.2.8   Equipment; Leasehold.
       
     (a)       All material items of equipment and other tangible
       assets owned by or leased to the Company are adequate for
       the uses to which they are being put, are in good
       condition and repair (ordinary wear and tear excepted)
       and are adequate for the conduct of the Company's
       business in the manner in which such business is
       currently being conducted.
       
     (b)       The Company does not own any real property or any interest
       in real property, except for the leasehold created under the real

       property lease identified in Part 2.10(a) of the Disclosure Schedule
       (the "Lease").  The property leased pursuant to the Lease (the
       "Leased Real Property") constitutes all of the real property leased
       or occupied by the Company in connection with the Company's
       business.  Except as set forth on Part 2.8(b) of the
       Disclosure Schedule, the Lease is in full force and
       effect, and all rent and other material sums and charges
       payable by the Company as tenant thereunder are current.
       No written notice of any default under the Lease has been
       given or received by the Company.  There are no
       subleases, licenses or other agreements granting any
       Person other than the Company any right to the
       possession, use, occupancy or enjoyment of the Leased
       Real Property.  The Company has all right, title and
       interest of the lessee under the Lease, free and clear of
       any and all Encumbrances.
       
     2.9  Proprietary Assets.
       
     (a)       Part 2.9(a)(i) of the Disclosure Schedule sets
       forth, with respect to each Company Proprietary Asset
       registered with any Governmental Body or for which an
       application has been filed with any Governmental Body,
       (i) a brief description of such Proprietary Asset, and
       (ii) the names of the jurisdictions covered by the
       applicable registration or application.  Part 2.9(a)(ii)
       of the Disclosure Schedule identifies and provides a
       brief description of all other Company Proprietary Assets
       owned by the Company.  Part 2.9(a)(iii) of the Disclosure
       Schedule identifies and provides a brief description of
       each Proprietary Asset licensed to the Company by any
       Person (except for any Proprietary Asset that is licensed
       to the Company under any third party software license
       generally available to the public at a cost of less than
       $10,000), and identifies the license agreement under
       which such Proprietary Asset is being licensed to the
       Company.  Except as set forth in Part 2.9(a)(iv) of the
       Disclosure Schedule, the Company has good, valid and
       marketable title to all of the Company Proprietary Assets
       identified in Parts 2.9(a)(i) and 2.9(a)(ii) of the
       Disclosure Schedule, free and clear of all liens and
       other Encumbrances, and has a valid right to use all
       Proprietary Assets identified in Part 2.9(a)(iii) of the
       Disclosure Schedule.  Except as set forth in Part
       2.9(a)(v) of the Disclosure Schedule, the Company is not
       obligated to make any payment to any Person for the use
       of any Company Proprietary Asset.  Except as set forth in
       Part 2.9(a)(vi) of the Disclosure Schedule, the Company
       has not developed jointly with any other Person any
       Company Proprietary Asset with respect to which such
       other Person has any rights.
       
     (b)       The Company has taken reasonably adequate measures
       and precautions to protect and maintain the
       confidentiality and secrecy of all Company Proprietary
       Assets (except Company Proprietary Assets whose value
       would be unimpaired by public disclosure) and otherwise
       to maintain and protect the value of all Company
       Proprietary Assets.
       
     (c)       To the best of the Knowledge of the Company and
       the Shareholders, none of the Company Proprietary Assets
       infringes or conflicts with any Proprietary Asset owned
       or used by any other Person. To the best of the Knowledge
       of the Company and the Shareholders, the Company is not
       infringing, misappropriating or making any unlawful use
       of, and the Company has not at any time infringed,
       misappropriated or made any unlawful use of, or received
       any notice or other communication (in writing or
       otherwise) of any actual, alleged, possible or potential
       infringement, misappropriation or unlawful use of, any
       Proprietary Asset owned or used by any other Person. To
       the best of the Knowledge of the Company and the
       Shareholders, no other Person is infringing,
       misappropriating or making any unlawful use of, and no
       Proprietary Asset owned or used by any other Person
       infringes or conflicts with, any Company Proprietary
       Asset.

     (d)       Except as set forth in Part 2.9(d) of the
       Disclosure Schedule:  (i) each Company Proprietary Asset
       conforms in all material respects with any specification,
       documentation, performance standard, representation or
       statement made or provided with respect thereto by or on
       behalf of the Company; and (ii) there has not been any
       claim by any customer or other Person alleging that any
       Company Proprietary Asset (including each version thereof
       that has ever been licensed or otherwise made available
       by the Company to any Person) does not conform in all
       material respects with any specification, documentation,
       performance standard, representation or statement made or
       provided by or on behalf of the Company, and, to the best
       of the Knowledge of the Company and the Shareholders,
       there is no basis for any such claim.
       
     (e)       The Company Proprietary Assets constitute all the
       Proprietary Assets necessary to enable the Company to
       conduct its business in the manner in which such business
       has been and is being conducted.  Except as set forth in
       Part 2.9(e) of the Disclosure Schedule, (i) the Company
       has not licensed any of the Company Proprietary Assets to
       any Person on an exclusive basis, and (ii) the Company
       has not entered into any covenant not to compete or
       Contract limiting its ability to exploit fully any of its
       Proprietary Assets or to transact business in any market
       or geographical area or with any Person.
       
  (f)           Except as set forth in Part 2.9(f) of the
       Disclosure Schedule, (i) all current and former employees
       of the Company have executed and delivered to the Company
       an agreement (containing no exceptions to or exclusions
       from the scope of its coverage) that is substantially
       identical to the form of Intellectual Property and
       Confidential Information Agreement previously delivered
       to Parent, and (ii) all current and former consultants
       and independent contractors to the Company have executed
       and delivered to the Company an agreement (containing no
       exceptions to or exclusions from the scope of its
       coverage) that is substantially identical to the form of
       Intellectual Property and Consultant Confidential
       Information Agreement previously delivered to Parent.
       
     2.10 Contracts.
       
     (a)       Part 2.10(a) of the Disclosure Schedule
       identifies:
       
     (i)            each Company Contract relating to the
       employment of, or the performance of services by, any
       employee, consultant or independent contractor;
       
     (ii)           each Company Contract relating to the
       acquisition, transfer, use, development, sharing or
       license of any technology or any Proprietary Asset;
       
     (iii)          each Company Contract imposing any
       restriction on the Company's right or ability (A) to
       compete with any other Person, (B) to acquire any product
       or other asset or any services from any other Person, to
       sell any product or other asset to or perform any
       services for any other Person or to transact business or
       deal in any other manner with any other Person, or (C)
       develop or distribute any technology;
       
     (iv)           each Company Contract creating or involving
       any agency relationship, distribution arrangement or
       franchise relationship;
       
     (v)            each Company Contract relating to the
       acquisition, issuance or transfer of any securities;

  
     (vi)           each Company Contract relating to the
       creation of any Encumbrance with respect to any asset of
       the Company;
       
     (vii)          any mortgage, indenture, note, installment
       obligation or other Company Contract for or relating to
       the borrowing of money by the Company;
       
     (viii)         each Company Contract involving or
       incorporating any guaranty, any pledge, any performance
       or completion bond, any indemnity or any surety
       arrangement;
       
     (ix)           any Company Contract related to any
       obligation to make payments, contingent or otherwise,
       arising out of the prior acquisition of the business of
       other Persons;
       
     (x)            each Company Contract creating or relating to
       any partnership or joint venture or any sharing of
       revenues, profits, losses, costs or liabilities;
       
     (xi)           each Company Contract relating to the
       purchase or sale of any product or other asset by or to,
       or the performance of any services by or for, any Related
       Party (as defined in Section 2.18);
       
     (xii)          each Company Contract constituting or
       relating to a Government Contract or Government Bid;
       
     (xiii)any other Company Contract that was entered into
       outside the ordinary course of business or was
       inconsistent with the Company's past practices;
       
     (xiv)any other Company Contract that has a term of more than
       60 days and that may not be terminated by the Company
       (without penalty) within 60 days after the delivery of a
       termination notice by the Company;
       
     (xv)           any other Company Contract that contemplates
       or involves (A) the payment or delivery of cash or other
       consideration in an amount or having a value in excess of
       $50,000 in the aggregate, or (B) the performance of
       services having a value in excess of $50,000 in the
       aggregate; and
       
     (xvi)any other material Contract.
       
(Contracts in the respective categories described in clauses
"(i)" through "(xvi)" above are referred to in this Agreement as
"Material Contracts.")

     (b)       The Company has delivered to Parent accurate and
       complete copies of all written Contracts identified in
       Part 2.10(a) of the Disclosure Schedule, including all
       amendments thereto.  Part 2.10(b) of the Disclosure
       Schedule provides an accurate description of the material
       terms of each Company Contract that is not in written
       form.  Each Contract identified in Part 2.10(a) of the
       Disclosure Schedule is valid and in full force and
       effect, and, to the best of the Knowledge of the Company
       and the Shareholders, is enforceable by the Company in
       accordance with its terms, subject to (i) laws of general
       application relating to bankruptcy, insolvency and the
       relief of debtors, and (ii) rules of law governing
       specific performance, injunctive relief and other
       equitable remedies.
       
     (c)       Except as set forth in Part 2.10(c) of the
       Disclosure Schedule:
       
     (i)            the Company has not violated or breached, or committed
       any default under, any Company Contract, and, to the best of the

       Knowledge of the Company and the Shareholders, no other Person has
       violated or breached, or committed any default under, any Company
       Contract;
       
     (ii)           to the best of the Knowledge of the Company
       and the Shareholders, no event has occurred, and no
       circumstance or condition exists, that (with or without
       notice or lapse of time) will, or could reasonably be
       expected to, (A) result in a violation or breach of any
       of the provisions of any Company Contract, (B) give any
       Person the right to declare a default or exercise any
       remedy under any Company Contract, (C) give any Person
       the right to accelerate the maturity or performance of
       any Company Contract, or (D) give any Person the right to
       cancel, terminate or modify any Company Contract;
       
     (iii)          since December 31, 1992, the Company has not
       received any notice or other communication regarding any
       actual or possible violation or breach of, or default
       under, any Company Contract; and
       
     (iv)           the Company has not waived any of its
       material rights under any Material Contract.
       
     (d)       The Contracts identified in Part 2.10(a) of the
       Disclosure Schedule collectively constitute all of the
       Contracts necessary to enable the Company to conduct its
       business in the manner in which its business is currently
       being conducted.
       
     (e)       Part 2.10(e) of the Disclosure Schedule identifies
       and provides a brief description of each proposed
       Contract as to which any bid, offer,  award, written
       proposal, term sheet or similar document has been
       submitted or received by the Company since January 1,
       1998 outside the ordinary course of business.
       
     (f)       Part 2.10(f) of the Disclosure Schedule provides
       an accurate description and breakdown of the Company's
       backlog under Company Contracts.
       
    2.11  Liabilities.  The Company has no accrued,
       contingent or other liabilities of any nature, either
       matured or unmatured (whether or not required to be
       reflected in financial statements in accordance with
       GAAP, and whether due or to become due), except for: (a)
       liabilities identified as such in the "liabilities"
       column of the Unaudited Interim Balance Sheet; (b)
       accounts payable or accrued salaries that have been
       incurred by the Company since June 30, 1998 in the
       ordinary course of business and consistent with the
       Company's past practices; (c) liabilities under the
       Company Contracts identified in Part 2.10(a) of the
       Disclosure Schedule, to the extent the nature and
       magnitude of such liabilities can be specifically
       ascertained by reference to the text of such Company
       Contracts; and (d) the liabilities identified in Part
       2.11 of the Disclosure Schedule.  The Company does not
       have outstanding any indebtedness for borrowed money.
       
    2.12   Compliance with Legal Requirements.  The Company is, and has at
       all times since December 31, 1992 been, in compliance with all
       applicable Legal Requirements, except where the failure
       to comply with such applicable Legal Requirements has not
       had and will not have a Material Adverse Effect on the
       Company.  Except as set forth in Part 2.12 of the
       Disclosure Schedule, since December 31, 1992, the Company
       has not received any notice or other communication from
       any Governmental Body regarding any actual or possible
       violation of, or failure to comply with, any Legal
       Requirement.
       
     2.13  Governmental Authorizations. Part 2.13 of the Disclosure Schedule
       identifies each material Governmental Authorization held by the

       Company, and the Company has delivered to Parent
       accurate and complete copies of all Governmental
       Authorizations identified in Part 2.13 of the Disclosure
       Schedule.  The Governmental Authorizations identified in
       Part 2.13 of the Disclosure Schedule are valid and in
       full force and effect, and collectively constitute all
       Governmental Authorizations necessary to enable the
       Company to conduct its business in the manner in which
       its business is currently being conducted.  The Company
       is, and at all times since December 31, 1992 has been, in
       substantial compliance with the terms and requirements of
       the respective Governmental Authorizations identified in
       Part 2.13 of the Disclosure Schedule. Since December 31,
       1992, the Company has not received any notice or other
       communication from any Governmental Body regarding (a)
       any actual or possible violation of or failure to comply
       with any term or requirement of any Governmental
       Authorization, or (b) any actual or possible revocation,
       withdrawal, suspension, cancellation, termination or
       modification of any Governmental Authorization.
       
    2.14 Tax Matters  Except as provided in Part
       2.14 of the Disclosure Schedule:
       
     (a)       all Returns required to be filed with any Taxing
       Authority with respect to any Pre-Closing Tax Period by
       or on behalf of the Company have, to the extent required
       to be filed on or before the date hereof, been filed when
       due (taking into account any permitted extensions);
       
     (b)       to the best of the Knowledge of the Company and
       the Shareholders, as of the time of filing, the Returns
       were accurate and complete in all material respects and
       do not contain a disclosure statement under Code Section
       6662 (or any predecessor provision or comparable
       provision of any Law);
       
     (c)       all Taxes that are due have been timely paid, or
       withheld and remitted to the appropriate Taxing
       Authority;
       
     (d)       the Company is not delinquent in the payment of
       any material Tax or has requested any extension of time
       within which to file any Return and has not yet filed
       such Return;
       
     (e)       the Company  has not been granted any extension or
       waiver of the statute of limitations period applicable to
       any Return, which period (after giving effect to such
       extension or waiver) has not yet expired;
       
     (f)       the Company is not a party to or bound by any
       closing agreement or offer in compromise with any Taxing
       Authority;
       
     (g)       there is no claim, audit, action, suit,
       proceeding, or, to the best of the Knowledge of the
       Company and the Shareholders, any investigation now
       pending against or with respect to the Company  in
       respect of any Tax or Tax Asset;
       
     (h)       there are no requests for rulings or
       determinations in respect of any Tax or Tax Asset pending
       between the Company and any Taxing Authority;
       
     (i)       the Company is not a party to any agreement,
       contract, arrangement or plan that has resulted or would
       result, separately or in the aggregate, in connection
       with this Agreement or any change of control of the
       Company, in the payment of any "excess parachute
       payments" within the meaning of Code Section 280G;

     (j)       the Company has not agreed to make, or is not
       required to make, any adjustment under Code Section 263A
       or 481(a) or any comparable provision of state or foreign
       Tax laws by reason of a change in accounting method or
       otherwise, and the Company has not taken action which is
       not in accordance with past practice that could defer a
       Liability for Taxes of the Company from any Pre-Closing
       Tax Period to any Post-Closing Tax Period;
       
     (k)       there are no liens for Taxes upon the assets of
       the Company except liens for current Taxes not yet
       delinquent;
       
     (l)       no Shareholder is subject to withholding under
       Code Section 1445 with respect to any transaction
       contemplated hereby;
       
     (m)       the Company is not currently under any contractual
       obligation to pay any amounts of the type described in
       clause (ii) or (iii) of the definition of "Tax;"
       
     (n)       the Company does not have and has not had or has
       had a permanent establishment in any foreign country, as
       defined in any applicable Tax treaty or convention
       between the United States and such foreign country, and
       the Company has not engaged in a trade or business
       within, or derived any income from any foreign country;
       
     (o)       the Company is not a party to any joint venture,
       partnership, or other arrangement or contract which could
       be treated as a partnership for Federal, state, local or
       foreign Tax purposes;
       
     (p)       to the best of the Knowledge of the Company and
       the Shareholders, the provision for Taxes on the
       Unaudited Interim Balance Sheet (excluding deferred
       taxes) is at least equal, as of the date thereof, to all
       unpaid Taxes of the Company, whether or not disputed, for
       the Pre-Closing Tax Period and the provision for Taxes on
       the Closing Date Balance Sheet (excluding deferred taxes)
       will be at least equal, as of the date thereof, to all
       unpaid Taxes of the Company, whether or not disputed, for
       the Pre-Closing Tax Period; and
       
     (q)       the Company's adjusted tax basis in the property,
       plant and equipment for Federal Tax purposes on the
       Closing Date shall be zero.
       
Part 2.14 of the Disclosure Schedule contains a complete and
accurate list of all jurisdictions to which any material Tax is
properly payable by the Company.

     2.15  Employee Benefit Plans; Labor and Employment Matters.
       
     (a)       Part 2.15(a) of the Disclosure Schedule sets forth
       a true, correct and complete list of all of (i) the
       employee benefit plans, arrangements or policies (whether
       or not written), whether U.S. or foreign, and whether or
       not subject to the Employee Retirement Income Security
       Act of 1974, as amended ("ERISA"), including, without
       limitation, any stock option, stock purchase, stock
       award, retirement, pension, deferred compensation, profit
       sharing, savings, incentive, bonus, health, dental,
       hearing, vision, drug, life insurance, cafeteria,
       flexible spending, dependent care, fringe benefit,
       vacation pay, holiday pay, disability, sick pay, workers
       compensation, unemployment, severance pay, employee loan,
       educational assistance plan, policy or arrangement, and
       (ii) any employment, indemnification, consulting or
       severance agreement, under which any current or former
       employee or director of the Company has any present or
       future right to benefits or under which the Company has
       any present or future liability (collectively, the
       "Plans").  Neither the Company nor any of its Affiliates
       has communicated to present or former employees of the
       Company or formally adopted or authorized any

       additional Plan or any change in or termination of any existing
       Plan.  No Plan covers employees other than employees of
       the Company.
       
