EXECUTION COPY AGREEMENT AND PLAN OF MERGER AMONG TRANSDIGM INC., PROJECT COFFEE ACQUISITION CO. AND AVIATION TECHNOLOGIES, INC. DATED AS OF JANUARY 9, 2007

Exhibit 2.1

EXECUTION COPY

AGREEMENT AND PLAN OF MERGER

AMONG

TRANSDIGM INC.,

PROJECT COFFEE ACQUISITION CO.

AND

AVIATION TECHNOLOGIES, INC.

DATED AS OF JANUARY 9, 2007

TABLE OF CONTENTS

TABLE OF CONTENTS

(continued)

TABLE OF CONTENTS

(continued)

INDEX OF DEFINED TERMS

INDEX OF DEFINED TERMS

AGREEMENT AND PLAN OF MERGER, dated as of January 9, 2007, among TransDigm Inc., a Delaware corporation (" Buyer "), Project Coffee Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Buyer (" Merger Sub "), and Aviation Technologies, Inc., a Delaware corporation (the " Company ").

WHEREAS, the respective Boards of Directors of Buyer and Merger Sub (together with the Board of Directors of TransDigm Group Incorporated, the parent company of Buyer (" Parent "), and a special committee of the Board of Directors of Parent formed for the purpose of, among other matters, evaluating and making a recommendation to the full Board of Directors of Parent (the " Special Committee ")) have approved this Agreement, the merger of Merger Sub with and into the Company (the " Merger ") and the related transactions contemplated hereby, upon the terms and subject to the conditions set forth herein.

WHEREAS, the Board of Directors of the Company has approved this Agreement, the Merger and the related transactions contemplated hereby, upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties and agreements contained herein, the parties hereto agree as follows:

1. Merger .

1.1 The Merger . On the terms and subject to the conditions hereof, at the Effective Time, Merger Sub shall be merged with and into the Company and the separate existence of Merger Sub shall thereupon cease, and the Company shall continue as the surviving corporation in the Merger (the " Surviving Corporation ") under the laws of the State of Delaware.

1.2 Closing . Unless this Agreement shall have been terminated pursuant to Section 8.1 , and subject to the satisfaction or written waiver of the conditions set forth in Section 7 , the closing of the Merger will take place as promptly as practicable (and in any event within two Business Days) after the satisfaction or written waiver of the conditions set forth in Section 7 (other than those conditions which, by their nature, are to be satisfied on the Closing Date and other than the condition contained in Section 7.4.8 ), at the New York offices of Latham & Watkins LLP, unless another date, time or place is agreed to in writing by the parties hereto (the " Closing Date "). For purposes of this Agreement, the term " Business Day " shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in New York City or Cleveland, Ohio are authorized or required by law, regulation or executive order to remain closed. Each party shall take, or cause its subsidiaries to take, all commercially reasonable actions necessary or advisable to effect the consummation of the transactions contemplated hereby.

1.3 Effective Time of the Merger . The Merger shall become effective upon the filing of a Certificate of Merger (the " Certificate of Merger ") with the Secretary of State of Delaware in accordance with the provisions of the Delaware General Corporation Law (the " DGCL "), or at such other time as Buyer, Merger Sub and the Company shall agree should be specified in the Certificate of Merger. The parties shall cause the Certificate of Merger to be filed as soon as practicable on the Closing Date. When used in this Agreement, the term " Effective Time " shall mean the time at which the Certificate of Merger is accepted for filing by the Secretary of State of Delaware or such time as otherwise specified in the Certificate of Merger.

1.4 Effect of Merger . The Merger shall, from and after the Effective Time, have all the effects provided herein, in the Certificate of Merger and in the applicable provisions of the DGCL.

1.5 Further Actions . The parties hereto shall execute and deliver such certificates and other documents and take such other actions as may be necessary or appropriate in order to effect the Merger, including, but not limited to, making filings, recordings or publications required under the DGCL. If at any time after the Effective Time any further action is necessary to vest, perfect or confirm of record or otherwise in the Surviving Corporation the right and/or title to all property, assets or rights of Merger Sub or the Company, the authorized officers and directors of the Surviving Corporation are fully authorized in the name of Merger Sub or the Company, as the case may be, to take, and shall take, any and all such lawful action.

2. The Surviving Corporation .

2.1 Certificate of Incorporation . The Certificate of Incorporation of the Surviving Corporation shall be amended and restated such that it is restated to the Certificate of Incorporation of Merger Sub immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by applicable law (subject to Section 6.7 ; provided , however , that Article I of the certificate of incorporation of the Surviving Corporation shall be amended in its entirety to read as follows: "The name of the corporation is Aviation Technologies, Inc."