     (b)       The Company has delivered to Parent a complete and
       current copy of each Plan document or a written
       description of any unwritten Plan; any employee handbook
       applicable to employees of the Company; and with respect
       to any Plan, any related trust agreement or insurance
       contract, the most recent summary plan description, the
       most recent IRS determination letter, and the two most
       recent Forms 5500 or 5500-C/R (including all attached
       schedules) and financial statements.
       
     (c)       Except as set forth on Part 2.15(c) of the
       Disclosure Schedule:
       
     (i)            Each Plan has been established and
       administered in accordance with its terms and all
       applicable Legal Requirements.
       
     (ii)           Each Plan intended to be tax-qualified under
       Section 401(a) of the Code has received a favorable
       determination letter from the Internal Revenue Service as
       to its tax-qualified status under the Code and nothing
       has occurred since the date of such favorable
       determination letter which would adversely affect the
       qualified status of such Plan.
       
     (iii)          All contributions and premiums required to
       have been paid under or with respect to any Plan have
       been timely paid.
       
     (iv)           Each individual who is characterized by the
       Company as an independent contractor for purposes of
       income tax withholding or employment or unemployment
       taxes has been appropriately classified as an independent
       contractor under IRS Rev. Rul. 87-41 or Section 530 of
       the Revenue Act of 1978.
       
     (d)       With respect to any Plan, no actions, suits,
       claims or proceedings (other than routine claims for
       benefits) are pending or, to the best of the Company's
       and the Shareholders' Knowledge, threatened, and no facts
       or circumstances exist which could be reasonably expected
       to give rise to any such actions, suits, claims or
       proceedings.  No Plan is currently under any governmental
       investigation or audit and, to the best of the Company's
       and the Shareholder's Knowledge, no such investigation or
       audit is contemplated or under consideration.
       
     (e)       No event has occurred and no condition exists that
       could be reasonably expected to subject Parent, the
       Company or any Plan, directly or indirectly (through an
       indemnification agreement or otherwise), to a liability
       for a breach of fiduciary duty, a "prohibited
       transaction," within the meaning of Section 406 of ERISA
       or Section 4975 of the Code, or any tax, fine or penalty
       under ERISA or the Code.
       
     (f)       The Company has never maintained or contributed
       to, or had an obligation to contribute to, (i) a "single-
       employer plan" within the meaning of Section 4001(a)(15)
       of ERISA, (ii) a plan subject to Section 412 of the Code,
       (iii) a plan subject to Section 4063 or 4064 of ERISA, or
       (iv) a "multiemployer plan" within the meaning of Section
       3(37) or 4001(a)(3) of ERISA.
       
     (g)       No Plan provides health, life insurance or other
       welfare benefits to retirees or other terminated
       employees of the Company, other than continuation
       coverage required by Section 4980B of the Code or
       Sections 601-608 of ERISA ("COBRA") or any similar State
       law.

       

      (h)       The Company has no liability (contingent or
       otherwise) with respect to (i) any employee benefit plan,
       policy or arrangement previously maintained or
       contributed to by the Company or (ii) any employee
       benefit plan, policy or arrangement currently or
       previously maintained or contributed to by an Affiliate
       of the Company, including, without limitation, liability
       under Section 412, 4971 or 4980B of the Code or Title IV
       of ERISA.
       
     (i)       Neither the execution of this Agreement nor the
       consummation of the transactions contemplated by this
       Agreement, will (i) increase the amount of benefits
       otherwise payable under any Plan, (ii) result in the
       acceleration of the time of payment, exercisability,
       funding or vesting of any such benefits, except as
       provided in Part 2.15(i) of the Disclosure Schedules or
       (iii) result in any payment (whether severance pay or
       otherwise) becoming due to, or with respect to, any
       current or former employee or director of the Company.
       
     (j)       Part 2.15(j) of the Disclosure Schedule sets forth
       a true, correct and complete list of the following:
       
     (i)            all arrangements, written or oral, which
       compel the employment of any person in the status of
       "employee" by  the Company;
       
     (ii)           the names, job titles and current salary or
       wage rates of all employees of the Company and their
       hourly or yearly salary, together with a summary of all
       bonus, incentive compensation or other additional
       compensation or similar benefits paid to such persons for
       the 1997 calendar year and estimated for the 1998
       calendar year;
       
     (iii)          the names of all employees of the Company who
       are not actively at work for any reason other than
       vacation, and the reason for such absence; and
       
     (iv)           the names, job titles and current salary or
       wage rates of all independent contractors, including any
       consultants, and leased employees who perform services
       for the Company.
       
     (k)       No employees of the Company are, or within the
       last three years have been, covered by a collective
       bargaining agreement or represented by a union or other
       bargaining agent, and, to the best of the Company's and
       the Shareholders' Knowledge, no employee organizing
       efforts are pending with respect to employees of the
       Company.  Within the last three years, there has been no
       strike, work slowdown or other material labor dispute
       with respect to employees of the Company, nor to the best
       of the Company's and the Shareholders' Knowledge is any
       strike, work slowdown or other material labor dispute
       pending.  None of the Shareholders has any reason to
       believe that (i) the consummation of the Merger or any of
       the other transactions contemplated by this Agreement
       will have a material adverse effect on the Company's
       labor relations, or (ii) any of the Company's employees
       intends to terminate his or her employment with the
       Company.
       
   2.16 Environmental Matters.  The Company is in compliance in all
       material respects with all applicable Environmental Laws, which
       compliance includes the possession by the Company of all permits and
       other Governmental Authorizations required under
       applicable Environmental Laws, and compliance with the
       terms and conditions thereof.  The Company has not
       received any notice or other communication (in writing or
       otherwise), whether from a Governmental Body, citizens
       group, employee or otherwise, that alleges that the
       Company is not in compliance with any Environmental Law, and, to the
       best of the Knowledge of the Company and the Shareholders, there are

      no circumstances that may prevent or interfere with the Company's 
      compliance with any Environmental Law in the future.  To the best of
      the Knowledge of the Company and the Shareholders, no current
       or prior owner of any property leased or controlled by
       the Company has received any notice or other
       communication (in writing or otherwise), whether from a
       Government Body, citizens group, employee or otherwise,
       that alleges that such current or prior owner or the
       Company is not in compliance with any Environmental Law.
       All Governmental Authorizations currently held by the
       Company pursuant to Environmental Laws are identified in
       Part 2.16 of the Disclosure Schedule. (For purposes of
       this Section 2.16: (i) "Environmental Law" means any
       federal, state, local or foreign Legal Requirement
       relating to pollution or protection of human health or
       the environment (including ambient air, surface water,
       ground water, land surface or subsurface strata),
       including any law or regulation relating to emissions,
       discharges, releases or threatened releases of Materials
       of Environmental Concern, or otherwise relating to the
       manufacture, processing, distribution, use, treatment,
       storage, disposal, transport or handling of Materials of
       Environmental Concern; and (ii) "Materials of
       Environmental Concern" include chemicals, pollutants,
       contaminants, wastes, toxic substances, petroleum and
       petroleum products and any other substance that is now or
       hereafter regulated by any Environmental Law or that is
       otherwise a danger to health, reproduction or the
       environment.)
       
    2.17  Insurance.  Part 2.17 of the Disclosure
       Schedule identifies all insurance policies maintained by,
       at the expense of or for the benefit of the Company (the
       "Insurance Policies") and identifies any material claims
       made thereunder, and the Company has delivered to Parent
       accurate and complete copies of the Insurance Policies.
       Each of the Insurance Policies is in full force and
       effect. Part 2.17 of the Disclosure Schedule also sets
       forth for each Insurance Policy the type of coverage, the
       name of the insureds, the insurer, the premium, the
       expiration date, the period to which it relates, the
       deductibles and loss retention amounts and the amounts of
       coverage.  Since December 31, 1992, the Company has not
       received any notice or other communication regarding any
       actual or possible (a) cancellation or invalidation of
       any insurance policy, (b) refusal of any coverage or
       rejection of any claim under any insurance policy, or (c)
       material adjustment in the amount of the premiums payable
       with respect to any insurance policy.
       
     2.18 Related Party Transactions.
       
     (a)       Except as set forth in Part 2.18(a) of the
       Disclosure Schedule:  (a) no Related Party has, and no
       Related Party has at any time since December 31, 1992
       had, any direct or indirect interest in any material
       asset used in or otherwise relating to the business of
       the Company; (b) no Related Party is, or has at any time
       since December 31, 1992 been, indebted to the Company;
       (c) since December 31, 1992, no Related Party has entered
       into, or has had any direct or indirect financial
       interest in, any material Contract, transaction or
       business dealing involving the Company; (d) no Related
       Party is competing, or has at any time since December 31,
       1992 competed, directly or indirectly, with the Company;
       and (e) no Related Party has any claim or right against
       the Company (other than rights under company Options and
       rights to receive compensation for services performed as
       an employee of the Company).  (For purposes of the
       Section 2.18 each of the following shall be deemed to be
       a "Related Party":  (i) each of the Shareholders;  (ii)
       each individual who is, or who has at any time since
       December 31, 1992 been, an officer of the Company; (iii)
       each member of the immediate family of each of the
       individuals referred to in clauses "(i)" and "(ii)"
       above; and (iv) any trust or other Entity (other than the
       Company) in which any one of the individuals referred to
       in clauses "(i)", "(ii)" and

       "(iii)" above holds (or in which more than one of such individuals
       collectively hold), beneficially or otherwise, a material voting,
       proprietary or equity interest.)
       
     (b)       Part 2.18(b) of the Disclosure Schedule identifies
       and describes all transactions between AirTek or Hellwig
       and the Company between January 1, 1997 and the date
       hereof.
       
     2.19  Legal Proceedings; Orders.
       
     (a)       Except as set forth in Part 2.19(a) of the
       Disclosure Schedule, there is no pending Legal
       Proceeding, and (to the best of the Knowledge of the
       Company and the Shareholders) no Person has threatened to
       commence any Legal Proceeding:  (i) that involves the
       Company or any of the assets owned or used by the Company
       or any Person whose liability the Company has or may have
       retained or assumed, either contractually or by operation
       of law; or (ii) that challenges, or that may have the
       effect of preventing, delaying, making illegal or
       otherwise interfering with, the Merger or any of the
       other transactions contemplated by this Agreement.  To
       the best of the Knowledge of the Company and the
       Shareholders, except as set forth in Part 2.19(a) of the
       Disclosure Schedule, no event has occurred, and no claim,
       dispute or other condition or circumstance exists, that
       will, or that could reasonably be expected to, give rise
       to or serve as a basis for the commencement of any such
       Legal Proceeding.
       
     (b)       Except as set forth in Part 2.19(b) of the
       Disclosure Schedule, no Legal Proceeding has ever been
       commenced by or has ever been pending against the
       Company.
       
     (c)       There is no order, writ, injunction, judgment or
       decree to which the Company, or any of the assets owned
       or used by the Company, is subject.  None of the
       Shareholders is subject to any order, writ, injunction,
       judgment or decree that relates to the Company's business
       or to any of the assets owned or used by the Company.  To
       the best of the Knowledge of the Company and the
       Shareholders, no officer or other employee of the Company
       is subject to any order, writ, injunction, judgment or
       decree that prohibits such officer or other employee from
       engaging in or continuing any conduct, activity or
       practice relating to the Company's business.
       
     2.20    Authority;Binding Nature of Agreement.  The Company has the
       absolute and unrestricted right, power and authority to
       enter into and to perform its obligations under this
       Agreement; and the execution, delivery and performance by
       the Company of this Agreement have been duly authorized
       by all necessary action on the part of the Company, its
       board of directors and its shareholders. This Agreement
       constitutes the legal, valid and binding obligation of
       the Company, enforceable against the Company in
       accordance with its terms, subject to (i) laws of general
       application relating to bankruptcy, insolvency and the
       relief of debtors, and (ii) rules of law governing
       specific performance, injunctive relief and other
       equitable remedies.
       
     Non-Contravention; Consents.2.21Non-Contravention;
       Consents.  Except as set forth in Part 2.21 of the
       Disclosure Schedule, neither (1) the execution, delivery
       or performance of this Agreement or any of the other
       Transactional Agreements, nor (2) the consummation of the
       Merger or any of the other transactions contemplated by
       this Agreement, will directly or indirectly (with or
       without notice or lapse of time):
       
     (a)       contravene, conflict with or result in a violation of (i)
       any of the provisions of the Company's articles of incorporation or
      bylaws, or (ii) any resolution adopted by the Company's shareholders,

       the Company's board of directors or any committee of the Company's
       board of directors;
       
     (b)       contravene, conflict with or result in a violation
       of, or give any Governmental Body or other Person the
       right to challenge any of the transactions contemplated
       by this Agreement or to exercise any remedy or obtain any
       relief under, any applicable Legal Requirements or any
       order, writ, injunction, judgment or decree to which the
       Company, or any of the assets owned or used by the
       Company, is subject;
       
     (c)       contravene, conflict with or result in a violation
       of any of the terms or requirements of, or give any
       Governmental Body the right to revoke, withdraw, suspend,
       cancel, terminate or modify, any Governmental
       Authorization that is held by the Company or that
       otherwise relates to the Company's business or to any of
       the assets owned or used by the Company;
       
     (d)       contravene, conflict with or result in a violation
       or breach of, or result in a default under, any provision
       of any Company Contract that is or would constitute a
       Material Contract, or give any Person the right to (i)
       declare a default or exercise any remedy under any such
       Company Contract, (ii) accelerate the maturity or
       performance of any such Company Contract, or (iii)
       cancel, terminate or modify any such Company Contract; or
       
     (e)       result in the imposition or creation of any lien
       or other Encumbrance upon or with respect to any asset
       owned or used by the Company (except for minor liens that
       will not, in any case or in the aggregate, materially
       detract from the value of the assets subject thereto or
       materially impair the operations of the Company).
       
Except as set forth in Part 2.21 of the Disclosure Schedule, the
Company is not and will not be required to make any filing with
or give any notice to, or to obtain any Consent from, any Person
in connection with (x) the execution, delivery or performance of
this Agreement or any of the other Transactional Agreements, or
(y) the consummation of the Merger or any of the other
transactions contemplated by this Agreement.

     Company Action.2.22   Company Action.  The Board of
       Directors of the Company (at meetings duly called and
       held), has (a) determined that the Merger is advisable
       and fair and in the best interests of the Company and its
       shareholders, (b) unanimously approved this Agreement and
       the Merger in accordance with the provisions of
       California law, (c) unanimously recommended the adoption
       and approval of this Agreement and the Merger by the
       holders of Company Common Stock, and (d) adopted a
       resolution having the effect of causing the Company not
       to be subject, to the extent permitted by applicable law,
       to any state takeover law that may purport to be
       applicable to the Merger and the other transactions
       contemplated by this Agreement.
       
     Shareholder Approval.2.23  Shareholder Approval.  The
       holders of all of the outstanding shares of Company
       Common Stock have adopted and approved this Agreement,
       the Merger and the other transactions contemplated by
       this Agreement. None of the outstanding shares of Company
       Common Stock is, or may become, "dissenting shares"
       within the meaning of Section 1300(b) of the California
       General Corporation Law.
       
     SEC Filings.2.24 SEC Filings.  Parent has heretofore
       delivered to the Company, and the Company acknowledges
       receipt of, the Parent Reports.
       
     Advisory Fees.2.25    Advisory Fees.  There is no
       investment banker, broker, finder or other intermediary
       or advisor that has been retained by or is authorized to
       act on behalf of any Shareholder or the Company who

       might be entitled to any fee, commission or reimbursement of
       expenses from Parent upon consummation of the
       transactions contemplated by this Agreement.
       
SECTION 3.  Representations and Warranties of Shareholders
     
     Except where limited to a specific Shareholder, each
Shareholder represents and warrants to and for the benefit of the
Indemnitees as follows:

     3.1  Shares.  Such Shareholder is the owner, of
       record and beneficially, of all of the shares of Company
       Common Stock described as owned by such Shareholder in
       Part 2.3(a) of the Disclosure Schedule, owns such shares
       free and clear of any and all Encumbrances, and has full
       power and authority to deliver such Shares to Parent and
       to transfer to Parent at the Effective Time good, valid
       and marketable title to such shares, free and clear of
       any and all Encumbrances, without obtaining the consent
       or approval of any third party.  Such Shareholder has
       delivered to Parent an accurate and complete copy of the
       stock certificate representing the shares of Company
       Common Stock held by such Shareholder.
       
     3.2  Authority of Shareholders; Binding Nature of Agreements.
       
     (a)       (i) Such Shareholder has the requisite right,
       power and capacity to enter into and to perform such
       Shareholder's obligations under each of the Transactional
       Agreements to which such Shareholder is a party; (ii)
       this Agreement constitutes the legal, valid and binding
       obligation of such Shareholder, enforceable against such
       Shareholder in accordance with its terms, subject to (A)
       laws of general application relating to bankruptcy,
       insolvency and the relief of debtors, and (B) rules of
       law governing specific performance, injunctive relief and
       other equitable remedies; and (iii) upon the execution of
       each of the other Transactional Agreements at the
       Closing, each of such other Transactional Agreements to
       which such Shareholder becomes a party will constitute
       the legal, valid and binding obligation of such
       Shareholder, and will be enforceable against such
       Shareholder in accordance with its terms, subject to (A)
       laws of general application relating to bankruptcy,
       insolvency and the relief of debtors, and (B) rules of
       law governing specific performance, injunctive relief and
       other equitable remedies.
       
     (b)       (i) The spouse of such Shareholder, if applicable,
       has the requisite right, power and capacity to execute
       and deliver and to perform his or her obligations under
       the Spousal Consent being executed by him or her; and
       (ii) such Spousal Consent constitutes such spouse's
       legal, valid and binding obligation, enforceable against
       such spouse in accordance with its terms, subject to (A)
       laws of general application relating to bankruptcy,
       insolvency and the relief of debtors, and (B) rules of
       law governing specific performance, injunctive relief and
       other equitable remedies.
       
    3.3 Non-Contravention; Consents.  Except as set forth in Part 3.3 of the
       Disclosure Schedule, neither the execution and delivery
       of any of the Transactional Agreements by such
       Shareholder, nor the consummation or performance by such
       Shareholder of any of the Transactions to which it is a
       party, will directly or indirectly (with or without
       notice or lapse of time):
       
     (a)       contravene, conflict with or result in a violation
       of, or give any Governmental Body or other Person the
       right to challenge any of the Transactions or to exercise
       any remedy or obtain any relief under, any material
       applicable Legal Requirements or Order to which such
       Shareholder is subject; or

     
     (b)       contravene, conflict with or result in a violation
       or breach of or a default under any provision of, or give
       any Person the right to declare a default under, any
       material Contract to which such Shareholder is a party or
       by which such Shareholder is bound.
       
Except as set forth in Part 3.3 of the Disclosure Schedule, such
Shareholder was not, is not and will not be required to make any
filing with or give any notice to, or to obtain any material
Consent from, any Person in connection with the execution and
delivery of any of the Transactional Agreements or the
consummation or performance of any of the Transactions.

     3.4 Ability.
       
     (a)       Except as set forth in Part 3.4 of the Disclosure
       Schedule, such Shareholder:
       
     (i)            has not (A) at any time since August 1, 1995
       made a general assignment for the benefit of creditors,
       (B) at any time since August 1, 1995 filed, or had filed
       against such Shareholder, any bankruptcy petition or
       similar filing, (C) at any time since August 1, 1995
       suffered the attachment or other judicial seizure of all
       or a substantial portion of such Shareholder's assets,
       (D) at any time since August 1, 1995 admitted in writing
       such Shareholder's inability to pay such Shareholder's
       debts as they become due, or (E) taken or been the
       subject of any action that may have an adverse effect on
       such Shareholder's ability to comply with or perform any
       of such Shareholder's covenants or obligations under any
       of the Transactional Agreements; and
       
     (ii)           is not subject to any Order that would have a
       material adverse effect on such Shareholder's ability to
       comply with or perform any of such Shareholder's
       covenants or obligations under any of the Transactional
       Agreements.
       
     (b)       (i) There is no Proceeding pending, and to the
       Knowledge of such Shareholder no Person has threatened to
       commence any Proceeding against such Shareholder, that
       would reasonably be expected to have a material adverse
       effect on the ability of such Shareholder to comply with
       or perform any of such Shareholder's covenants or
       obligations under any of the Transactional Agreements;
       and (ii) to the Knowledge of such Shareholder, no event
       has occurred, and no claim, dispute or other condition or
       circumstance exists, that would reasonably be expected to
       give rise to or serve as a basis for the commencement of
       any such Proceeding.
       
     3.5  Investment Representations.
       
     (a)       Such Shareholder is aware (i) that the Parent
       Common Stock to be issued to such Shareholder in
       connection with the Merger will not be registered and
       will not be issued pursuant to a registration statement
       under the Act, but will instead be issued in reliance on
       the exemption from registration set forth in Section 4(2)
       of the Act and in Rule 506 under the Act and (ii) that
       neither the Merger nor the issuance of such Parent Common
       Stock has been approved or reviewed by the Securities and
       Exchange Commission (the "SEC") or by any other
       governmental agency.
       
     (b)       Such Shareholder is aware that (i) because the
       Parent Common Stock to be issued in connection with the
       Merger will not be registered under the Act at the time
       of issuance, such Parent Common Stock cannot be resold
       unless such Parent Common Stock is registered under the
       Act or unless an exemption from registration is
       available; and (ii) (A) except as expressly provided in
       the Registration Rights Agreement, Parent will be under
       no obligation to file a registration

       statement with respect to the Parent Common Stock to be issued to
       such Shareholder in connection with the Merger; and (B) the
       provisions of Rule 144 under the Act, if applicable, will
       permit resale of the Parent Common Stock to be issued to
       such Shareholder in connection with the Merger only under
       limited circumstances, and such Parent Common Stock must
       be held by such Shareholder for at least one year before
       it can be sold pursuant to Rule 144.
       
     (c)       The Parent Common Stock to be issued to such
       Shareholder in connection with the Merger will be
       acquired by such Shareholder for investment and for his,
       her or its own account, and not with a view to, or for
       resale in connection with, any unregistered distribution
       thereof.
       
     (d)       Each  of Timothy L. Evans, Amy M. Irwen, Randy R.
       LeClaire, Paul E. Lewis, Khalid Mahkamreh and Adel George
       Tannous represents and warrants to and for the benefit of
       Parent that he or she has appointed purchaser
       representatives (each, a "Shareholder Representative") to
       act as his or her purchaser representative in connection
       with his, her or its evaluation of the merits and risks
       of the Merger and such Shareholder's investment in Parent
       Common Stock.  Such Shareholder further acknowledges to
       and for the benefit of Parent that he or she has read and
       understands the Disclosure Documents (as defined below)
       (including the exhibits thereto) and has had the
       opportunity to meet with his or her Shareholder
       Representative for the purpose of discussing the merits
       and risks of the Merger and such Shareholder's proposed
       investment in Parent Common Stock.
             
     (e) Such Shareholder has received, reviewed and
       considered Parent's annual report on Form 10-K for the
       fiscal year ended December 31, 1997 and reports or
       documents required to be filed by Parent under Sections
       13(a), 14(a), 14(c) and 15(d) of the Exchange Act since
       the filing of the annual report on Form 10-K with respect
       to the Merger and the transactions contemplated by this
       Agreement (the "Disclosure Documents").
       
     (f)       Such Shareholder has been given the opportunity:
       (i) to ask questions of, and to receive answers from,
       persons acting on behalf of the Company and Parent
       concerning the terms and conditions of the  Merger and
       the contemplated issuance of Parent Common Stock in
       connection with the Merger, and the business, properties,
       prospects and financial condition of the Company and
       Parent; and (ii) to obtain any additional information (to
       the extent the Company or Parent possesses such
       information or is able to acquire it without unreasonable
       effort or expense and without breach of confidentiality
       obligations) requested to verify the accuracy of the
       information set forth in the Disclosure Document.
       
     (g)       (i) Such Shareholder either alone or with his or
       her Shareholder Representative is knowledgeable,
       sophisticated and experienced in making, and is qualified
       to make, decisions with respect to investments in
       securities presenting investment decisions like that
       involved in such Shareholder's contemplated investment in
       the Parent Common Stock to be issued in connection with
       the Merger; (ii) such Shareholder understands and has
       fully considered the risks of acquiring and owning Parent
       Common Stock and further understands that: (A) an
       investment in Parent Common Stock is a speculative
       investment which involves a high degree of risk; and (B)
       there are substantial restrictions on the transferability
       of the Parent Common Stock to be issued in connection
       with the Merger, and, accordingly, it may not be possible
       for such Shareholder to liquidate his, her or its
       investment in such Parent Common Stock (in whole or in
       part) in the case of emergency; and (iii) such
       Shareholder is able to hold the 

       Parent Common Stock that he, she or it is to receive in the
       connection with Merger for a substantial period of time.
       
     (h)       Parent will rely on his, her or its
       representations and warranties set forth in this Section
       3.5 for purposes of determining his, her or its
       suitability as an investor in Parent Common Stock and for
       purposes of confirming the availability of an exemption
       from the registration requirements of the Act.
       
     3.6  SEC Filings.  Parent has heretofore
       delivered to such Shareholder, and such Shareholder
       acknowledges receipt of, the Parent Reports.
       
SECTION 4. Representations and Warranties of Parent and Merger Sub
     
     Parent and Merger Sub jointly and severally represent and
warrant to the Company and the Shareholders as follows:

     4.1   Organization and Good Standing.
       
     (a)       Parent is a corporation duly organized, validly
       existing and in good standing under the laws of the State
       of Delaware.
       
     (b)       Merger Sub is a corporation duly organized,
       validly existing and in good standing under the laws of
       the State of Delaware.  Parent is the sole stockholder of
       Merger Sub.  Parent owns all of the outstanding capital
       stock of Merger Sub, free and clear of all Encumbrances.
       Merger Sub is disregarded as an entity separate from
       Parent for federal tax purposes.
       
     4.2 Authorization and Enforceability.  With respect to each of Parent
       and Merger Sub:  (a) such entity has full power and authority
       to execute, deliver and perform this Agreement and the
       other Transactional Agreements to which such entity is a
       party, (b) the execution, delivery and performance by
       such entity of this Agreement and the other Transactional
       Agreements to which such entity is a party have been duly
       authorized by all necessary action on the part of such
       entity, (c) this Agreement and the other Transactional
       Agreements to which either entity is a party have been
       duly executed and delivered by such entity, and (d) each
       of this Agreement and each of the other Transactional
       Agreements to which such entity is a party is a legal,
       valid and binding obligation of such entity, enforceable
       against such entity in accordance with its terms.
       
     4.3    No Violation of Laws or Agreements. The execution, delivery, and
       performance by Parent and Merger Sub of this Agreement
       and the other Transactional Agreements to which either
       entity is a party do not, and the consummation by Parent
       and Merger Sub (as applicable) of the transactions
       contemplated hereby and thereby will not, (a) contravene
       any provision of the Certificate of Incorporation or
       Bylaws of Parent or Merger Sub, or (b) violate, conflict
       with, result in a breach of, or constitute a default (or
       an event which would, with the passage of time or the
       giving of notice or both, constitute a default) under, or
       result in or permit the termination, modification,
       acceleration, or cancellation of, (i) any indenture,
       mortgage, loan or credit agreement, license, instrument,
       lease, contract, plan, permit or other agreement or
       commitment, oral or written, to which either Parent or
       Merger Sub is a party, or by which any of either entity's
       assets may be bound or affected, or (ii) any judgment,
       injunction, writ, award, decree, restriction, ruling, or
       order of any arbitrator or Governmental Body or any
       applicable Legal Requirement to which Parent or Merger
       Sub is subject.
       
     4.4  Consents.  No Consent of, or registration or filing with, any
       Person (governmental or private) is required in connection with the

       execution, delivery and performance by Parent or Merger Sub
       of this Agreement, the other Transactional Agreements to which
       Parent or Merger Sub is a party, or the consummation by Parent or
       Merger Sub of the transactions contemplated hereby or
       thereby except any required Consent of, or registration
       or filing with, any foreign Governmental Body.
       
     4.5    Parent Common Stock.  As of the date hereof, 1,000,000,000
       shares of Parent Common Stock are authorized for issuance. 
       As of September 30, 1998, 560,050,080 shares of Parent Common
       Stock were issued and outstanding and 156,407,404 shares of Parent
       Common Stock were held in the treasury of Parent or owned by any
       Subsidiary of Parent.  Parent has a sufficient number of
       unreserved shares of Parent Common Stock to perform the
       transactions contemplated hereby.  All shares of Parent
       Common Stock to be issued in connection with the Merger,
       when so issued, will be duly authorized, validly issued,
       fully paid and non-assessable, free of preemptive rights
       and all Encumbrances and will be issued in compliance
       with all applicable Legal Requirements.
       
     4.6  SEC Filings.  Parent has heretofore
       delivered to the Company and the Shareholders the
       following documents (the "Parent Reports"):  (a) Parent's
       Annual Report on Form 10-K for the fiscal year ended
       December 31, 1997, (b) Parent's Quarterly Reports on Form
       10-Q for the fiscal quarters ended March 31, 1998 and
       June 30, 1998, (c) Parent's proxy statement relating to
       its 1998 Annual Meeting of Stockholders, (d) Parent's
       Annual Report to Stockholders for 1997, and (e) any other
       report filed during 1998, and prior to the date of this
       Agreement, with the Securities and Exchange Commission
       under the Securities Act or the Exchange Act.  As of
       their respective dates, each of the Parent Reports
       complied in all material respects with the requirements
       of the Securities Act or the Exchange Act, as the case
       may be, and none contained an 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, in the light of the circumstances
       under which they were made, not misleading.  Since
       January 1, 1998, Parent has timely filed all reports and
       registration statements and made all filings required to
       be filed with the SEC under the rules and regulations of
       the SEC.
       
     4.7   Financial Statements.  The audited consolidated financial
       statements and unaudited consolidated interim financial
       statements of Parent and its consolidated subsidiaries
       included in or incorporated by reference into the Parent
       Reports (including any related notes and schedules) have been prepared
       in accordance with GAAP (except as may be indicated in the
       notes thereto or as permitted by the Securities Act or
       the Exchange Act in the case of unaudited financial
       statements included in or incorporated by reference into
       the Parent Reports) and fairly present the consolidated
       financial position of Parent and its consolidated
       subsidiaries as of the dates thereof and the consolidated
       results of their operations for the periods then ended,
       subject, in the case of the unaudited consolidated
       interim financial statements, to normal year-end
       adjustments and any other adjustments described therein.
       
     4.8    Brokerage.  Neither Parent, Merger Sub nor
       any of their respective Affiliates has made any agreement
       or taken any other action which might cause any
       Shareholder to become liable for a broker's or finder's
       fee or commission as a result of the transactions
       contemplated hereunder.

       
SECTION 5. Covenants of the Parties
     
     5.1   Confidentiality.
       
     (a)       From and after the Closing Date, each Shareholder
       shall (x) treat and hold as confidential all information
       concerning the conduct, affairs or operations of the
       Company's or Parent's business ("Confidential
       Information"), and (y) refrain from using any
       Confidential Information in any manner detrimental to
       Parent or the Company.  This Section 5.1 will not apply
       to any Confidential Information which (i) is generally
       available to the public (other than by reason of any
       disclosure by any Shareholder which constitutes or is the
       result of a breach of this Section 5.1), (ii) is
       available to any Shareholder from a third party not known
       to such Shareholder to be under an obligation to Parent
       to keep such information confidential or (iii) is
       independently developed by such Shareholder.  If any
       Shareholder is compelled (by oral question or request for
       information or documents in any legal proceeding,
       interrogatory, subpoena, civil investigative demand, or
       similar process) to disclose any Confidential
       Information, such Shareholder will notify Parent promptly
       after such Shareholder becomes aware of such requirement
       and shall cooperate with Parent so that Parent may (at
       Parent's expense) seek an appropriate protective order.
       If any Shareholder, on the advice of counsel, is
       compelled to disclose any Confidential Information to any
       Governmental Body, such Shareholder will use reasonable
       efforts to ensure that such disclosure is limited to that
       Confidential Information which is so required to be
       disclosed.
       
     (b)       The parties hereto recognize and agree that in the
       event of a breach by any Shareholder of the provisions of
       this Section 5.1, money damages would not be an adequate
       remedy to Parent or its Affiliates for such breach and,
       even if money damages were adequate, it would be
       impossible to ascertain or measure with any degree of
       accuracy the damages sustained by Parent.  Accordingly,
       if there should be a breach or threatened breach by any
       Shareholder of the provisions of this Section 5.1, Parent
       and its Affiliates shall be entitled to an injunction
       restraining such Shareholder from any breach without
       showing or proving actual damage sustained by Parent, as
       the case may be.  Nothing in the preceding sentence shall
       limit or otherwise affect any remedies that Parent may
       otherwise have under applicable law.
       
     5.2  Tax Matters.
       
     (a)       All transfer, documentary, sales, use, stamp,
       registration, value added and other such Taxes and fees
       (including any penalties and interest) incurred in
       connection with this Agreement (including any real
       property transfer tax and any similar Tax) shall be paid
       by the Shareholders when due, and the Shareholders will,
       at their own expense, file all necessary Tax Returns and
       other documentation with respect to all such Taxes and
       fees, and, if required by applicable Legal Requirements,
       the Company will, and will cause its Affiliates to, join
       in the execution of any such Tax Returns and other
       documentation.
       
     (b)       At its option, the Company may elect, for any Post-
       Closing Tax Period, where permitted by applicable Legal
       Requirements, to carry forward any Tax Asset that would,
       absent such election, be carried back to a Pre-Closing
       Tax Period in which the Company filed a separate Tax
       Return.
       
     (c)       On or prior to the Closing Date, any Tax Sharing Agreements
       to which the Company is a party shall terminate as to the Company and

       the Company shall not thereafter have any liability under any 
       such Tax Sharing Agreements.
       
     5.3   Tax Refund.  Each Shareholder shall be
       entitled to retain any Tax refund and interest thereon
       that is paid to such Shareholder in connection with any
       item of the Company reflected in a Federal Tax Return, or
       a Separate Tax Return (to the extent a refund for such
       Separate Tax Return is not reflected in Closing Date
       Balance Sheet) filed by such Shareholder for any Pre-
       Closing Tax Period, unless such refund is attributable to
       a carryback from a Post-Closing Tax Period, in which case
       such refund shall belong to the Company.
       
     5.4  Cooperation on Tax Matters.
       
     (a)       The Company and each Shareholder shall cooperate
       fully, as and to the extent reasonably requested by the
       other party, in connection with the preparation and
       filing of any Tax Return, statement, report or form
       (including any report required pursuant to Section 6043
       of the Code and all Treasury Regulations promulgated
       thereunder), any audit, litigation or other proceeding
       with respect to Taxes.  Such cooperation shall include
       the preparation of Pro Forma Returns as set forth in
       Section 5.4(b) and retention and (upon the other party's
       request) the provision of records and information which
       are reasonably relevant to any such audit, litigation or
       other proceeding and making employees available on a
       mutually convenient basis to provide additional
       information and explanation of any material provided
       hereunder.  The Company and each Shareholder agree (i) to
       retain all books and records under their respective
       control with respect to Tax matters pertinent to the
       Company relating to any Pre-Closing Tax Period until the
       expiration of the applicable statute of limitations
       (taking into account any waivers or extensions) or, if
       sooner, such time as a Final Determination shall have
       been made with respect to Taxes for such period, and to
       abide by all record retention agreements entered into
       with any Taxing Authority, and (ii) to give the other
       party reasonable written notice prior to destroying or
       discarding any such books and records and, if either
       party so requests, the other party shall allow the
       requesting party to take possession of such books and
       records.
       