2.2 Bylaws . The Bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation, until thereafter changed or amended as provided therein or by applicable law (subject to Section 6.7 .

2.3 Directors . The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified, in any case in the manner provided in the Certificate of Incorporation and Bylaws of the Surviving Corporation and in accordance with applicable law.

2.4 Officers . The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified, in any case in the manner provided in the Certificate of Incorporation and Bylaws of the Surviving Corporation and in accordance with applicable law.

3. Conversion of Shares .

3.1 Merger Consideration . At the Effective Time, by virtue of the Merger and without any further action on the part of the Company, Buyer, Merger Sub or any stockholder of the Company or Buyer:

(a) All shares of Common Stock, $0.01 par value, of the Company (" Common Stock ") that are held by the Company in the Company’s treasury or otherwise shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.

(b) Each share of Common Stock issued and outstanding immediately prior to the Effective Time, other than those to which Section 3.1(a) applies and other than any shares held by stockholders referred to in Section 3.1(d) , shall be converted into and represent the right to receive an amount in cash (such amount in cash being referred to herein as the " Per Share Merger Consideration ") equal to the quotient of (i) the Equity Value minus the Transaction Costs divided by (ii) the total number of Fully-Diluted Shares. All shares that have been converted into the right to receive the Per Share Merger Consideration as provided in this Section 3.1(b) shall be automatically canceled and shall cease to exist, and the holders of certificates, which immediately prior to the Effective Time represented such shares, shall cease to have any rights with respect to such shares other than the right to receive the Per Share Merger Consideration.

The following terms used in the definition of Per Share Merger Consideration have the following meanings:

" Equity Value " means $408,127,214, subject to any reduction pursuant to Section 7.4.8 .

" Fully-Diluted Shares " means the aggregate number of shares of Common Stock issued and outstanding immediately prior to the Effective Time, assuming the exercise of all of the in-the-money Options and the issuance of all of the shares of Common Stock issuable in respect thereof.

" Indebtedness " means the sum, without duplication, of (i) (A) all principal and accrued (but unpaid) interest of the Company and its Subsidiaries for borrowed money, and (B) capital lease obligations required

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to be disclosed on the face of a balance sheet prepared in accordance with GAAP (plus, in the case of (A) and (B), all prepayment or other penalties, make-whole amounts or success fees related thereto and any other fees or charges associated therewith, in each case, to be incurred in connection with the repayment thereof), and (ii) all amounts due to any employee of or consultant to the Company or any Subsidiary in respect of employment agreements (for the avoidance of doubt, other than compensation or for services rendered or to be rendered), stay bonuses, severance payments, or change of control or other similar payments in each case arising from the consummation of the transactions contemplated hereby which are payable or accrue on or prior to the Effective Time, but not including any similar amounts which accrue following the Effective Time, and any severance payments with respect to the termination of those individuals set forth on Schedule 3.1(b) and (iii) any Management Fees accrued (but unpaid) through the Effective Time.

" Management Fees " means any management, consulting or advisory fees or other amounts payable (other than the reimbursement of reasonable out-of-pocket expenses incurred in connection with any actions taken on behalf of the Company or its businesses or any services provided to the Company) to any Affiliate of the Company or any Subsidiary, including without limitation, Odyssey Investment Partners.

" Transaction Costs " means, without duplication, the fees, expenses, charges and other payments incurred or otherwise payable by the Company or any Subsidiary in connection with the consummation of the transactions contemplated by this Agreement as set forth on the Transaction Cost Statement, which fees, expenses, charges and other payments shall include, without limitation, (i) the fees, expenses, charges and other payments incurred or otherwise payable by the Company or any Subsidiary in respect of the matters set forth on Schedule 3.1(b) , including any reimbursement of expenses to Odyssey Investment Partners in connection with services rendered in connection with the transactions contemplated hereby; (ii) one-half of any transfer Taxes due in connection with or by reason of the transactions contemplated hereby ("Transfer Taxes") (up to a cap of $137,500); and (iii) any fees payable to the Company’s independent accountant, whether or not previously billed by such accountant, in connection with the 2006 audit to the extent such fees (A) remain unpaid as of the Closing Date and (B) do not exceed $200,000; provided that Transaction Costs shall not include Indebtedness, the employee bonuses referred to in Section 7.4.9 , the aggregate Per Share Merger Consideration payable in respect of all shares of Common Stock pursuant to Section 3.1(b) , or the Option Cancellation Payments.

(c) The Company shall take all actions necessary so that each outstanding option to purchase shares of Common Stock granted under the Stock Option Plan of Aviation Technologies, Inc. (the " Option Plan ") or otherwise (each, an " Option ") to any current or former employee of the Company or any Subsidiary thereof (each, an " Option Holder "), whether or not then exercisable, shall be canceled and, in exchange therefor, each Option Holder shall be entitled to a cash payment (the " Option Cancellation Payment ") in respect of each such canceled Option equal to the product of (i) the number of shares of Common Stock covered by such Option immediately prior to the Effective Time multiplied by (ii) the excess of (x) the Per Share Merger Consideration over (y) the per share exercise price under such Option.

(d) Notwithstanding anything to the contrary herein, shares of Common Stock issued and outstanding immediately prior to the Effective Time and held by a stockholder who is entitled to exercise and perfect, and has properly exercised and perfected, appraisal rights pursuant to Section 262 of the DGCL (collectively, the " Dissenting Shares ") shall not be converted as of the Effective Time into the right to receive the Per Share Merger Consideration, but instead shall have such rights as may be available under the DGCL; provided , however , that if any such stockholder shall have failed to perfect or shall effectively withdraw or lose his or her right to appraisal and payment under the DGCL, such stockholder’s shares of Common Stock shall thereupon be deemed to have been converted as of the Effective Time into the right to receive the Per Share Merger Consideration and such shares of Common Stock shall no longer be Dissenting Shares. The Company will give Buyer prompt notice of all written demands received by the Company for appraisal rights. The Company shall not, except with the prior written consent of Buyer, make any payment with respect to, or settle or offer to settle, any such demands. By virtue of the Merger, all Dissenting Shares shall be canceled and shall cease to exist and shall thereafter represent the right to receive only those rights provided under the DGCL. From and after the Effective Time, a holder of Dissenting Shares shall not be entitled to exercise any voting or other rights of a stockholder of, or receive dividends or other benefits from, the Surviving Corporation.

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(e) Each issued and outstanding share of common stock, $.01 par value, of Merger Sub shall be converted into and become one fully paid and nonassessable share of common stock, $.01 par value, of the Surviving Corporation.

(f) Notwithstanding anything to the contrary herein, upon surrender of any certificate representing fractional shares of Common Stock, the holder thereof will be paid the cash value of such fraction, which shall be equal to such fraction multiplied by the Per Share Merger Consideration.

3.2 Payment . Each stockholder shall surrender to Buyer at the Closing for cancellation the certificate or certificates that immediately prior to the Effective Time represented the outstanding shares of Common Stock owned by such stockholder, accompanied by a transmittal letter in the form mutually agreed upon by Buyer and the Company (the " Letter of Transmittal "). Each Option Holder shall deliver to Buyer at the Closing an executed Option Cancellation Agreement substantially in the form mutually agreed upon by Buyer and the Company (the " Option Cancellation Agreement "). At the Closing, each such stockholder and Option Holder shall be entitled to receive upon surrender of his or her certificates and delivery of his or her Letter of Transmittal or Option Cancellation Agreement, as applicable, the amount of cash that such Stockholder or Option Holder is entitled to receive at the Effective Time pursuant to the provisions of this Section 3 and Buyer shall promptly deliver the consideration due pursuant to Sections 3.1(b) and (c)  (less all applicable withholding and employment taxes) in accordance with the instructions set forth in the Letter of Transmittal and Option Cancellation Agreements.

If the consideration due pursuant to Section 3.1(b) and (c)  is to be delivered to a Person other than the Person in whose name the stock certificates surrendered in exchange therefor are registered, it shall be a condition to the payment of such consideration that the certificates so surrendered shall be properly endorsed or accompanied by appropriate powers and otherwise in proper form for transfer, that such transfer otherwise be proper and that the Person requesting such transfer pay to Buyer any transfer or other taxes payable by reason of the foregoing or establish to the satisfaction of Buyer that such taxes have been paid or are not required to be paid.

3.3 Full Satisfaction . All consideration paid pursuant to Section 3.2 in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the Common Stock and Options.

3.4 Closing of the Company’s Transfer Books . At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of shares of Common Stock or Options shall be made thereafter. If after the Effective Time certificates for shares of Common Stock or Options are presented to Buyer or the Surviving Corporation, they shall be canceled and exchanged as provided in this Section 3 .