     (b)       On April 30, 1999 with respect to the tax year
       ending on the Closing Date, the Company shall deliver to
       each Shareholder a draft of a pro forma Federal Tax
       return (a "Pro Forma Federal Return") and appropriate pro
       forma State Tax returns (a "Pro Forma State Return" and
       together with the Pro Forma Federal Returns, the "Pro
       Forma Returns") of the Company for the tax year beginning
       on January 1, 1998 and ending on the Closing Date,
       prepared in accordance with Section 5.4(c).  Each
       Shareholder shall have the right at such Shareholder's
       expense to review all work papers and procedures used to
       prepare the Pro Forma Returns.
       
     (c)       The Pro Forma Returns shall be prepared as if the
       Company were filing its own  separate return for all Pre-
       Closing Tax Periods; provided, however, that income,
       deductions, credits and losses shall be computed in a
       manner consistent with past practices.  The Shareholders
       and Parent agree that the Company will prepare the Pro
       Forma Federal Return for the period beginning January 1,
       1998 and ending on the Closing Date pursuant to Treasury
       Regulations Section 1.1502-76(b)(2) (and will not elect to ratably
       allocate non-extraordinary items for the year in which the Closing
       Date occurs pursuant to Treasury Regulations Section
       1.1502-76(b)(2)(ii), but may ratably allocate non-extraordinary
       items for the month in which the Closing Date occurs pursuant to
       Treasury Regulations Section 1.1502-76(b)(2)(iii)). 
       The Pro Forma State Return shall be prepared in

       accordance with comparable provisions under applicable
       Legal Requirements.
       
     (d)       The Shareholders and Parent further agree, upon
       request, to use all reasonable efforts to obtain, or
       cause the Company to obtain any certificate or other
       document from any governmental authority or customer of
       the Company or any other Person as may be necessary to
       mitigate, reduce or eliminate any Tax that could be
       imposed (including, but not limited to, with respect to
       the transactions contemplated by this Agreement).
       
     5.5    Tax Indemnification.
       
     (a)       The Shareholders, jointly and severally, shall
       indemnify each of the Indemnitees from and against, and
       shall compensate and reimburse each of the Indemnitees
       for, any Damages which are directly or indirectly
       suffered or incurred by any of the Indemnitees or to
       which any of the Indemnitees may otherwise become subject
       (regardless of whether or not such Damages relate to any
       third-party claim) and which arise from or as a result
       of, or are directly or indirectly connected with any (i)
       Tax of the Company related to the Tax Indemnification
       Period, (ii) Tax of the Company resulting from any
       inaccuracy in or breach of Section 2.14 or any breach of
       the Shareholders' obligations under Section 5.2 and (iii)
       Liabilities arising out of or incident to the imposition,
       assessment or assertion of any Tax described in clause
       (i) or (ii), including those incurred in the contest in
       good faith appropriate proceedings relating to the
       imposition, assessment or assertion of any such Tax, and
       any Liability as transferee (the sum of (i), (ii) and
       (iii) being referred to herein as a "Loss"), provided,
       however, that the Shareholders shall not be obligated to
       pay any Loss attributable to a Separate Tax except to the
       extent that the aggregate amount of such Losses exceeds
       the amount of any reserve for Tax liabilities
       attributable to Separate Taxes (excluding deferred taxes)
       reflected in the Closing Balance Sheet.
       
     (b)       For purposes of this Section 5.5, in the case of
       any Taxes that are imposed on a periodic basis and are
       payable for a Tax period that includes (but does not end
       on) the last day of the applicable Tax Indemnification
       Period (the "Allocation Date"), the portion of such Tax
       related to the applicable Tax Indemnification Period
       shall (i) in the case of any Taxes other than gross
       receipts, sales or use Taxes and Taxes based upon or
       related to income, be deemed to be the amount of such Tax
       for the entire Tax period multiplied by a fraction the
       numerator of which is the number of days in the Tax
       period ending on and including the Allocation Date and
       the denominator of which is the number of days in the
       entire Tax period, and (ii) in the case of any Tax based
       upon or related to income and any gross receipts, sales
       or use Tax, be deemed equal to the amount which would be
       payable if the relevant Tax period ended on and included
       the Allocation Date.  The portion of any credits relating
       to a Tax period that begins before and ends after the
       Allocation Date shall be determined as though the
       relevant Tax period ended on and included the Allocation
       Date.  All determinations necessary to give effect to the
       foregoing allocations shall be made in a manner
       consistent with prior practice of the Company.
       
     (c)       Upon payment by any Indemnitee of any Loss, the
       Shareholders shall discharge their obligation to
       indemnify such Indemnitee against such Loss by paying to
       a such Indemnitee or the Company, as designated by
       Parent, an amount equal to the amount of such Loss.
       
     (d)       Any payment pursuant to this Section 5.5 shall be
       made not later than 30 days after receipt by the
       Shareholders' Agent of written notice from Parent or the
       Company stating that any Loss has 

       been paid by an Indemnitee and the amount thereof and of the
       indemnity payment requested.
       
     (e)       Parent agrees to give, or cause the Company to
       give, prompt notice to the Shareholders' Agent of any
       Loss or the assertion of any claim, or the commencement
       of any Legal Proceeding in respect of which indemnity may
       be sought hereunder which Parent deems to be within the
       ambit of this Section 5.5 (specifying with reasonable
       particularity the basis therefore) and will give the
       Shareholders' Agent such information with respect thereto
       as the Shareholders' Agent may reasonably request.  The
       Shareholders' Agent may, at the expense of the
       Shareholders, review all work papers and procedures used
       to prepare any Separate Tax Return for any Pre-Closing
       Tax Period of the Company; and participate in and, except
       as provided in Section 5.5(f), upon notice to the
       Company, assume the defense of any Legal Proceeding
       (including any Tax audit) in respect of which indemnity
       may be sought; provided that (i) the Shareholders'
       counsel is reasonably satisfactory to the Company, (ii)
       the Shareholders' Agent shall thereafter consult with the
       Company upon the Company's reasonable request for such
       consultation from time to time with respect to such Legal
       Proceeding (including any Tax audit) and (iii) the
       Shareholders' Agent shall not, without the Company's
       consent, agree to any settlement with respect to any Tax
       if such settlement could adversely affect the Tax
       liability of Parent, any of its Affiliates or the
       Company.  If the Shareholders' Agent assumes such
       defense, the Company shall have the right (but not the
       duty) to participate in the defense thereof and to employ
       counsel, at its own expense, separate from the counsel
       employed by the Shareholders' Agent, and the
       Shareholders' Agent shall not assert that the Loss, or
       any portion thereof, with respect to which the Company
       seeks indemnification is not within the ambit of this
       Section 5.5.  If the Shareholders' Agent elects not to
       assume such defense, the Company may pay, compromise or
       contest the Tax at issue.  The Shareholders shall be
       liable for the fees and expenses of counsel employed by
       the Company for any period during which the Shareholders'
       Agent has not assumed the defense a Legal Proceeding.
       Whether the Shareholders' Agent chooses to defend or
       prosecute any claim, all of the parties hereto shall
       cooperate in the defense or prosecution thereof.
       
     (f)       The Company shall control the defense of any claim
       that relates to (i) Taxes described in Section 5.5(b) or
       (ii) any Separate Return filed by the Company.
       
     (g)       The Shareholders shall not be liable under this
       Section 5.5 with respect to any Tax resulting from a
       claim or demand the defense of which the Shareholders
       were not offered the opportunity to assume as provided
       under Section 5.5(e) to the extent that the Shareholders'
       liability under this Section 5.5 is adversely affected as
       a result thereof.  No investigation by Parent or any of
       its Affiliates at or prior to the Closing Date shall
       relieve the Shareholders of any Liability hereunder.
       
     (h)       Any claim of any Indemnitee under this Section 5.5
       may be made and enforced by Parent or the Company on
       behalf of such Indemnitee.
       
     Treatment of Certain Payments.5.6    Treatment of Certain
       Payments.  Any amount paid to an Indemnitee under Section
       5.2 shall be treated as a reduction in the purchase
       price.
       
     5.7 Interest.  Any payment required to be made under Section 5.5 that
       is not made when due shall bear interest at the rate per annum

       determined from time to time under the provisions of Code Section
       6621(a)(2) for each day until paid.
       
SECTION 6.   Deliveries to Parent, Merger Sub and the Company at the Closing
     
     Each Shareholder shall cause to be delivered to Parent,
Merger Sub and the Company the following agreements and
documents, each of which shall be in full force and effect:

     (a)       all Consents required to be obtained in connection
       with the Merger and the other transactions contemplated
       by this Agreement (including the consents identified in
       Part 2.21 of the Disclosure Schedule);
       
     (b)       Escrow Agreement in the form of Exhibit E,
       executed by each of the Shareholders and the Escrow
       Agent;
       
     (c)       Registration Rights Agreement in the form of
       Exhibit F, executed by each of the Shareholders;
       
     (d)       Retention Agreements in the form of Exhibit G,
       executed by the individuals identified on Exhibit H;
       
     (e)       Noncompetition Agreements in the form of Exhibit
       I, executed by the Shareholders and the individuals
       identified on Exhibit H;
       
     (f)        a  Release in the form of Exhibit J, executed  by
       each of the Shareholders;
       
     (g)  intellectual, covenants property and
       confidential information agreements, reasonably
       satisfactory in form and content to Parent, executed by
       all employees and former employees of the Company and by
       all consultants and independent contractors and former
       consultants and former independent contractors to the
       Company who have not already signed such agreements
       (including the individuals identified in Part 2.9(f) of
       the Disclosure Schedule);
       
     (h)       statement conforming to the requirements of
       Section 1.897 - 2(h)(1)(i) of the United States Treasury
       Regulations;
       
     (i)       an estoppel certificate, dated as of a date not
       more than five days prior to the Closing Date and
       satisfactory in form and content to Parent, executed by
       AMB Property L.P.;
       
     (j)       a legal opinion of Sweeney, Mason, Wilson &
       Bosomworth, dated as of the Closing Date, in the form of
       Exhibit K;
       
     (k)       written resignations of all directors and officers
       of the Company, effective as of the Effective Time;
       
     (l)       evidence, reasonably satisfactory to Parent, as to
       the repayment in full of the Shareholders' Notes; and
       
     (m)       original stock certificates and duly executed
       instruments of transfer with respect to all outstanding
       shares of Company Common Stock.
       
SECTION 7.    Deliveries to Shareholders at the Closing
     
     Parent shall cause to be delivered to the Shareholders the
following documents, each of which shall be in full force and effect:

     (a)       Escrow Agreement in the form of Exhibit E,
       executed by the Escrow Agent, Parent and the Company;
       
     (b)       Registration Rights Agreement in the form of
       Exhibit F, executed by Parent and the Company;
       
     (c)       Retention Agreements in the form of Exhibit G,
       executed by Parent and the Company;
       
     (d)       stock certificates representing the shares of
       Parent Common Stock to be issued pursuant to Section
       1.5(a); and
       
     (e)       a legal opinion of Deputy General Counsel of
       Parent dated as of the Closing Date, in the form of
       Exhibit L.
       
SECTION 8.    Indemnification, Etc
     
     8.1 Survival of
       Representations, Etc
       
     (a)       The representations and warranties made by the
       Shareholders (including the representations and
       warranties set forth in Sections 2 and 3) shall survive
       the Closing and shall expire on the first anniversary of
       the Closing Date, except that the representations and
       warranties in Section 2.15 shall survive for the full
       period of all applicable statutes of limitations (giving
       effect to any written waiver, mitigation or extension
       thereof) (the "Expiration Date"); provided, however, that
       if, at any time prior to the Expiration Date, any
       Indemnitee (acting in good faith) delivers to any of the
       Shareholders a written notice alleging the existence of
       an inaccuracy in or a breach of any of the
       representations and warranties made by the Shareholders
       (and setting forth in reasonable detail the basis for
       such Indemnitee's belief that such an inaccuracy or
       breach may exist) and asserting a claim for recovery
       under Section 8.2 or 8.4 based on such alleged inaccuracy
       or breach, then the claim asserted in such notice shall
       survive the Expiration Date until such time as such claim
       is fully and finally resolved.  All representations and
       warranties made by Parent and Merger Sub shall terminate
       and expire as of the Effective Time, and any liability of
       Parent or Merger Sub with respect to such representations
       and warranties shall thereupon cease.
       
     (b)       The representations, warranties, covenants and
       obligations of the Company and the Shareholders shall
       provide the basis for the rights and remedies that may be
       exercised by the Indemnitees, and shall not be limited or
       otherwise affected by or as a result of any information
       furnished to, or any investigation made by or knowledge
       of, any of the Indemnitees or any of their
       Representatives.
       
     (c)        For purposes of this Agreement, each statement or
       other  item  of  information set forth in  the  Disclosure
       Schedule  or  in  any  update to the  Disclosure  Schedule
       shall  be deemed to be a representation and warranty  made
       by the Company and the Shareholders in this Agreement.
       
     8.2  Indemnification by Shareholders for Company Matters.
       
     (a)       From and after the Effective Time (but subject to
       Section 8.3), the Shareholders, jointly and severally, shall
       hold harmless and indemnify each of the Indemnitees from and 
       against, and shall compensate and reimburse each of the Indemnitees
       for, any Damages which are directly or indirectly suffered or
       incurred by any of the Indemnitees or to which any of the Indemnitees
       may otherwise become subject (regardless of whether or not such
       Damages relate to any third-party claim) and which arise
       from or as a result of, or are directly or indirectly
       connected with: (i) any breach of any

       representation or warranty set forth in Section 2 (without giving
       effect to any "Material Adverse Effect" or other materiality
       qualification or any similar qualification contained or
       incorporated directly or indirectly in such
       representation or warranty); (ii) any Environmental Laws
       in respect of any condition existing on the Closing Date
       that constitutes a violation of any Environmental law or
       that would require under Environmental Laws any
       investigation, cleanup, remediation or removal action
       with respect to the presence of Hazardous Materials;
       (iii) U.S. Patent No. 5,674,039 or (iv) any Legal
       Proceeding relating to any breach of the type referred to
       in clause "(i)" above or the matters described in clause
       (ii) or (iii) above (including any Legal Proceeding
       commenced by any Indemnitee for the purpose of enforcing
       any of its rights under this Section 8).
       
     (b)       Notwithstanding the provisions of Section 8.2(a),
       it is agreed that the Indemnitees' rights against the
       Shareholders with respect to Taxes shall be governed by
       Section 5.5 except as provided in Sections 8.3 and 8.5.
       
     (c)       The Shareholders acknowledge and agree that, if
       the Surviving Corporation suffers, incurs or otherwise
       becomes subject to any Damages as a result of or in
       connection with any inaccuracy in or breach of any
       representation, warranty, covenant or obligation, then
       (without limiting any of the rights of the Surviving
       Corporation as an Indemnitee) Parent shall also be
       deemed, by virtue of its ownership of the stock of the
       Surviving Corporation, to have incurred Damages as a
       result of and in connection with such inaccuracy or
       breach.
       
     8.3Threshold; Ceiling.
       
     (a)       The Shareholders shall not be required to make any
       indemnification payment pursuant to Section 5.5 or 8.2(a)
       for any inaccuracy in or breach of any of their
       representations and warranties set forth in Section 2 or
       3 until such time as the total amount of all Damages
       (including the Damages arising from such inaccuracy or
       breach and all other Damages arising from any other
       inaccuracies in or breaches of any representations or
       warranties) that have been directly or indirectly
       suffered or incurred by any one or more of the
       Indemnitees, or to which any one or more of the
       Indemnitees has or have otherwise become subject, exceeds
       $50,000, in the aggregate. (If the total amount of such
       Damages exceeds $50,000, then the Indemnitees shall be
       entitled to be indemnified against and compensated and
       reimbursed only for the portion of such Damages exceeding
       $50,000.)
       
     (b)       Subject to Section 8.3(c), the maximum aggregate
       liability of all of the Shareholders under Sections 5.5
       and 8.2(a) shall be limited to Parent's right to offset
       against the Earnout Amount and withhold up to the
       aggregate amount of $1,000,000 pursuant to Section 1.9.
       
     (c)       The Shareholders shall not be required to make any
       indemnification payment pursuant to Section 5.5 or 8.2(a)
       for any matter unless Parent shall have notified the
       Shareholders' Agent of a claim for indemnification
       hereunder with respect to such matter on or prior to the
       first anniversary hereof, except for claims under Section
       8.2(a)(iii), as to which there shall be no time limit.
       
     (d)       Notwithstanding any provision in this Agreement to
       the contrary, the liability of a Shareholder for fraud,
       intentional misrepresentation or other willful misconduct
       by such Shareholder shall not be limited as set forth in
       Section 8.3(a), 8.3(b) or 

       8.3(c), and any claim with respect to such liability need
       not be presented prior to the Expiration Date.
       
     (e)       Notwithstanding anything in this Agreement, each
       Shareholder's aggregate liability with respect to any
       Damages recoverable pursuant to Sections 5.5 and 8.2
       shall not exceed such Shareholder's pro rata portion of
       such Damages after application of the limitations
       contained in this Section 8, based on the percentage
       ownership of such Shareholder as set forth in Exhibit A
       hereto.
       