4. Representations and Warranties of the Company . The Company represents and warrants to Buyer and Merger Sub as follows, except as set forth in the Schedules delivered by the Company to Buyer on or prior to the date of execution of this Agreement and made a part hereof. For purposes of this Agreement, the term " Schedules " shall mean written disclosure schedules delivered by the Company to Buyer and Merger Sub on or prior to the date hereof, copies of which are attached hereto, which set forth certain exceptions to the representations and warranties contained in this Section 4 and certain other information called for by this Agreement. The disclosure of any matter in the Schedules hereto shall be deemed to be a disclosure for all purposes of this Agreement to which such matter would reasonably be likely to be pertinent, but shall expressly not be deemed to constitute an admission by the Company or Buyer, or to otherwise imply, that any such matter is material for the purposes of this Agreement or otherwise. In addition, no arrangement, agreement or transaction solely among the Company and one or more of its wholly-owned Subsidiaries, or solely among one or more of the Company’s wholly-owned Subsidiaries and another wholly-owned Subsidiary, shall constitute a breach of any representation or warranty included in this Section 4 , whether or not disclosed on the Schedules.

4.1 Corporate Status and Authority . The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is duly qualified and licensed to do business, and is in good standing, as a foreign corporation in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to so qualify and be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the requisite corporate power and authority to execute and deliver this

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Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and to conduct its business and to own, use or lease its properties and assets as now conducted, owned, used or leased. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by the Company have been duly and validly authorized and approved by the Company’s Board of Directors and, immediately following the execution of this Agreement, will be duly and validly authorized and approved by the holders of the required percentage of Common Stock, and no other corporate or stockholder actions or proceedings on the part of the Company are necessary under the DGCL, the Certificate of Incorporation of the Company or the by-laws of the Company, as the same have been amended from time to time (the " Certificate " and the " By-laws ," respectively), to authorize or approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Buyer and Merger Sub, constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect which affect the enforcement of creditors’ rights generally or (b) general principles of equity, whether considered in a proceeding at law or in equity. The Company has delivered or made available to Buyer true, correct and complete copies of the Certificate and By-laws. For purposes of this Agreement, " Material Adverse Effect " shall mean any material adverse effect on (a) the business, operations, assets, liabilities, financial condition or results of operations of the Company and its Subsidiaries, in each case, taken as a whole, or (b) the right or ability of the Company or any Subsidiary to consummate any of the transactions contemplated hereby.

4.2 No Conflicts; Consents and Approvals, etc . (a) The execution and delivery of this Agreement by the Company, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby will not result in (i) any conflict with the Certificate or By-laws or the certificate of incorporation or by-laws (or similar organizational documents) of any of the Subsidiaries, (ii) subject to obtaining the consents referred to in Section 4.2(b) , any breach or violation of or default under (A) any law, statute, regulation, rule, judgment, order, decree, license, permit or other governmental authorization applicable to the Company or any of the Subsidiaries or by which any of them or their respective properties or assets are bound or (B) any Contract to which the Company or any of its Subsidiaries is a party or by which any of them or their respective properties or assets are bound, or (iii) the creation or imposition of any liens, security interests, adverse claims, charges or other encumbrances (" Lien "), other than Liens created by or resulting from the actions of Buyer or any of its Affiliates, except, in the case of subsections (ii) and (iii), for such breaches, violations or defaults and such Liens which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) Except as set forth in this Section 4.2(b) and in Schedule 4.2(b) , no consent, approval or authorization of, or filing with, or action by or notification to, any Person or any governmental authority is required on the part of the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except (i) filings required with respect to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the " HSR Act "), (ii) the filing of the Certificate of Merger pursuant to the DGCL, and (iii) filings, consents, approvals, authorizations, actions and notifications which, if not made or obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

4.3 Capitalization . (a) As of the date of this Agreement, the authorized capital stock of the Company consists of 1,500,000 shares of Common Stock, par value $0.01 per share, (i) 681,900 of which are issued and outstanding and (ii) 73,145 of which are reserved for issuance pursuant to the terms of the Option Plan. All of the shares of Common Stock have been, and all shares of Common Stock issuable upon the exercise of the Options will be, duly authorized and validly issued and are (or will be, when issued in accordance with the terms thereof) fully paid and non-assessable and were issued or, in the case of the shares of Common Stock issuable upon exercise of the Options, will be issued, in compliance with all applicable federal and state securities laws and were not issued (or in the case of the Common Stock issuable upon exercise of the Options, will not be issued) in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right, the Certificate or By-laws or any Contract to which the Company or any of its Subsidiaries is a party or by which any of them or their respective properties or assets are bound. Except as set forth in this Section 4.3(a) on Schedule 4.3 , there are no (i) outstanding Equity Securities of the Company or (ii) rights, agreements, commitments or obligations or other arrangements or understandings of any kind or character regarding (A) the issuance of Equity Securities of the Company or (B) the purchase, redemption or other acquisition, or the sale or issuance by, the Company or any of

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its Subsidiaries of any Equity Securities of the Company, and no authorization therefor has been given. There are no shareholder agreements, voting trusts, proxies or other agreements or understandings with respect to the voting of any Equity Securities of the Company. For purposes of this Agreement, the term " Equity Securities " shall mean, with respect to any Person, (i) shares of capital stock or other equity securities of such Person, (ii) subscriptions, calls, warrants, options or commitments of any kind or character relating to, or entitling any Person to purchase or otherwise acquire, any capital stock or other equity securities of such other Person and (iii) securities convertible into or exercisable or exchangeable for shares of capital stock or other equity securities of such Person.

(b) The only document pursuant to which the Company or any of its Subsidiaries have any Indebtedness for borrowed money outstanding is the Second Amendment and Restatement, dated as of April 1, 2005, of the Credit Agreement, dated as of May 23, 2003, by and among the Company, Avtech Corporation, Aerospace Display Systems, LLC, Transicoil Corp., the Lenders named therein and General Electric Capital Corporation as the initial L/C Issuer and Agent, as amended by Amendment No. 1, dated as of July 1, 2005, Amendment No. 2, dated as of August 22, 2005, Amendment No. 3, dated as of September 6, 2005, Amendment No. 4 dated as of November 18, 2005 and Amendment No. 5 dated as of November 18, 2005 (the " Credit Agreement "). The Indebtedness outstanding under the Credit Agreement is prepayable, at any time, in whole or in part, without premium or penalty subject to the payment of any LIBOR breakage costs (which will be included in Indebtedness), if applicable.

4.4 Subsidiaries . (a) The authorized capital stock of each of the Company’s subsidiaries (as set forth on Schedule 4.4(a) , collectively, the " Subsidiaries ") is set forth on Schedule 4.4(a) . All such issued and outstanding shares are owned directly or indirectly by the Company or a wholly-owned direct or indirect Subsidiary as set forth on Schedule 4.4 , free and clear of all Liens, and have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.4(a) , there are no (i) outstanding Equity Securities of any Subsidiary or (ii) rights, agreements, commitments, obligations or other arrangements or understandings of any kind or character regarding (A) the issuance of Equity Securities of any Subsidiary or (B) the repurchase, redemption or other acquisition, or the sale or issuance by, the Company or any Subsidiary of any Equity Securities of any Subsidiary, and no authorization therefor has been given. The Company does not have any equity interest or investment in or any right to acquire (contingent or otherwise) any equity interest or investment in, any Person other than as set forth on Schedule 4.4(a) . There are no shareholder agreements, voting trusts, proxies or other agreements or understandings with respect to the voting of any Equity Securities of any Subsidiary.

(b) Each of the Subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation, which is set forth on Schedule 4.4(b) , and has all requisite corporate power and authority to conduct its business and to own or lease its properties, as now conducted, owned or leased, and is duly qualified and licensed to do business, and is in good standing, as a foreign corporation in each jurisdiction where the character of such Subsidiary’s properties owned or held under lease or the nature of such Subsidiary’s activities makes such qualification necessary, except where the failure to so qualify or be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has delivered or made available to Buyer true, correct and complete copies of the certificate of incorporation and by-laws (or similar organizational documents) of each Subsidiary, in each case, as amended to date.

4.5 Financial Statements . (a) The Company has delivered to Buyer copies (which copies are complete and correct) of (i) the audited balance sheets and related statements of income and cash flows of the Company and its subsidiaries (including the Subsidiaries, as applicable) on a consolidated basis for the fiscal years ended December 31, 2005 and 2004 (in each case reporting Tri-Star Electronics International, Inc. as a discontinued operation) and for the period beginning on May 23, 2003 and ended December 31, 2003 (the " Audited Financial Statements ") and (ii) the unaudited balance sheet and related statements of income and cash flow of the Company and its Subsidiaries on a consolidated basis for the eleven months ended November 30, 2006 (the " Unaudited Balance Sheet Date ") (such unaudited financial statements, the " Unaudited Financial Statements ," and together with the Audited Financial Statements, the " Financial Statements "). The Audited Financial Statements (and except as set forth on Schedule 4.5 , the Unaudited Financial Statements) present fairly in all material respects the financial condition and results of operations of the Company and the Subsidiaries on a consolidated basis as of the dates and for the periods indicated. The Audited Financial Statements have been prepared in accordance with generally accepted accounting principles in effect in the United States of America (" GAAP ") consistently applied throughout

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the periods covered thereby. The Unaudited Financial Statements have been prepared in accordance with GAAP (except as set forth in Schedule 4.5 ) consistently applied throughout the periods covered thereby, except for the absence of footnotes and for normal year-end adjustments and reclassifications, which adjustments or reclassifications would not be material in amount or effect.