     8.4    Indemnification by Shareholders for Shareholder
       Representations and Warranties and Covenants.  From and
       after the Effective Time, each Shareholder shall hold
       harmless and indemnify each of the Indemnitees from and
       against, and shall compensate and reimburse each of the
       Indemnitees for, any Damages which are directly or
       indirectly suffered or incurred by any of the Indemnitees
       or to which any of the Indemnitees may otherwise become
       subject (regardless of whether or not such Damages relate
       to any third-party claim) and which arise from or as a
       result of, or are directly or indirectly connected with:
       (i)  any breach of any representation or warranty of such
       Shareholder set forth in Section 3 (without giving effect
       to any "Material Adverse Effect" or other materiality
       qualification or any similar qualification contained or
       incorporated directly or indirectly in such
       representation or warranty); (ii) any breach of any
       covenant or obligation of such Shareholder (including the
       covenants set forth in Section 5); or (iii) any Legal
       Proceeding relating to any breach of the type referred to
       in clause "(i)" or "(ii)" above (including any Legal
       Proceeding commenced by any Indemnitee for the purpose of
       enforcing any of its rights under this Section 8).
       
     8.5  Exclusive Remedy.  Except for acts constituting fraud, 
       intentional misrepresentation or other willful misconduct, and
       except for the indemnification provided in the Registration Rights
       Agreement, the indemnification provided for in Section
       5.5 and in this Section 8 shall be the exclusive remedy
       in respect of any matter subject to the indemnification
       hereunder and no claim or cause of action with respect to
       any misrepresentation, breach or default as to any
       representation, warranty, agreement, covenant or
       obligation contained in this Agreement shall be
       enforceable unless made in accordance with the
       procedures, and, within the time periods, set forth in
       Section 5.5 and in this Section 8, as applicable.  Except
       for acts constituting fraud, intentional
       misrepresentation or other willful misconduct and except
       in connection with a breach by a Shareholder of a
       Transactional Agreement, no Shareholder shall have any
       liability to any Indemnitee under Sections 5.5 and 8.2(a)
       except as a result of Parent's right to offset against
       and withhold up to $1,000,000 of the Earnout Amount
       pursuant to Section 1.9.
       
     8.6  Claims Against Escrow Shares.
       
     (a)       Claims by Parent with respect to the Escrow Shares
       shall be made as follows:
       
     (i)            If Parent determines in good faith that an
       event has occurred that may entitle it to indemnification
       pursuant to Section 8.2(a), and if Parent wishes to make
       a claim against the Escrow with respect to such event,
       then Parent shall deliver to both the Shareholders' Agent
       and the Escrow Agent a written notice of such possible
       event (a "Claim Notice") setting forth (x) a brief
       description of the circumstances supporting Parent's
       belief that such event has occurred, and (y) to the
       extent feasible, anon- non-binding, preliminary estimate
       of the aggregate dollar amount of all Damages 

       that have arisen and may arise as a result of such event (such
       aggregate amount being referred to as the "Claim
       Amount").
       
     (ii)           Within forty-five (45) days after the
       delivery of a Claim Notice to the Shareholders' Agent,
       the Shareholders' Agent shall deliver to Parent, with a
       copy to the Escrow Agent, a written notice (the "Response
       Notice") containing:  (x) instructions to the effect that
       Escrow Shares having a value equal to the entire Claim
       Amount set forth in such Claim Notice are to be released
       from the Escrow to Parent; or (y) instructions to the
       effect that Escrow Shares having a value equal to a
       specified portion (but not the entire amount) of the
       Claim Amount set forth in such Claim Notice are to be
       released from the Escrow to Parent, together with a
       statement that the remaining portion of such Claim Amount
       is being disputed; or (z) a statement that the entire
       Claim Amount set forth in such Claim Notice is being
       disputed.  If no Response Notice is received by Parent
       from the Shareholders' Agent within forty-five (45) days
       after the delivery of a Claim Notice to the Shareholders'
       Agent, then the Shareholders' Agent shall be deemed to
       have given instructions on behalf of each of the
       Shareholders that Escrow Shares having a value equal to
       the entire Claim Amount set forth in such Claim Notice
       are to be released to Parent from the Escrow.
       
     (b)       The Escrow Shares shall be released from Escrow to
       Parent as follows:
       
     (i)            If the Shareholders' Agent gives (or is
       deemed to have given) instructions that Escrow Shares
       having a value equal to the entire Claim Amount set forth
       in a Claim Notice are to be released from the Escrow to
       Parent, then the Escrow Agent shall, promptly following
       the required delivery date for the Response Notice,
       transfer, deliver and assign to Parent a number of Escrow
       Shares held in the Escrow having a value (based on the
       Average Trading Price as of the date of the release of
       shares to Parent) equal to the Claim Amount (or such
       lesser number of Escrow Shares as is then held in the
       Escrow).
       
     (ii)           If a Response Notice delivered by the
       Shareholders' Agent in response to a Claim Notice
       contains instructions to the effect that Escrow Shares
       having a value equal to a specified portion (but not the
       entire amount) of the Claim Amount set forth in such
       Claim Notice are to be released from the Escrow to
       Parent, then (i) the Escrow Agent shall, promptly
       following the required delivery date for the Response
       Notice, transfer, deliver and assign to Parent a number
       of Escrow Shares held in the Escrow having a value (based
       on the Average Trading Price as of the date of the
       release of shares to Parent) equal to such specified
       portion of such Claim Amount, and (ii) the procedures set
       forth in Section 6 of the Escrow Agreement shall be
       followed with respect to the remaining portion of such
       Claim Amount.
       
     (iii)          If a Response Notice delivered by the
       Shareholders' Agent in response to a Claim Notice
       contains a statement that all or a portion of the Claim
       Amount set forth in such Claim Notice is being disputed
       (such Claim Amount or the disputed portion thereof being
       referred to as the "Disputed Amount"), then,
       notwithstanding anything contained in Section 5 of the
       Escrow Agreement, the Escrow Agent shall continue to hold
       in the Escrow (in addition to any other shares of Parent
       Common Stock permitted to be retained in the Escrow,
       whether in connection with any other dispute or
       otherwise) Escrow Shares having a value (based on the
       Average Trading Price as of the date of the release of
       shares to Parent)  equal to 120% of the Disputed Amount.
       Such Escrow Shares shall continue to be held in the
       Escrow until (i) delivery of a notice executed by Parent and the
       Shareholders' Agent setting forth instructions to the Escrow Agent

       regarding the release of such shares, or (ii) delivery of a copy
       of an arbitrator's order setting forth instructions to the 
       Escrow Agent as to the release of such shares, all as more
       specifically set forth in the Escrow Agreement.  The Escrow
       Agent shall thereupon release Escrow Shares from the Escrow
       in accordance with the instructions set forth in such notice or
       arbitrator's order.  (The parties acknowledge that it is appropriate
       to retain more than 100% of the Claim Amount in the
       Escrow in recognition of the fact that Parent may have
       underestimated the aggregate amount of the actual and
       potential Damages arising in connection with a particular
       Claim Notice.)
       
     8.7   No Contribution.  Each Shareholder
       waives, and acknowledges and agrees that he or she shall
       not have and shall not exercise or assert (or attempt to
       exercise or assert), any right of contribution, right of
       indemnity or other right or remedy against the Surviving
       Corporation in connection with any indemnification
       obligation or any other liability to which he may become
       subject under or in connection with this Agreement.
       
     8.8   Interest.  Any Shareholder who is required to
       hold harmless, indemnify, compensate or reimburse any
       Indemnitee pursuant to this Section 8 with respect to any
       Damages shall also be liable to such Indemnitee for
       interest on the amount of such Damages (for the period
       commencing as of the date on which such Shareholder first
       received notice of a claim for recovery by such
       Indemnitee and ending on the date on which the liability
       of such Shareholder to such Indemnitee is fully satisfied
       by such Shareholder) at a floating rate equal to the rate
       of interest publicly announced by Bank of America, N.T. &
       S.A. from time to time as its prime, base or reference
       rate.
       
     8.9    Defense of Third Party Claims.  In the event of the assertion
       or commencement by any Person of any claim or Legal Proceeding
       (whether against the Surviving Corporation, against Parent or
       against any other Person) with respect to which any of
       the Shareholders may become obligated to hold harmless,
       indemnify, compensate or reimburse any Indemnitee
       pursuant to this Section 8, Parent shall have the right,
       at its election, to proceed with the defense of such
       claim or Legal Proceeding on its own.  If Parent so
       proceeds with the defense of any such claim or Legal
       Proceeding:
       
     (a)       all reasonable expenses relating to the defense of
       such claim or Legal Proceeding shall be advanced by
       Parent but borne and paid exclusively by the Shareholders
       pursuant to the offset right set forth in Sections 1.9
       and 8.3(b);
       
     (b)       each Shareholder shall make available to Parent
       any documents and materials in his possession or control
       that may be necessary to the defense of such claim or
       Legal Proceeding; and
       
     (c)       Parent shall have the right to settle, adjust or
       compromise such claim or Legal Proceeding with the
       consent of the Shareholders' Agent (as defined in Section
       9.1); provided, however, that such consent shall not be
       unreasonably withheld.
       
Parent shall give the Shareholders' Agent prompt notice of the
commencement of any such Legal Proceeding against Parent or the
Surviving Corporation; provided, however, that any failure on the
part of Parent to so notify the Shareholders' Agent shall not
limit any of the obligations of the Shareholders under this
Section 8 (except to the extent such failure materially
prejudices the defense of such Legal Proceeding).

     8.10  Exercise of Remedies by Indemnitees Other Than Parent.
       No Indemnitee (other than Parent or any successor thereto
       or assign thereof) shall be permitted to assert any
       indemnification claim or exercise any other remedy under
       this Agreement unless Parent (or any successor thereto or
       assign thereof) shall have consented to the assertion of
       such indemnification claim or the exercise of such other
       remedy.
       
SECTION 9. Miscellaneous Provisions
     
     9.1    Shareholders' Agent.  The Shareholders hereby irrevocably
       appoint Martha Sanford as their agent for purposes of Sections 5.5
       and 8 (the "Shareholders' Agent"), and Martha Sanford hereby accepts
       her appointment as the Shareholders' Agent.  Parent shall
       be entitled to deal exclusively with the Shareholders'
       Agent on all matters relating to Sections 5.5 and 8, and
       shall be entitled to rely conclusively (without further
       evidence of any kind whatsoever) on any document executed
       or purported to be executed on behalf of any Shareholder
       by the Shareholders' Agent, and on any other action taken
       or purported to be taken on behalf of any Shareholder by
       the Shareholders' Agent, as fully binding upon such
       Shareholder.  If the Shareholders' Agent shall die,
       resign,  become disabled or otherwise be unable to
       fulfill her responsibilities as agent of the
       Shareholders, then the Shareholders shall, within ten
       days after such resignation, death or disability, appoint
       a successor agent and, promptly thereafter, shall notify
       Parent of the identity of such successor.  Any such
       successor shall become the "Shareholders' Agent" for
       purposes of Sections 5.5 and 8 and this Section 9.1.  If
       for any reason there is no Shareholders' Agent at any
       time, all references herein to the Shareholders' Agent
       shall be deemed to refer to the Shareholders.
       
     9.2  Further Assurances.  Each party
       hereto shall execute and cause to be delivered to each
       other party hereto such instruments and other documents,
       and shall take such other actions, as such other party
       may reasonably request (prior to, at or after the
       Closing) for the purpose of carrying out or evidencing
       any of the transactions contemplated by this Agreement.
       
     9.3 Fees and Expenses.  Each party to this Agreement shall bear
       and pay all fees, costs and expenses (including legal fees
       and accounting fees) that have been incurred or that are
       incurred by such party in connection with the transactions
       contemplated by this Agreement, including all fees, costs and expenses
       incurred by such party in connection with or by virtue of
       (a) the investigation and review conducted by Parent and
       its Representatives with respect to the Company's
       business (and the furnishing of information to Parent and
       its Representatives in connection with such investigation
       and review), (b) the negotiation, preparation and review
       of this Agreement (including the Disclosure Schedule) and
       all agreements, certificates, opinions and other
       instruments and documents delivered or to be delivered in
       connection with the transactions contemplated by this
       Agreement, (c) the preparation and submission of any
       filing or notice required to be made or given in
       connection with any of the transactions contemplated by
       this Agreement, and the obtaining of any Consent required
       to be obtained in connection with any of such
       transactions, and (d) the consummation of the Merger;
       provided, however, that all such fees, costs and expenses
       incurred by or for the benefit of the Company (including
       all such fees, costs and expenses incurred prior to the
       date of this Agreement and including the amount of all
       special bonuses and other amounts that may become payable
       to any officers of the Company or other Persons in
       connection with the consummation of the transactions
       contemplated by this Agreement) shall be borne and paid
       by the Shareholders and not by the Company.
       
     9.4   Attorneys' Fees.  If any action or
       proceeding relating to this Agreement or the enforcement
       of any provision of this Agreement is brought against any
       party hereto, the prevailing party shall be

       entitled to recover reasonable attorneys' fees, costs and
       disbursements (in addition to any other relief to which
       the prevailing party may be entitled).
       
     9.5 Notices.  Any notice or other communication
       required or permitted to be delivered to any party under
       this Agreement shall be in writing and shall be deemed
       properly delivered, given and received when delivered (by
       hand, by registered mail, by courier or express delivery
       service or by facsimile) to the address or facsimile
       telephone number set forth beneath the name of such party
       below (or to such other address or facsimile telephone
       number as such party shall have specified in a written
       notice given to the other parties hereto):
       
     if to Parent or Merger Sub:
     AlliedSignal Inc.
     101 Albright Way
     Los Gatos, CA  95030
     Attn:
     Facsimile:  (408) 871-2231
     
     if to the Company:
     Clean Link, Inc.
     345 East Brokaw Road
     San Jose, CA  95112
     Attn:  William E. McGeever
     Facsimile:  (408) 436-9301
     
     if to any of the Shareholders:
     c/o Shareholders' Agent
     Weber Sanford & Co.
     2021 The Alameda, Suite 380
     San Jose, CA  95126
     Attn:  Martha Sanford
     Facsimile:  (408) 246-4463
     
     9.6    Reserved.
       
     9.7    Time of the Essence.  Time is of the essence of this Agreement.
       
     9.8    Headings.  The underlined headings contained in
       this Agreement are for convenience of reference only,
       shall not be deemed to be a part of this Agreement and
       shall not be referred to in connection with the
       construction or interpretation of this Agreement.
       
     9.9    Counterparts.  This Agreement may be
       executed in several counterparts, each of which shall
       constitute an original and all of which, when taken
       together, shall constitute one agreement.
       
     9.10    Governing Law.  This Agreement shall
       be construed in accordance with, and governed in all
       respects by, the internal laws of the State of California
       (without giving effect to principles of conflicts of
       laws).
       
     9.11    Successors and Assigns.  This
       Agreement shall be binding upon: the Company and its
       successors and assigns (if any); the Shareholders and
       their respective personal representatives, executors,
       administrators, estates, heirs, successors and assigns
       (if any); Parent and its successors and assigns (if any);
       and Merger Sub and its successors and assigns (if any).
       This Agreement shall inure to the benefit of: the
       Company; the Shareholders; Parent; Merger Sub; the other
       Indemnitees (subject to Section 8.10); and the respective
       successors and assigns (if any) of the foregoing.  Parent
       may freely assign any or all of its rights under this
       Agreement (including its

       indemnification rights under Sections 5.5 and 8), in whole or
       in part, to any other Person without obtaining the consent or
       approval of any other party hereto or of any other Person.
       
    9.12 Remedies Cumulative; Specific Performance.  Except as otherwise
       provided herein, the rights and remedies of the parties
       hereto shall be cumulative (and not alternative).  The
       parties to this Agreement agree that, in the event of any
       breach or threatened breach by any party to this
       Agreement of any covenant, obligation or other provision
       set forth in this Agreement for the benefit of any other
       party to this Agreement, such other party shall be
       entitled (in addition to any other remedy that may be
       available to it) to (a) a decree or order of specific
       performance or mandamus to enforce the observance and
       performance of such covenant, obligation or other
       provision, and (b) an injunction restraining such breach
       or threatened breach.
       
     9.13 Waiver.
       
     (a)       No failure on the part of any Person to exercise
       any power, right, privilege or remedy under this
       Agreement, and no delay on the part of any Person in
       exercising any power, right, privilege or remedy under
       this Agreement, shall operate as a waiver of such power,
       right, privilege or remedy; and no single or partial
       exercise of any such power, right, privilege or remedy
       shall preclude any other or further exercise thereof or
       of any other power, right, privilege or remedy.
       
     (b)       No Person shall be deemed to have waived any claim
       arising out of this Agreement, or any power, right,
       privilege or remedy under this Agreement, unless the
       waiver of such claim, power, right, privilege or remedy
       is expressly set forth in a written instrument duly
       executed and delivered on behalf of such Person; and any
       such waiver shall not be applicable or have any effect
       except in the specific instance in which it is given.
       
     9.14  Amendments.  This Agreement may not be
       amended, modified, altered or supplemented other than by
       means of a written instrument duly executed and delivered
       on behalf of Parent, Merger Sub, the Company and the
       holders of a majority of the outstanding shares of
       Company Common Stock.
       
     9.15  Severability.  In the event that any
       provision of this Agreement, or the application of any
       such provision to any Person or set of circumstances,
       shall be determined to be invalid, unlawful, void or
       unenforceable to any extent, the remainder of this
       Agreement, and the application of such provision to
       Persons or circumstances other than those as to which it
       is determined to be invalid, unlawful, void or
       unenforceable, shall not be impaired or otherwise
       affected and shall continue to be valid and enforceable
       to the fullest extent permitted by law.
       
     9.16   Parties in Interest.  Except for
       the provisions of Sections 1.5, 1.6, 1.8, 1.9 and 8, none
       of the provisions of this Agreement is intended to
       provide any rights or remedies to any Person other than
       the parties hereto and their respective successors and
       assigns (if any).
       
     9.17  Entire Agreement.  This Agreement and
       the other agreements referred to herein set forth the
       entire understanding of the parties hereto relating to
       the subject matter hereof and thereof and supersede all
       prior agreements and understandings among or between any
       of the parties relating to the subject matter hereof and
       thereof.

    
     9.18  Construction.
       
     (a)       For purposes of this Agreement, whenever the
       context requires: the singular number shall include the
       plural, and vice versa; the masculine gender shall
       include the feminine and neuter genders; the feminine
       gender shall include the masculine and neuter genders;
       and the neuter gender shall include the masculine and
       feminine genders.
       
     (b)       The parties hereto agree that any rule of
       construction to the effect that ambiguities are to be
       resolved against the drafting party shall not be applied
       in the construction or interpretation of this Agreement.
       
     (c)       As used in this Agreement, the words "include" and
       "including," and variations thereof, shall not be deemed
       to be terms of limitation, but rather shall be deemed to
       be followed by the words "without limitation."
       
     (d)       Except as otherwise indicated, all references in
       this Agreement to "Sections" and "Exhibits" are intended
       to refer to Sections of this Agreement and Exhibits to
       this Agreement.

     The parties hereto have caused this Agreement to be executed
and delivered as of the date first written above.

"Parent:"                  AlliedSignal Inc.,
                           a Delaware corporation
                           
                           By:  /s/ Kyle Kappes
                           -------------------------
                           Name:  Kyle Kappes
                           Title: Vice President and General Counsel
                                  Electronic Materials
                           
"Merger Sub:"              Clink Acquisition Corp.,
                           a Delaware corporation
                           
                           By:  /s/Kyle Kappes
                           ------------------------ 
                           Name:  Kyle Kappes
                           Title:
                           
"Company:"                 Clean Link, Inc.,
                           a California corporation
                           
                           By: /s/ William E. McGeever
                               --------------------
                           Name:  William E. McGeever
                           Title: President

"Shareholders:"            /s/ Timothy L. Evans
                           -----------------------
                           Timothy L. Evans
                           
                           /s/ Amy M. Irwen
                           -----------------------
                           Amy M. Irwen
                           
                           /s/ Randy R. LeClaire
                           -----------------------
                           Randy R. LeClaire
                           
                           /s/ Paul E. Lewis
                           ----------------------                           
                           Paul E. Lewis
                           
                           /s/ Khalid Makhamreh
                           ----------------------
                           Khalid Makhamreh
                           
                           /s/ Willam E. McGeever
                           ----------------------
                           William E. McGeever
                           
                           /s/ Jeffrey Miller
                           ----------------------                           
                           Jeffrey Miller
                           
                           /s/ Adel George Tannous
                           -----------------------
                           Adel George Tannous

"Shareholders Agent:"
                         /s/ Martha Sanford
                         -----------------------
                         Martha Sanford, as agent of the Shareholders

                            EXHIBIT A
                                
                          SHAREHOLDERS

     Name                          Percentage Ownership of the Company
- ------------------                 -------------------------------------

Timothy L. Evans                               1.913%

Amy M. Irwen                                   0.962%

Randy R. LeClaire                             19.138%

Paul E. Lewis                                  1.435%

Khalid Makhamreh                              19.138%

William E. McGeever                           19.138%

Jeffrey Miller                                19.138%

Adel George Tannous                           19.138%

                            EXHIBIT B
                                
                       CERTAIN DEFINITIONS

For purposes of the Agreement (including this Exhibit B):

Acquisition Transaction.  "Acquisition Transaction" shall mean
any transaction involving:

          (a)  the sale, license, disposition or acquisition of
all or a material portion of the Company's business or assets;

          (b)  the issuance, disposition or acquisition of (i)
any capital stock or other equity security of the Company
(other than common stock issued to employees of the
Company, upon exercise of Company Options or otherwise,
in routine transactions in accordance with the Company's
past practices), (ii) any option, call, warrant or right
(whether or not immediately exercisable) to acquire any
capital stock or other equity security of the Company
(other than stock options granted to employees of the
Company in routine transactions in accordance with the
Company's past practices), or (iii) any security,
instrument or obligation that is or may become
convertible into or exchangeable for any capital stock or
other equity security of the Company; or
       
         (c)   any merger, consolidation, business combination,
reorganization or similar transaction involving the Company.
       
     Affiliate.  "Affiliate" of any Person means any Person
directly or indirectly controlling, controlled by or under common
control with such Person.

     Allocation Date.  "Allocation Date" shall have the meaning
set forth in Section 5.5(b) of the Agreement.

     Annual Earnout.  "Annual Earnout" shall have the meaning set
forth in Section 1.9(b) of the Agreement.

     Annual Earnout Amount.  "Annual Earnout Amount" shall have
the meaning set forth in Section 1.9(b) of the Agreement.

     Average Trading Price.  "Average Trading Price" means, as of
a specified date, the average of the daily high and low closing
prices of AlliedSignal Common Stock as reported on the NYSE
Composite Tape on each of the twenty (20) consecutive trading
days immediately preceding (and not including) such date.

     Agreement.  "Agreement" shall mean the Agreement and Plan of
Merger and Reorganization to which this Exhibit B is attached
(including the Disclosure Schedule), as it may be amended from
time to time.

     Balance Sheet Selected Firm.  "Balance Sheet Selected Firm"
shall have the meaning set forth in Section 1.7 of the Agreement.

     Claim Amount.  "Claim Amount" shall have the meaning set
forth in Section 8.6(a) of the Agreement.

     Claim Notice.  "Claim Notice" shall have the meaning set
forth in Section 8.6(a) of theAgreement.

      Agreement.Closing.  "Closing" shall have the meaning set
forth in Section 1.3 of the Agreement.

     Closing Balance Sheet.  "Closing Balance Sheet" shall have
the meaning set forth in Section 1.7 of the Agreement.

     Closing Calculation.  "Closing Calculation" shall have the
meaning set forth in Section 1.7 of the Agreement.

     Closing Date.  "Closing Date" shall have the meaning set
forth in Section 1.3 of the Agreement.

     COBRA.  "COBRA" shall have the meaning set forth in Section
2.15(g) of the Agreement.

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

     Combined State Tax.  "Combined State Tax" means, with
respect to each such state or any local taxing jurisdiction, any
income or franchise Tax payable to any state or any local taxing
jurisdiction in which the Company files Returns with a member of
the Seller Group on a consolidated, combined or unitary basis for
purposes of such income or franchise Tax.

     Company.  "Company" shall have the meaning set forth in the
Introductory Paragraph of the Agreement.

     Company Common Stock.  "Company Common Stock" shall have the
meaning set forth in Section 1.5 of the Agreement.

     Company Contract.  "Company Contract" shall mean any
Contract:  (a) to which the Company is a party; (b) by which the
Company or any of its assets is or may become bound or under
which the Company has, or may become subject to, any obligation;
or (c) under which the Company has or may acquire any right or
interest.

     Company Financial Statements.  "Company Financial
Statements" shall have the meaning set forth in Section 2.4(a) of
the Agreement.

     Company Proprietary Asset.  "Company Proprietary Asset"
shall mean any Proprietary Asset owned by or licensed to the
Company or otherwise used by the Company.

     Company Stock Certificate.  "Company Stock Certificate"
shall have the meaning set forth in Section 1.10 of the
Agreement.

     Confidential Information.  "Confidential Information" shall
have the meaning set forth in Section 5.1(a) of the Agreement.

     Consent.  "Consent" shall mean any approval, consent,
ratification, permission, waiver or authorization (including any
Governmental Authorization).

     Contract.  "Contract" shall mean any written, oral or other
agreement, contract, subcontract, lease, understanding,
instrument, note, warranty, insurance policy, benefit plan or
legally binding commitment or undertaking of any nature.

     Damages.  "Damages" shall include any loss, damage, injury,
decline in value, liability, claim, demand, settlement, judgment,
award, fine, penalty, Tax, fee (including reasonable attorneys'
fees), charge, cost (including costs of investigation) or expense
of any nature.

     Disclosure Documents.  "Disclosure Documents" shall have the
meaning set forth in Section 3.5(e) of the Agreement.

     Disclosure Schedule.  "Disclosure Schedule" shall mean the
schedule (dated as of the date of the Agreement) delivered to
Parent on behalf of the Company and the Shareholders.

     Disputed Amount.  "Disputed Amount" shall have the meaning
set forth in Section 8.6(b) of the Agreement.

     Earnout Amount.  "Earnout Amount" shall have the meaning set
forth in Section 1.9(a) of the Agreement.

     Earnout Payment Date.  "Earnout Payment Date" shall have the
meaning set forth in Section 1.9(c) of the Agreement.

     Earnout Selected Firm.  "Earnout Selected Firm" shall have
the meaning set forth in Section 1.9(b) of the Agreement.

     Earnout Year.  "Earnout Year" shall have the meaning set
forth in Section 1.9(a) of the Agreement.

     Effective Time.  "Effective Time" shall have the meaning set
forth in Section 1.3 of the Agreement.

     Encumbrance.  "Encumbrance" shall mean any lien, pledge,
hypothecation, charge, mortgage, security interest, encumbrance,
claim, infringement, interference, option, right of first
refusal, preemptive right, community property interest or
restriction of any nature (including any restriction on the
voting of any security, any restriction on the transfer of any
security or other asset, any restriction on the receipt of any
income derived from any asset, any restriction on the

use of any asset and any restriction on the possession, exercise or transfer
of any other attribute of ownership of any asset).

     Entity.  "Entity" shall mean any corporation (including any
non-profit corporation), general partnership, limited
partnership, limited liability partnership, joint venture,
estate, trust, company (including any limited liability company
or joint stock company), firm or other enterprise, association,
organization or entity.

     Environmental Law.  "Environmental Law" shall have the
meaning set forth in Section 2.16 of the Agreement.

     ERISA.  "ERISA" shall have the meaning set forth in Section
2.15(a) of the Agreement.

     Escrow.  "Escrow" shall have the meaning set forth in
Section 1.6 of the Agreement.

     Escrow Agent.  "Escrow Agent" shall mean State Street Bank
and Trust Company of California, N.A.

     Escrow Shares.  "Escrow Shares" shall have the meaning set
forth in Section 1.6 of the Agreement.

     Exchange Act.  "Exchange Act" shall mean the Securities
Exchange Act of 1934, as amended.

     Expiration Date.  "Expiration Date" shall have the meaning
set forth in Section 8.1(a) of the Agreement.

     Federal Tax.  "Federal Tax" means any Tax imposed under
Subtitle A of the Code.

     Five Year Earnout Amount.  "Five Year Earnout Amount" shall
have the meaning set forth in Section 1.9(a) of the Agreement.

     Final Determination.  "Final Determination" shall mean (i)
any final determination of Liability in respect of a Tax that,
under applicable Legal Requirements, is not subject to further
appeal, review or modification through proceedings or otherwise
(including the expiration of a statute of limitations or a period
for the filing of claims for refunds, amended returns or appeals
from adverse determinations), including a "determination" as
defined in Section 1313(a) of the Code or execution of an
Internal Revenue Service Form 870AD or (ii) the payment of Tax by
Parent, the Company, the Shareholders or any of their Affiliates,
whichever is responsible for payment of such Tax under applicable
Legal Requirements, with respect to any item disallowed or
adjusted by a Taxing Authority, provided that such responsible
party determines that no action should be taken to recoup such
payment and the other party agrees in writing.

     Government Bid.  "Government Bid" shall mean any quotation,
bid or proposal submitted to any Governmental Body or any
proposed prime contractor or higher-tier subcontractor of any
Governmental Body.

     Government Contract.  "Government Contract" shall mean any
prime contract, subcontract, letter contract, purchase order or
delivery order executed or submitted to or on behalf of any
Governmental Body or any prime contractor or higher-tier
subcontractor, or under which any Governmental Body or any such
prime contractor or subcontractor otherwise has or may acquire
any right or interest.

     Governmental Authorization.  "Governmental Authorization"
shall mean any:  (a) permit, license, certificate, franchise,
permission, clearance, registration, qualification or
authorization issued, granted, given or otherwise made available
by or under the authority of any Governmental Body or pursuant to
any Legal Requirement; or (b) right under any Contract with any
Governmental Body.

     Governmental Body.  "Governmental Body" shall mean any: (a)
nation, state, commonwealth, province, territory, county,
municipality, district or other jurisdiction of any nature; (b)
federal, state, local, municipal, foreign or other government; or
(c) governmental or quasi-governmental authority of any nature
(including any governmental division, department, agency,
commission, instrumentality, official, organization, unit, body
or Entity and any court or other tribunal).

     Gross Margin Percentage.  "Gross Margin Percentage" shall
have the meaning set forth in Section 1.9(a) of the Agreement.

     Gross Margin.  "Gross Margin" shall have the meaning set
forth in Section 1.9(a) of the Agreement.

     Indemnitees.  "Indemnitees" shall mean the following
Persons:  (a) Parent; (b) Parent's current and future affiliates
(including the Surviving Corporation); (c) the respective
Representatives of the Persons referred to in clauses "(a)" and
"(b)" above; and (d) the respective successors and assigns of the
Persons referred to in clauses "(a)", "(b)" and "(c)" above;
provided, however, that the Shareholders shall not be deemed to
be "Indemnitees."

     Knowledge.  An individual shall be deemed to have
"Knowledge" of a particular fact or other matter if such
individual is actually aware of such fact or other matter after
due inquiry concerning the truth or existence of such fact or
other matter, including due inquiry of the Company's tax,
accounting and legal advisors.

     The Company shall be deemed to have "Knowledge" of a
particular fact or other matter if any of the Shareholders, the
controller of the Company has Knowledge of such fact or other
matter.

     Lease.  "Lease" shall have the meaning set forth in Section
2.8(b) of the Agreement.

     Leased Real Property.  "Lease Real Property" shall have the
meaning set forth in Section 2.8(b) of the Agreement.

     Legal Proceeding.  "Legal Proceeding" shall mean any action,
suit, litigation, arbitration, proceeding (including any civil,
criminal, administrative, investigative or appellate proceeding),
hearing, inquiry, audit, examination or investigation commenced,
brought, conducted or heard by or before, or otherwise involving,
any court or other Governmental Body or any arbitrator or
arbitration panel.

     Legal Requirement.  "Legal Requirement" shall mean any
federal, state, local, municipal, foreign or other law, statute,
constitution, principle of common law, resolution, ordinance,
code, edict, decree, rule, regulation, ruling or requirement
issued, enacted, adopted, promulgated, implemented or otherwise
put into effect by or under the authority of any Governmental
Body.

     Loss.  "Loss" shall have the meaning set forth in Section
5.5(a) of the Agreement.

     Major Customers.  "Major Customers" shall have the meaning
set forth in Section 2.7(c) of the Agreement.

     Material Adverse Effect.  An event or other matter will be
deemed to have a "Material Adverse Effect" on the Company if such
event or other matter would have a material adverse effect on the
Company's business, condition, assets, liabilities, operations,
financial performance or prospects taken as a whole.

     Material Contract.  "Material Contract" shall have the
meaning set forth in Section 2.10(a) of the Agreement.

     Material of Environmental Concern.  "Material of
Environmental Concern" shall have the meaning set forth in
Section 2.16 of the Agreement.

     Merger.  "Merger" shall have the meaning set forth in
Recital A of the Agreement.

     Merger Sub.  "Merger Sub" shall have the meaning set forth
in the Introductory Paragraph of the Agreement.

     Net Sales.  "Net Sales" shall have the meaning set forth in
Section 1.9(a) of the Agreement.

     Net Working Capital.  "Net Working Capital" means Total
Current Assets minus Total Current Liabilities.

     Overpayment.  "Overpayment" shall have the meaning set forth
in Section 1.8(b) of the Agreement.

     Parent.  "Parent" shall have the meaning set forth in the
Introductory Paragraph of the Agreement.

     Parent Common Stock.  "Parent Common Stock" shall have the
meaning set forth in Section 1.5(a) of the Agreement.

     Parent Reports.  "Parent Reports" shall have the meaning set
forth in Section 2.25 of the Agreement.

     Person.  "Person" shall mean any individual, Entity or
Governmental Body.

     Plans.  "Plans" shall have the meaning set forth in Section
2.15(a) of the Agreement.

     Pro Forma Combined State Return.  "Pro Forma Combined State
Return" shall have the meaning set forth in Section 5.4(b) of the
Agreement.

     Pro Forma Federal Return.  "Pro Forma Federal Return" shall
have the meaning set forth in Section 5.4(b) of the Agreement.

     Pro Forma Return.  "Pro Forma Return" shall have the meaning
set forth in Section 5.4(b) of the Agreement.

     Post-Closing Tax Period.  "Post-Closing Tax Period" means
any Tax period beginning after the Closing Date or, with respect
to any Tax Period beginning before and ending after the Closing
Date, the portion thereof beginning on the day after the Closing
Date.

     Proposed Closing Balance Sheet.  "Proposed Closing Balance
Sheet" shall have the meaning set forth in Section 1.7 of the
Agreement.

     Proposed Annual Earnout Amount.  "Proposed Annual Earnout
Amount" shall have the meaning set forth in Section 1.9(a) of the
Agreement.

     Proposed Annual Five Year Earnout Amount.  "Proposed Annual
Five Year Earnout Amount" shall have the meaning set forth in
Section 1.9(a) of the Agreement.

     Proposed Sixth Year Earnout Amount.  "Proposed Sixth Year
Earnout Amount" shall have the meaning set forth in Section
1.9(a) of the Agreement.

     Proprietary Asset.  "Proprietary Asset" shall mean any: (a)
patent, patent application, trademark (whether registered or
unregistered), trademark application, trade name, fictitious
business name, service mark (whether registered or unregistered),
service mark application, copyright (whether registered or
unregistered), copyright application, maskwork, maskwork
application, trade secret, know-how, customer list, franchise,
system, computer software, computer program, invention, design,
blueprint, engineering drawing, proprietary product, technology,
proprietary right or other intellectual property right or
intangible asset; or (b) right to use or exploit any of the
foregoing.

     Related Party.  "Related Party" shall have the meaning set
forth in Section 2.18 of the Agreement.

    Representatives.  "Representatives" shall mean officers,
directors, employees, agents, attorneys, accountants, advisors
and representatives.

     Response Notice.  "Response Notice" shall have the meaning
set forth in Section 8.6(a) of the Agreement.