(b) The Company and each Subsidiary maintains, in all material respects, accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls that provide assurance that, in all material respects, (i) transactions are executed with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of the consolidated financial statements of the Company and to maintain accountability for the Company’s consolidated assets, and (iii) accounts, notes and other receivables and inventory are recorded accurately and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis.

4.6 Absence of Undisclosed Liabilities . Except for liabilities or obligations reflected on or reserved against in the balance sheet contained in the Unaudited Financial Statements (the " Unaudited Balance Sheet ") or reflected in the Schedules hereto and except as set forth on Schedule 4.6 , none of the Company or any of its Subsidiaries has any liabilities or obligations (absolute or accrued, contingent or otherwise, and whether due or to become due and whether the amount thereof is readily ascertainable or not) other than (i) liabilities or obligations under Contracts (it being understood that, if required by this Agreement, such Contracts are disclosed in the Schedules), (ii) liabilities and obligations incurred in the ordinary course of business since the Unaudited Balance Sheet Date or (iii) liabilities or obligations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None of the Company or any of its Subsidiaries is directly or indirectly liable upon or with respect to (by discount, repurchase agreements or otherwise), or obliged in any other way to provide funds in respect of, or to guarantee or assume, any debt, obligation or dividend of any Person other than the Company or any of its wholly-owned Subsidiaries, except endorsements in the ordinary course of business in connection with the deposit, in banks or other financial institutions, of items for collection.

4.7 Real Property; Assets . (a)  Schedule 4.7(a) lists all material items of real property now owned by the Company or its Subsidiaries (the " Owned Real Property ") or now leased by the Company or its Subsidiaries (the " Leased Real Property ," and together with Owned Real Property, the " Real Property "). Schedule 4.7(a)(ii) lists all material items of real property owned or leased by the Company or its Subsidiaries prior to the date of this Agreement and since May 23, 2003, but excluding the Real Property. The Company and its Subsidiaries have good and marketable fee simple title to the Owned Real Property listed on Schedule 4.7(a) and valid and subsisting leasehold interests in the Leased Real Property listed on Schedule 4.7(a) , in each case, free and clear of all Liens, except for (i) Liens for taxes and other governmental charges and assessments, which are not yet due and payable or which are being contested in good faith by appropriate proceedings if a reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made therefor, (ii) Liens of carriers, warehousemen, mechanics and materialmen and other like Liens arising in the ordinary course of business for sums that are not yet due and payable, (iii) easements, rights of way, title imperfections and restrictions, zoning ordinances and other similar encumbrances affecting the Real Property, in each case, which do not interfere with the ordinary conduct of the business of the Company or its Subsidiaries and do not materially detract from the value of the property to which such Lien relates, (iv) statutory Liens in favor of lessors arising in connection with any property leased to the Company or any of its Subsidiaries which do not interfere with the ordinary conduct of the business of the Company or its Subsidiaries and do not materially detract from the value of the property to which such Lien relates, and (v) Liens reflected in the Financial Statements (" Permitted Liens "). The Real Property is used and operated (i) in conformity with all applicable leases, and (ii) in conformity with all applicable contracts, commitments, licenses, Permits and Laws, except to the extent that the failure so to conform would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) The Company and its Subsidiaries have legal and beneficial ownership in, or a valid leasehold interest under enforceable leases with respect to, all of their respective tangible personal property and assets included in the Unaudited Balance Sheet, except for properties and assets disposed of in the ordinary course of business since the Unaudited Balance Sheet Date, free and clear of all Liens, except for Permitted Liens and except for Liens set forth on Schedule 4.7(b) , all of which shall be released prior to Closing. The Company and its Subsidiaries own or have the right to use and access under enforceable leases or other agreements all of the Real Properties and the tangible personal properties and assets necessary for the conduct of their respective businesses as

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currently conducted. Each such Real Property or other property or asset has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear), and is suitable for the purpose for which it is currently used.