     Return.  "Return" means any return, declaration, report,
statement or other document (including any estimated Tax or
information return or report) required to be filed with respect
to any Tax.

     SEC.  "SEC" shall mean the United States Securities and
Exchange Commission.

     Securities Act.  "Securities Act" shall mean the Securities
Act of 1933, as amended.

     Seller Group.  "Seller Group" means, with respect to Federal
Taxes, the affiliated group of corporations (as defined in
Section 1504(a) of the Code) of which a Shareholder is the common
parent and with respect to Combined State Taxes, the
consolidated, combined or unitary group of which a Shareholder or
any of its affiliates and the Company is a member.

     Separate Tax.  "Separate Tax" means any Tax of the Company
which accrues in a Pre-Closing Tax Period, other than a Federal
Tax or a Combined State Tax.

     Shareholder Representative.  "Shareholder Representative"
shall have the meaning set forth in Section 3.5(d) of the
Agreement.

     Shareholders.  "Shareholders" shall have the meaning set
forth in the Introductory Paragraph of the Agreement.

     Shareholders' Notes.  "Shareholders' Notes" shall mean the
promissory notes with a current aggregate principal balance of
$800,000 executed by certain of the Shareholders in favor of the
Company in connection with the purchase of such Shareholders'
equity interests in the Company.

     Surviving Corporation.  "Surviving Corporation" shall have
the meaning set forth in Section 1.1 of the Agreement.

     Tax.  "Tax" means (i) any tax imposed under Subtitle A of
the Code and any net income, alternative or add-on minimum tax,
gross income, gross receipts, sales, use, ad valorem, value
added, transfer, franchise, profits, license, lease, service,
service use, withholding on amounts paid to or by the Company,
payroll, employment, excise, severance, stamp, capital stock,
occupation, property, environmental or windfall profit tax,
premium, custom, duty or other tax, governmental fee or other
like assessment or charge of any kind whatsoever, together with
any interest, penalty, addition to tax or additional amount
imposed by any Governmental Authority (a "Taxing Authority")
responsible for the imposition of any such tax (domestic or
foreign), (ii) liability of the Company for the payment of any
amounts of the type described in (i) as a result of being a
member of an affiliated, consolidated, combined or unitary group,
or being a party to any agreement or arrangement whereby
Liability of the Company for payments of such amounts was
determined or taken into account with reference to the Liability
of any other Person for any period during the Tax Indemnification
Period, and (iii) Liability of the Company for the payment

of any amounts as a result of being party to any Tax Sharing Agreement
or with respect to the payment of any amounts of the type
described in (i) or (ii) as a result of any express or implied
obligation to Indemnify any other Person.

     Tax Asset.  "Tax Asset" means any net operating loss, net
capital loss, investment tax credit, foreign tax credit,
charitable deduction or any other credit, deduction or other tax
attribute which could reduce Taxes (including without limitation
deductions and credits related to alternative minimum Taxes).

     Tax Indemnification Period.  "Tax Indemnification Period"
means (i) with respect to any Tax described in clause (i) of the
definition of "Tax," any Pre-Closing Tax Period of the Company;
(ii) with respect to any Tax described in clause (ii) of the
definition of "Tax," any Pre-Closing Tax Period of the Company
and the Tax year of any member of a group described in such
clause (ii) which includes (but does not end on) the Closing Date
and  (iii) with respect to any Tax described in clause (iii) of
the definition of "Tax," the survival period of the obligation
under the application contract or arrangement.

     Tax Sharing Agreements.  "Tax Sharing Agreements" means all
existing Tax sharing agreements or arrangements (whether or not
written) binding the Company and any agreements or arrangements
which afford any other Person the benefit of any Tax Asset of the
Company, afford the Company the benefit of any Tax Asset of any
other Person or require or permit the transfer or assignment of
income, revenues, receipts, or gains.

     Total Current Assets.  "Total Current Assets" means total
current assets in accordance with GAAP. Total Current Assets
shall not reflect the Shareholders' Notes.

     Total Current Liabilities.  "Total Current Liabilities"
means total current liabilities in accordance with GAAP.

     Trading Day. "Trading Day" means a day on which either the
national securities exchange or Nasdaq which then constitutes the
principal securities market for the Parent Common Stock is open
for general trading.

     Unaudited Interim Balance Sheet.  "Unaudited Interim Balance
Sheet" shall have the meaning set forth in Section 2.4(a) of the
Agreement.

     Unpaid Balance.  "Unpaid Balance" shall have the meaning set
forth in Section 1.8(a) of the Agreement.

     Workpapers.  "Workpapers" shall have the meaning set forth
in Section 1.7 of the Agreement.

                                                     Exhibit 5

                        AlliedSignal Inc.
                         Law Department
                          P.O. Box 2245
                    Morristown, NJ 07962-2245

                                              December 14, 1998

AlliedSignal Inc.
101 Columbia Road
Morristown, NJ 07962

Ladies and Gentlemen:

     As Senior Counsel, Corporate and Finance, of AlliedSignal
Inc., a Delaware corporation (the "Company"), I have examined the
Certificate of Incorporation and Bylaws of the Company as well as
such other documents and proceedings as I have considered
necessary for the purposes of this opinion. I have also examined
and am familiar with the Company's Registration Statement on Form
S-3 (the "Registration Statement") as filed with the Securities
and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), relating to 283,423 shares of the Company's
Common Stock, par value $1.00 per share (the "Common Shares"),
which may be offered or sold by the selling stockholders referred
to in the Registration Statement.

     Based upon the foregoing, and having regard to legal
considerations which I deem relevant, I am of the opinion that
the Common Shares are legally issued, fully paid and non-
assessable.

      I hereby consent to the inclusion of this opinion letter as
an exhibit to the Registration Statement and the reference to me
under the caption "Legal Matters".  In giving such consent, I do
not thereby admit that I am in the category of persons whose
consent is required under Section 7 of the Act.

                                   Very truly yours,

                                   /s/ J. Edward Smith
                                   J. Edward Smith
                                   Senior Counsel
                                   Corporate and Finance

                                                  Exhibit 15

December 14, 1998

Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549

Dear Ladies and Gentlemen:

We are aware that AlliedSignal Inc. has incorporated by reference
our reports dated April 22, 1998, August 7, 1998 and November 4, 1998
(issued pursuant to the provisions of Statement on Auditing
Standards No. 71) in the Prospectus constituting part of its
Registration Statement on Form S-3 to be filed on or about
December 14, 1998. We are also aware of our responsibilities
under the Securities Act of 1933.

Yours very truly,

/s/ PricewaterhouseCoopers LLP

                                                  Ehibit 23.1

               CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on
Form S-3 of our report dated January 28, 1998, which appears in
the 1997 Annual Report to Shareowners of AlliedSignal Inc. (the
"Company"), which is incorporated by reference in the Company's
Annual Report on Form 10-K for the year ended December 31, 1997.
We also consent to the reference to us under the heading
"Experts" in such Prospectus.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Florham Park, New Jersey
December 14, 1998

                        POWER OF ATTORNEY
                                
     I, Lawrence A. Bossidy, Chairman and Chief Executive Officer
and a director of AlliedSignal Inc., a Delaware corporation (the
"Company"), hereby appoint Peter M. Kreindler, Richard F. Wallman
and Robert F. Friel, each with power to act without the other and
with power of substitution and resubstitution, as my attorney-in-
fact to sign on my behalf in my capacity as an officer or
director of the Company one or more registration statements under
the Securities Act of 1933, or any amendment or post-effective
amendment to any registration statement heretofore or hereafter
filed by the Company on Form S-3 or other appropriate form for
the registration of:

          (i)  debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 25,000,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $1 billion (or
the equivalent thereof in any foreign currency), including any
accompanying warrants and any guarantees by the Company of such
debt securities of its subsidiaries, joint ventures or
affiliates;

          (ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;

          (iii)     debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $815,740,000;

          (iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof;

          (v)  shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions (a) which have
been specifically authorized by the Board of Directors, and any
warrants to purchase such shares, or (b) not requiring specific
authorization by the Board of Directors (not to exceed in any one
transaction the lesser of (1) two percent of the Common Stock of
the Company issued and outstanding at the end of the preceding
fiscal year, as adjusted for stock splits and stock dividends, or
(2) shares having a market value of $200,000,000), and any
warrants to purchase such shares;

          (vi)  debt securities of the Company with aggregate
proceeds not to exceed $5 billion (or the equivalent thereof in
any foreign currency) for the purpose of acquiring the common
stock of AMP Incorporated, including any accompanying warrants
and any guarantees by the Company of such debt securities of its
subsidiaries, joint ventures or affiliates; and

          (vii)  shares of Common Stock of the Company in amounts
not to exceed 65 million shares and/or shares of preferred stock
of the Company or trust preferred securities of trusts or other
entities the common equity interest of which are owned by the
Company in amounts not to exceed $2.5 billion in proceeds for the
purpose of acquiring the common stock of AMP Incorporated,
including any accompanying warrants and options and any
guarantees by the Company relating to trust preferred securities;
provided that the total issuances of Common Stock of the Company,
preferred stock of the Company and trust preferred securities
shall not exceed $2.5 billion in the aggregate.

     I hereby grant to each such attorney full power and
authority to perform every act necessary to be done as fully as I
might do in person.

     I hereby revoke any or all prior appointments of attorneys-
in-fact to the extent that they confer authority to sign the
above-described documents.

                                   /s/ Lawrence A Bossidy
                                   Lawrence A. Bossidy
Dated:  October 30, 1998

                        POWER OF ATTORNEY

     I, Hans W. Becherer, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman and  Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company on Form S-
3 or other appropriate form for the registration of:

          (i)  debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 25,000,000 as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $1 billion (or
the equivalent thereof in any foreign currency), including any
accompanying warrants and any guarantees by the Company of such
debt securities of its subsidiaries, joint ventures or
affiliates;

          (ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;

          (iii)     debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $815,740,000;

          (iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof;

          (v)  shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions (a) which have
been specifically authorized by the Board of Directors, and any
warrants to purchase such shares, or (b) not requiring specific
authorization by the Board of Directors (not to exceed in any one
transaction the lesser of (1) two percent of the Common Stock of
the Company issued and outstanding at the end of the preceding
fiscal year, as adjusted for stock splits and stock dividends, or
(2) shares having a market value of $200,000,000), and any
warrants to purchase such shares;

          (vi)      debt securities of the Company with aggregate
proceeds not to exceed $5 billion (or the equivalent thereof in
any foreign currency) for the purpose of acquiring the common
stock of AMP Incorporated, including any accompanying warrants
and any guarantees by the Company of such debt securities of its
subsidiaries, joint ventures or affiliates; and

          (vii)  shares of Common Stock of the Company in amounts
not to exceed 65 million shares and/or shares of preferred stock
of the Company or trust preferred securities of trusts or other
entities the common equity interest of which are owned by the
Company in amounts not to exceed $2.5 billion in proceeds for the
purpose of acquiring the common stock of AMP Incorporated,
including any accompanying warrants and options and any
guarantees by the Company relating to trust preferred securities;
provided that the total issuances of Common Stock of the Company,
preferred stock of the Company and trust preferred securities
shall not exceed $2.5 billion in the aggregate.

     I hereby grant to each such attorney full power and
authority to perform every act necessary to be done as fully as I
might do in person.

     I hereby revoke any or all prior appointments of attorneys-
in-fact to the extent that they
confer authority to sign the above-described documents.

                                   /s/ Hans W. Becherer
                                   Hans W Becherer
Dated:  October 30, 1998

                              
                        POWER OF ATTORNEY

     I, Ann M. Fudge, a director of AlliedSignal Inc., a Delaware
corporation (the "Company"), hereby appoint Lawrence A. Bossidy,
Peter M. Kreindler, Richard F. Wallman and Robert F. Friel, each
with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company on Form S-
3 or other appropriate form for the registration of:

          (i)  debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 25,000,000 as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $1 billion (or
the equivalent thereof in any foreign currency), including any
accompanying warrants and any guarantees by the Company of such
debt securities of its subsidiaries, joint ventures or
affiliates;

          (ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;

          (iii)     debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $815,740,000;

          (iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof;

          (v)  shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions (a) which have
been specifically authorized by the Board of Directors, and any
warrants to purchase such shares, or (b) not requiring specific
authorization by the Board of Directors (not to exceed in any one
transaction the lesser of (1) two percent of the Common Stock of
the Company issued and outstanding at the end of the preceding
fiscal year, as adjusted for stock splits and stock dividends, or
(2) shares having a market value of $200,000,000), and any
warrants to purchase such shares;

          (vi)      debt securities of the Company with aggregate
proceeds not to exceed $5 billion (or the equivalent thereof in
any foreign currency) for the purpose of acquiring the common
stock of AMP Incorporated, including any accompanying warrants
and any guarantees by the Company of such debt securities of its
subsidiaries, joint ventures or affiliates; and

          (vii)  shares of Common Stock of the Company in amounts
not to exceed 65 million shares and/or shares of preferred stock
of the Company or trust preferred securities of trusts or other
entities the common equity interest of which are owned by the
Company in amounts not to exceed $2.5 billion in proceeds for the
purpose of acquiring the common stock of AMP Incorporated,
including any accompanying warrants and options and any
guarantees by the Company relating to trust preferred securities;
provided that the total issuances of Common Stock of the Company,
preferred stock of the Company and trust preferred securities
shall not exceed $2.5 billion in the aggregate.

     I hereby grant to each such attorney full power and
authority to perform every act necessary to be done as fully as I
might do in person.

     I hereby revoke any or all prior appointments of attorneys-
in-fact to the extent that they confer authority to sign the
above-described documents.

                                   /s/ Ann M. Fudge
                                   Ann M. Fudge
Dated:  October 30, 1998

                        POWER OF ATTORNEY

     I, Paul X. Kelley, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company on Form S-
3 or other appropriate form for the registration of:

          (i)  debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 25,000,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $1 billion (or
the equivalent thereof in any foreign currency), including any
accompanying warrants and any guarantees by the Company of such
debt securities of its subsidiaries, joint ventures or
affiliates;

          (ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;

          (iii)     debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $815,740,000;

          (iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof;

          (v)  shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions (a) which have
been specifically authorized by the Board of Directors, and any
warrants to purchase such shares, or (b) not requiring specific
authorization by the Board of Directors (not to exceed in any one
transaction the lesser of (1) two percent of the Common Stock of
the Company issued and outstanding at the end of the preceding
fiscal year, as adjusted for stock splits and stock dividends, or
(2) shares having a market value of $200,000,000), and any
warrants to purchase such shares;

          (vi)      debt securities of the Company with aggregate
proceeds not to exceed $5 billion (or the equivalent thereof in
any foreign currency) for the purpose of acquiring the common
stock of AMP Incorporated, including any accompanying warrants
and any guarantees by the Company of such debt securities of its
subsidiaries, joint ventures or affiliates; and

          (vii)  shares of Common Stock of the Company in amounts
not to exceed 65 million shares and/or shares of preferred stock
of the Company or trust preferred securities of trusts or other
entities the common equity interest of which are owned by the
Company in amounts not to exceed $2.5 billion in proceeds for the
purpose of acquiring the common stock of AMP Incorporated,
including any accompanying warrants and options and any
guarantees by the Company relating to trust preferred securities;
provided that the total issuances of Common Stock of the Company,
preferred stock of the Company and trust preferred securities
shall not exceed $2.5 billion in the aggregate.

     I hereby grant to each such attorney full power and
authority to perform every act necessary to be done as fully as I
might do in person.

     I hereby revoke any or all prior appointments of attorneys-
in-fact to the extent that they confer authority to sign the
above-described documents.

                                   /s/ Paul X. Kelley
                                   Paul X. Kelley
Dated:  October 30, 1998

                        POWER OF ATTORNEY

     I, Robert P. Luciano, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company on Form S-
3 or other appropriate form for the registration of:

          (i)  debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 25,000,000 as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $1 billion (or
the equivalent thereof in any foreign currency), including any
accompanying warrants and any guarantees by the Company of such
debt securities of its subsidiaries, joint ventures or
affiliates;

          (ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;

          (iii)     debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $815,740,000;

          (iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof;

          (v)  shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions (a) which have
been specifically authorized by the Board of Directors, and any
warrants to purchase such shares, or (b) not requiring specific
authorization by the Board of Directors (not to exceed in any one
transaction the lesser of (1) two percent of the Common Stock of
the Company issued and outstanding at the end of the preceding
fiscal year, as adjusted for stock splits and stock dividends, or
(2) shares having a market value of $200,000,000), and any
warrants to purchase such shares;

          (vi)      debt securities of the Company with aggregate
proceeds not to exceed $5 billion (or the equivalent thereof in
any foreign currency) for the purpose of acquiring the common
stock of AMP Incorporated, including any accompanying warrants
and any guarantees by the Company of such debt securities of its
subsidiaries, joint ventures or affiliates; and

     (vii)  shares of Common Stock of the Company in amounts not
to exceed 65 million shares and/or shares of preferred stock of
the Company or trust preferred securities of trusts or other
entities the common equity interest of which are owned by the
Company in amounts not to exceed $2.5 billion in proceeds for the
purpose of acquiring the common stock of AMP Incorporated,
including any accompanying warrants and options and any
guarantees by the Company relating to trust preferred securities;
provided that the total issuances of Common Stock of the Company,
preferred stock of the Company and trust preferred securities
shall not exceed $2.5 billion in the aggregate.

     I hereby grant to each such attorney full power and
authority to perform every act necessary to be done as fully as I
might do in person.

     I hereby revoke any or all prior appointments of attorneys-
in-fact to the extent that they confer authority to sign the
above-described documents.

                                   /s/ Robert P. Luciano
                                   Robert P. Luciano
Dated:  October 30, 1998

                        POWER OF ATTORNEY
                                
     I, Robert B. Palmer, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company on Form S-
3 or other appropriate form for the registration of:

          (i)  debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 25,000,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $1 billion (or
the equivalent thereof in any foreign currency), including any
accompanying warrants and any guarantees by the Company of such
debt securities of its subsidiaries, joint ventures or
affiliates;

          (ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;

          (iii)     debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $815,740,000;

          (iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof;

          (v)  shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions (a) which have
been specifically authorized by the Board of Directors, and any
warrants to purchase such shares, or (b) not requiring specific
authorization by the Board of Directors (not to exceed in any one
transaction the lesser of (1) two percent of the Common Stock of
the Company issued and outstanding at the end of the preceding
fiscal year, as adjusted for stock splits and stock dividends, or
(2) shares having a market value of $200,000,000), and any
warrants to purchase such shares;

          (vi)      debt securities of the Company with aggregate
proceeds not to exceed $5 billion (or the equivalent thereof in
any foreign currency) for the purpose of acquiring the common
stock of AMP Incorporated, including any accompanying warrants
and any guarantees by the Company of such debt securities of its
subsidiaries, joint ventures or affiliates; and

          (vii)  shares of Common Stock of the Company in amounts
not to exceed 65 million shares and/or shares of preferred stock
of the Company or trust preferred securities of trusts or other
entities the common equity interest of which are owned by the
Company in amounts not to exceed $2.5 billion in proceeds for the
purpose of acquiring the common stock of AMP Incorporated,
including any accompanying warrants and options and any
guarantees by the Company relating to trust preferred securities;
provided that the total issuances of Common Stock of the Company,
preferred stock of the Company and trust preferred securities
shall not exceed $2.5 billion in the aggregate.

     I hereby grant to each such attorney full power and
authority to perform every act necessary to be done as fully as I
might do in person.

     I hereby revoke any or all prior appointments of attorneys-
in-fact to the extent that they confer authority to sign the
above-described documents.

                                   /s/ Robert B. Palmer
                                   Robert B. Palmer
Dated:  October 30, 1998

                                
                        POWER OF ATTORNEY

     I, Russell E. Palmer, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company on Form S-
3 or other appropriate form for the registration of:

          (i)  debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 25,000,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $1 billion (or
the equivalent thereof in any foreign currency), including any
accompanying warrants and any guarantees by the Company of such
debt securities of its subsidiaries, joint ventures or
affiliates;

          (ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;

          (iii)     debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $815,740,000;

          (iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof;

          (v)  shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions (a) which have
been specifically authorized by the Board of Directors, and any
warrants to purchase such shares, or (b) not requiring specific
authorization by the Board of Directors (not to exceed in any one
transaction the lesser of (1) two percent of the Common Stock of
the Company issued and outstanding at the end of the preceding
fiscal year, as adjusted for stock splits and stock dividends, or
(2) shares having a market value of $200,000,000), and any
warrants to purchase such shares;

          (vi)      debt securities of the Company with aggregate
proceeds not to exceed $5 billion (or the equivalent thereof in
any foreign currency) for the purpose of acquiring the common
stock of AMP Incorporated, including any accompanying warrants
and any guarantees by the Company of such debt securities of its
subsidiaries, joint ventures or affiliates; and

          (vii)  shares of Common Stock of the Company in amounts
not to exceed 65 million shares and/or shares of preferred stock
of the Company or trust preferred securities of trusts or other
entities the common equity interest of which are owned by the
Company in amounts not to exceed $2.5 billion in proceeds for the
purpose of acquiring the common stock of AMP Incorporated,
including any accompanying warrants and options and any
guarantees by the Company relating to trust preferred securities;
provided that the total issuances of Common Stock of the Company,
preferred stock of the Company and trust preferred securities
shall not exceed $2.5 billion in the aggregate.

     I hereby grant to each such attorney full power and
authority to perform every act necessary to be done as fully as I
might do in person.

     I hereby revoke any or all prior appointments of attorneys-
in-fact to the extent that they confer authority to sign the
above-described documents.

                                   /s/ Russell E. Palmer
                                   Russell E. Palmer
Dated:  October 30, 1998

                        POWER OF ATTORNEY

     I, Frederic M. Poses, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company on Form S-
3 or other appropriate form for the registration of:

          (i)  debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 25,000,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $1 billion (or
the equivalent thereof in any foreign currency), including any
accompanying warrants and any guarantees by the Company of such
debt securities of its subsidiaries, joint ventures or
affiliates;

          (ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;

          (iii)     debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $815,740,000;

          (iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof;

          (v)  shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions (a) which have
been specifically authorized by the Board of Directors, and any
warrants to purchase such shares, or (b) not requiring specific
authorization by the Board of Directors (not to exceed in any one
transaction the lesser of (1) two percent of the Common Stock of
the Company issued and outstanding at the end of the preceding
fiscal year, as adjusted for stock splits and stock dividends, or
(2) shares having a market value of $200,000,000), and any
warrants to purchase such shares;

          (vi)      debt securities of the Company with aggregate
proceeds not to exceed $5 billion (or the equivalent thereof in
any foreign currency) for the purpose of acquiring the common
stock of AMP Incorporated, including any accompanying warrants
and any guarantees by the Company of such debt securities of its
subsidiaries, joint ventures or affiliates; and

          (vii)  shares of Common Stock of the Company in amounts
not to exceed 65 million shares and/or shares of preferred stock
of the Company or trust preferred securities of trusts or other
entities the common equity interest of which are owned by the
Company in amounts not to exceed $2.5 billion in proceeds for the
purpose of acquiring the common stock of AMP Incorporated,
including any accompanying warrants and options and any
guarantees by the Company relating to trust preferred securities;
provided that the total issuances of Common Stock of the Company,
preferred stock of the Company and trust preferred securities
shall not exceed $2.5 billion in the aggregate.

     I hereby grant to each such attorney full power and
authority to perform every act necessary to be done as fully as I
might do in person.

     I hereby revoke any or all prior appointments of attorneys-
in-fact to the extent that they confer authority to sign the
above-described documents.

                                   /s/ Frederic M. Poses
                                   Frederic M. Poses
Dated:  October 30, 1998

                        POWER OF ATTORNEY

     I, Ivan G. Seidenberg, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company on Form S-
3 or other appropriate form for the registration of:

          (i)  debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 25,000,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $1 billion (or
the equivalent thereof in any foreign currency), including any
accompanying warrants and any guarantees by the Company of such
debt securities of its subsidiaries, joint ventures or
affiliates;

          (ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;

          (iii)     debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $815,740,000;

          (iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof;

          (v)  shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions (a) which have
been specifically authorized by the Board of Directors, and any
warrants to purchase such shares, or (b) not requiring specific
authorization by the Board of Directors (not to exceed in any one
transaction the lesser of (1) two percent of the Common Stock of
the Company issued and outstanding at the end of the preceding
fiscal year, as adjusted for stock splits and stock dividends, or
(2) shares having a market value of $200,000,000), and any
warrants to purchase such shares;

          (vi)      debt securities of the Company with aggregate
proceeds not to exceed $5 billion (or the equivalent thereof in
any foreign currency) for the purpose of acquiring the common
stock of AMP Incorporated, including any accompanying warrants
and any guarantees by the Company of such debt securities of its
subsidiaries, joint ventures or affiliates; and

          (vii)  shares of Common Stock of the Company in amounts
not to exceed 65 million shares and/or shares of preferred stock
of the Company or trust preferred securities of trusts or other
entities the common equity interest of which are owned by the
Company in amounts not to exceed $2.5 billion in proceeds for the
purpose of acquiring the common stock of AMP Incorporated,
including any accompanying warrants and options and any
guarantees by the Company relating to trust preferred securities;
provided that the total issuances of Common Stock of the Company,
preferred stock of the Company and trust preferred securities
shall not exceed $2.5 billion in the aggregate.

     I hereby grant to each such attorney full power and
authority to perform every act necessary to be done as fully as I
might do in person.

     I hereby revoke any or all prior appointments of attorneys-
in-fact to the extent that they confer authority to sign the
above-described documents.

                                   /s/ Ivan G. Seidenberg
                                   Ivan G. Seidenberg
Dated:  October 30, 1998

                        POWER OF ATTORNEY

     I, Andrew C. Sigler, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company on Form S-
3 or other appropriate form for the registration of:

          (i)  debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 25,000,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $1 billion (or
the equivalent thereof in any foreign currency), including any
accompanying warrants and any guarantees by the Company of such
debt securities of its subsidiaries, joint ventures or
affiliates;

          (ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;

          (iii)     debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $815,740,000;

          (iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof;

          (v)  shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions (a) which have
been specifically authorized by the Board of Directors, and any
warrants to purchase such shares, or (b) not requiring specific
authorization by the Board of Directors (not to exceed in any one
transaction the lesser of (1) two percent of the Common Stock of
the Company issued and outstanding at the end of the preceding
fiscal year, as adjusted for stock splits and stock dividends, or
(2) shares having a market value of $200,000,000), and any
warrants to purchase such shares;

          (vi)      debt securities of the Company with aggregate
proceeds not to exceed $5 billion (or the equivalent thereof in
any foreign currency) for the purpose of acquiring the common
stock of AMP Incorporated, including any accompanying warrants
and any guarantees by the Company of such debt securities of its
subsidiaries, joint ventures or affiliates; and

     (vii)  shares of Common Stock of the Company in amounts not
to exceed 65 million shares and/or shares of preferred stock of
the Company or trust preferred securities of trusts or other
entities the common equity interest of which are owned by the
Company in amounts not to exceed $2.5 billion in proceeds for the
purpose of acquiring the common stock of AMP Incorporated,
including any accompanying warrants and options and any
guarantees by the Company relating to trust preferred securities;
provided that the total issuances of Common Stock of the Company,
preferred stock of the Company and trust preferred securities
shall not exceed $2.5 billion in the aggregate.

     I hereby grant to each such attorney full power and
authority to perform every act necessary to be done as fully as I
might do in person.

     I hereby revoke any or all prior appointments of attorneys-
in-fact to the extent that they confer authority to sign the
above-described documents.

                                   /s/ Andrew C. Sigler
                                   Andrew C. Sigler
Dated:  October 30, 1998

                                
                        POWER OF ATTORNEY

     I, John R. Stafford, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company on Form S-
3 or other appropriate form for the registration of:

          (i)  debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 25,000,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $1 billion (or
the equivalent thereof in any foreign currency), including any
accompanying warrants and any guarantees by the Company of such
debt securities of its subsidiaries, joint ventures or
affiliates;

          (ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;

          (iii)     debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $815,740,000;

          (iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof;

          (v)  shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions (a) which have
been specifically authorized by the Board of Directors, and any
warrants to purchase such shares, or (b) not requiring specific
authorization by the Board of Directors (not to exceed in any one
transaction the lesser of (1) two percent of the Common Stock of
the Company issued and outstanding at the end of the preceding
fiscal year, as adjusted for stock splits and stock dividends, or
(2) shares having a market value of $200,000,000), and any
warrants to purchase such shares;

          (vi)      debt securities of the Company with aggregate
proceeds not to exceed $5 billion (or the equivalent thereof in
any foreign currency) for the purpose of acquiring the common
stock of AMP Incorporated, including any accompanying warrants
and any guarantees by the Company of such debt securities of its
subsidiaries, joint ventures or affiliates; and

          (vii)  shares of Common Stock of the Company in amounts
not to exceed 65 million shares and/or shares of preferred stock
of the Company or trust preferred securities of trusts or other
entities the common equity interest of which are owned by the
Company in amounts not to exceed $2.5 billion in proceeds for the
purpose of acquiring the common stock of AMP Incorporated,
including any accompanying warrants and options and any
guarantees by the Company relating to trust preferred securities;
provided that the total issuances of Common Stock of the Company,
preferred stock of the Company and trust preferred securities
shall not exceed $2.5 billion in the aggregate.

     I hereby grant to each such attorney full power and
authority to perform every act necessary to be done as fully as I
might do in person.

     I hereby revoke any or all prior appointments of attorneys-
in-fact to the extent that they confer authority to sign the
above-described documents.

                                   /s/ John R. Stafford
                                   John R. Stafford
Dated:  October 30, 1998

                        POWER OF ATTORNEY

     I, Thomas P. Stafford, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company on Form S-
3 or other appropriate form for the registration of:

          (i)  debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 25,000,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $1 billion (or
the equivalent thereof in any foreign currency), including any
accompanying warrants and any guarantees by the Company of such
debt securities of its subsidiaries, joint ventures or
affiliates;

          (ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;

          (iii)     debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $815,740,000;

          (iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof;

          (v)  shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions (a) which have
been specifically authorized by the Board of Directors, and any
warrants to purchase such shares, or (b) not requiring specific
authorization by the Board of Directors (not to exceed in any one
transaction the lesser of (1) two percent of the Common Stock of
the Company issued and outstanding at the end of the preceding
fiscal year, as adjusted for stock splits and stock dividends, or
(2) shares having a market value of $200,000,000), and any
warrants to purchase such shares;

          (vi)      debt securities of the Company with aggregate
proceeds not to exceed $5 billion (or the equivalent thereof in
any foreign currency) for the purpose of acquiring the common
stock of AMP Incorporated, including any accompanying warrants
and any guarantees by the Company of such debt securities of its
subsidiaries, joint ventures or affiliates; and

          (vii)  shares of Common Stock of the Company in amounts
not to exceed 65 million shares and/or shares of preferred stock
of the Company or trust preferred securities of trusts or other
entities the common equity interest of which are owned by the
Company in amounts not to exceed $2.5 billion in proceeds for the
purpose of acquiring the common stock of AMP Incorporated,
including any accompanying warrants and options and any
guarantees by the Company relating to trust preferred securities;
provided that the total issuances of Common Stock of the Company,
preferred stock of the Company and trust preferred securities
shall not exceed $2.5 billion in the aggregate.

     I hereby grant to each such attorney full power and
authority to perform every act necessary to be done as fully as I
might do in person.

     I hereby revoke any or all prior appointments of attorneys-
in-fact to the extent that they confer authority to sign the
above-described documents.

                                   /s/ Thomas P. Stafford
                                   Thomas P. Stafford

Dated:  October 30, 1998

                        POWER OF ATTORNEY

     I, Robert C. Winters, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company on Form S-
3 or other appropriate form for the registration of:

          (i)  debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 25,000,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $1 billion (or
the equivalent thereof in any foreign currency), including any
accompanying warrants and any guarantees by the Company of such
debt securities of its subsidiaries, joint ventures or
affiliates;

          (ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;

          (iii)     debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $815,740,000;

          (iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof;

          (v)  shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions (a) which have
been specifically authorized by the Board of Directors, and any
warrants to purchase such shares, or (b) not requiring specific
authorization by the Board of Directors (not to exceed in any one
transaction the lesser of (1) two percent of the Common Stock of
the Company issued and outstanding at the end of the preceding
fiscal year, as adjusted for stock splits and stock dividends, or
(2) shares having a market value of $200,000,000), and any
warrants to purchase such shares;

          (vi)      debt securities of the Company with aggregate
proceeds not to exceed $5 billion (or the equivalent thereof in
any foreign currency) for the purpose of acquiring the common
stock of AMP Incorporated, including any accompanying warrants
and any guarantees by the Company of such debt securities of its
subsidiaries, joint ventures or affiliates; and

          (vii)  shares of Common Stock of the Company in amounts
not to exceed 65 million shares and/or shares of preferred stock
of the Company or trust preferred securities of trusts or other
entities the common equity interest of which are owned by the
Company in amounts not to exceed $2.5 billion in proceeds for the
purpose of acquiring the common stock of AMP Incorporated,
including any accompanying warrants and options and any
guarantees by the Company relating to trust preferred securities;
provided that the total issuances of Common Stock of the Company,
preferred stock of the Company and trust preferred securities
shall not exceed $2.5 billion in the aggregate.

     I hereby grant to each such attorney full power and
authority to perform every act necessary to be done as fully as I
might do in person.

     I hereby revoke any or all prior appointments of attorneys-
in-fact to the extent that they confer authority to sign the
above-described documents.

                                   /s/ Robert C. Winters
                                   Robert C. Winters
Dated:  October 30, 1998

                        POWER OF ATTORNEY

     I, Henry T, Yang, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company on Form S-
3 or other appropriate form for the registration of:

          (i)  debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 25,000,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $1 billion (or
the equivalent thereof in any foreign currency), including any
accompanying warrants and any guarantees by the Company of such
debt securities of its subsidiaries, joint ventures or
affiliates;

          (ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;

          (iii)     debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $815,740,000;

          (iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof;

          (v)  shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions (a) which have
been specifically authorized by the Board of Directors, and any
warrants to purchase such shares, or (b) not requiring specific
authorization by the Board of Directors (not to exceed in any one
transaction the lesser of (1) two percent of the Common Stock of
the Company issued and outstanding at the end of the preceding
fiscal year, as adjusted for stock splits and stock dividends, or
(2) shares having a market value of $200,000,000), and any
warrants to purchase such shares;

          (vi)      debt securities of the Company with aggregate
proceeds not to exceed $5 billion (or the equivalent thereof in
any foreign currency) for the purpose of acquiring the common
stock of AMP Incorporated, including any accompanying warrants
and any guarantees by the Company of such debt securities of its
subsidiaries, joint ventures or affiliates; and

          (vii)  shares of Common Stock of the Company in amounts
not to exceed 65 million shares and/or shares of preferred stock
of the Company or trust preferred securities of trusts or other
entities the common equity interest of which are owned by the
Company in amounts not to exceed $2.5 billion in proceeds for the
purpose of acquiring the common stock of AMP Incorporated,
including any accompanying warrants and options and any
guarantees by the Company relating to trust preferred securities;
provided that the total issuances of Common Stock of the Company,
preferred stock of the Company and trust preferred securities
shall not exceed $2.5 billion in the aggregate.

     I hereby grant to each such attorney full power and
authority to perform every act necessary to be done as fully as I
might do in person.

     I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.

                                   /s/ Henry T. Yang
                                   Henry T. Yang
Dated:  October 30, 1998