4.8 Contracts . (a)  Schedule 4.8 lists all Contracts of the following types to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets is bound as of the date hereof (other than employment-related agreements and intellectual property-related licenses and agreements, which are provided for in Sections 4.9 and 4.10 , respectively):

(i) joint venture and limited partnership agreements,

(ii) mortgages, indentures, loan or credit agreements, security agreements and other Contracts (A) relating to the borrowing of money or extension of credit, (B) under which the Company or any of its Subsidiaries has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money, (C) constituting a capitalized lease obligation, (D) under which the Company or any of its Subsidiaries has granted (or may grant) a Lien on any of the assets or properties of the Company or any of its Subsidiaries or (E) under which the Company or any of its Subsidiaries has incurred any obligations for any performance bonds, payment bonds, bid bonds, surety bonds, letters of credit, guarantees or similar instruments,

(iii) each material distribution, franchise, representative, license, sales, commission, consulting, agency, advertising or marketing Contract, except for such Contracts that are cancelable on not more than 30 calendar days’ notice by the Company or its Subsidiaries, as the case may be, without the payment of any termination fee or the incurrence of any penalty or increased cost under such Contract,

(iv) each Contract that involves the performance of services or the delivery, sale or purchase of goods or materials by or to the Company or any of its Subsidiaries of an amount or value involving in excess of $100,000 per year,

(v) other Contracts and commitments which are not cancelable by the Company or any of its Subsidiaries on notice of 60 calendar days or less and which require payment by the Company after the date hereof of more than $100,000,

(vi) each lease, rental or occupancy agreement, license, installment and conditional sales agreement, and each other Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any tangible personal property (except leases and installment and conditional sales Contracts having a value per item or aggregate payments of less than $100,000 per year),

(vii) each Contract containing covenants that in any way purport to restrict the business activity of the Company or its Subsidiaries or that limit the freedom of the Company or any of its Subsidiaries or any officer or director to engage in any line of business or to compete with any Person,

(viii) each Contract pursuant to which the Company or any Subsidiary anticipates incurring capital expenditures in excess of $100,000 per year,

(ix) each Contract (including, without limitation, a sub-Contract) with the United States, state or local government or any agency or department thereof involving in excess of $100,000 per year (collectively, " Government Contracts "),

(x) each guaranty of, or agreement to become liable for, any obligations of another Person,

(xi) each Contract regulating or controlling or otherwise affecting the voting or disposition of any capital stock or other proprietary interest of the Company or any Subsidiary and any shareholder agreement or agreement relating to the issuance of any securities of the Company or any Subsidiary or the granting of any registration rights with respect thereto,

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(xii) each Contract pursuant to which the Company or any Subsidiary leases any of the Leased Real Property,

(xiii) any other material Contract not made in the ordinary course of business of the Company or any Subsidiary,

(xiv) each material Contract between the Company or any Subsidiary and an Affiliate,

(xv) each Contract with a customer with a duration of greater than one year expected to result in a loss to the Company in excess of $100,000 over the life of the Contract, and

(xvi) each amendment, supplement, and modification in respect of any of the foregoing Contracts (the Contracts enumerated in the foregoing clauses (i)-(xv) are hereinafter referred to as the " Material Contracts "). The Company has furnished or made available to Buyer true and correct copies of all of the Contracts listed on Schedule 4.8 together with all amendments, supplements and modifications thereto.

(b) With respect to all Government Contracts, there are no pending, and to the knowledge of the Company, there are no contemplated or threatened (i) civil fraud or criminal investigations by any government investigative agency, (ii) suspension or debarment proceedings (or equivalent proceedings) against the Company or any of its Subsidiaries, (iii) requests by the government for a contract price adjustment based on a claim disallowance by the Defense Contract Audit Agency or similar agency, or claim of defective pricing, (iv) disputes between the Company or any of its Subsidiaries and the government, or (v) claims or equitable adjustments by the Company or any of its Subsidiaries against the government or any third party in excess of $100,000 individually or $250,000 in the aggregate. With respect to any Government Contract which expired, or was terminated, or for which final payment was made within three years prior to the date hereof, to the knowledge of the Company, there are no requests by the United States, state or local government or any agency or department thereof for a contract price adjustment based upon a claim of defective pricing.

(c) Each Material Contract is a valid and binding agreement of the Company or one of its Subsidiaries, as the case may be, and is in full force and effect and, to the knowledge of the Company, is a valid and binding agreement of each other party thereto. Neither the Company nor any of its Subsidiaries, nor to the knowledge of the Company, any other Person party thereto, is in default under any of the Material Contracts, and no event has occurred, or, to the knowledge of the Company, is alleged to have occurred, which constitutes or with lapse of time or giving of notice or both, would constitute a default under any Material Contract, except, in each case, for such defaults which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Material Contract will, as a result of the consummation of the transactions contemplated hereby, including without limitation, the Merger, cease to be, a valid, binding and enforceable Contract of each party thereto, enforceable in all material respects against each such party in accordance with its terms.

(d) For the purposes of this Agreement the term " Contract " shall mean any agreement, contract, lease, note, loan, evidence of indebtedness, purchase order, letter of credit, franchise agreement, undertaking, covenant not to compete, employment agreement, license, instrument, obligation, commitment, purchase and sales order and other executory commitment, whether oral or written, express or implied, (i) to which the Company or any of its Subsidiaries is a party or (ii) by which the Company, any of its Subsidiaries or any of their respective assets are bound or affected.

4.9 Employee Benefits; Employment Agreements; Labor .

(a) (i) Each employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended (" ERISA ") which is currently providing compensation or benefits to any employee of the Company or any of its Subsidiaries and which is currently maintained or contributed to by the Company or any of its Subsidiaries (each, a " Plan ") complies in all material respects with the requirements of ERISA and the Internal Revenue Code of 1986, as amended (the " Code ").

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(ii) No Plan that is subject to Section 302 of ERISA or Section 412 of the Code has incurred any material "accumulated funding deficiency" within the meaning of Section 302 of ERISA or Section 412 of the Code, whether or not waived, and no material liability (other than for annual premiums) to the Pension Benefit Guaranty Corporation has been incurred by the Company or any of its Subsidiaries with respect to any such Plan.

(iii) None of the Company nor any of its Subsidiaries has withdrawn at any time within the preceding six years from any multiemployer plan, as defined in Section 3(37) of ERISA, and incurred any material withdrawal liability which remains unsatisfied.

(iv) To the knowledge of the Company, none of the Company nor any of its Subsidiaries has engaged in a transaction with respect to any Plan that would reasonably be expected to subject the Company or any of its Subsidiaries to a material tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA.

(v) There is no material claim pending or, to the Company’s knowledge, threatened by or on behalf of any of the Plans or by any employee involving any such Plan (other than routine claims for benefits).

(vi) All contributions required to have been made by the Company or any of its Subsidiaries to any Plan under the terms of any such Plan or applicable law (including, without limitation, ERISA and the Code) have been timely made in all material respects.

(vii) True and complete copies of each Plan have been made available by the Company to Buyer.

(viii) None of the Company nor any of its Subsidiaries has incurred any material liability pursuant to Title IV of ERISA as a result of any of them being treated as a single employer, within the meaning of Section 414(b) or 414(c) of the Code, with any other trade or business other than the Company or any of its Subsidiaries.

(ix) Each Plan intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination letter from the IRS.

(x) Except as set forth in Schedule 4.9(a) , none of the Company or any of its Subsidiaries is a party to any agreement or arrangement that could reasonably be expected to result, separately or in the aggregate, in the actual or deemed payment (including any payment made pursuant to Section 3.1(c) ) by the Company or any of its Subsidiaries of any "excess parachute payments" within the meaning of Section 280G of the Code.

(xi) None of the Company or any of its Subsidiaries or any Plan has any present or future obligation to make any payment to, or with respect to any present or former employee of the Company or any of its Subsidiaries pursuant to, any retiree medical benefit plan.

(b) Schedule 4.9(b) sets forth a list of (i) each written employment and consulting agreement (including each written severance and retention agreement) to which the Company or any of its Subsidiaries is a party other than those which may be terminated by the Company or any of its Subsidiaries without any liability upon less than 30 days’ notice by the Company or any of its Subsidiaries and (ii) each Plan and each other written profit sharing, pension, retirement, bonus, incentive compensation, stock option, deferred compensation, health, life insurance, disability and other written material employee benefit plan, agreement, contract or commitment, in each case providing compensation or benefits to any employees of the Company or any of its Subsidiaries and which is maintained or contributed to by the Company or any of its Subsidiaries.

(c) Schedule 4.9(c) sets forth a list of each collective bargaining agreement to which the Company or any of its Subsidiaries is a party. There is no strike, slowdown, picketing, work stoppage or concerted

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refusal to work overtime with respect to any employees employed by any of the Company or any of its Subsidiaries, and there is no material labor dispute currently subject to any grievance procedure, arbitration or litigation or, to the knowledge of the Company, threatened with respect to any employees employed by the Company or any of its Subsidiaries.

4.10 Intellectual Property . Schedule 4.10(a) lists all Registered Intellectual Property owned by the Company or any of its Subsidiaries. The Company or its applicable Subsidiary owns each item of Registered Intellectual Property required to be listed on Schedule 4.10 free and clear of all Liens, except for Permitted Liens. Neither the Company nor any of its Subsidiaries has received any notice of any claim during the past two years, or earlier if not resolved, (i) that it is infringing the intellectual property rights of any third party, (ii) contesting the