
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 14A
                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION

           PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

Filed by the Registrant |X|

Filed by a Party other than the Registrant |_|

Check the appropriate box:

|X|   Preliminary Proxy Statement

|_|   Confidential, for Use of the Commission Only (as permitted by Rule
      14a-6(e)(2))

|_|   Definitive Proxy Statement

|_|   Definitive Additional Materials

|_|   Soliciting Material Pursuant to sec.240.14a-12

                        ADVANCED TECHNICAL PRODUCTS, INC.
                (Name of Registrant as Specified in its Charter)

    ------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

|_|   No fee required.

|X|   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

      (1)   Title of each class of securities to which transaction applies:

            Common Stock, par value $.01 per share

      (2)   Aggregate number of securities to which transaction applies:

            5,890,064 shares of common stock

      (3)   Per unit price or other underlying value of transaction computed
            pursuant to Exchange Act Rule 0-11 (set forth the amount on which
            the filing fee is calculated and state how it was determined):

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           $33.50 per share of common stock

      (4)   Proposed maximum aggregate value of transaction:

            $197,317,144

      (5)   Total fee paid:

            $39,463.43

      |_|   Fee paid previously with preliminary materials.

      |_|   Check box if any part of the fee is offset as provided by Exchange
            Act Rule 0-11(a)(2) and identify the filing for which the offsetting
            fee was paid previously. Identify the previous filing by
            registration statement number, or the Form or Schedule and the date
            of its filing.

            (1)   Amount Previously Paid:


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

            (2)   Form, Schedule or Registration Statement No.:


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

            (3)   Filing Party:


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

            (4)   Date Filed:


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


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<PAGE>

                                   [ATP LOGO]

                        Advanced Technical Products, Inc.
                        200 Mansell Court East, Suite 505
                             Roswell, Georgia 30076

                                  May __, 2002

Dear Stockholder:

      We invite you to attend the 2002 annual meeting of stockholders of
Advanced Technical Products, Inc., (the "Company" or "ATP") to be held at 10:00
a.m., local time, on June 12, 2002, in the 6th floor boardroom of the Bank of
America Center located at 700 Louisiana, Houston, Texas.

      At the annual meeting, we will ask you to:

      1.    adopt the Agreement and Plan of Merger, dated as of May 2, 2002,
            among General Dynamics Corporation, Athena Acquisition I Corporation
            and ATP, which calls for ATP to be merged with a wholly owned
            subsidiary of General Dynamics;

      2.    elect three Class II directors to serve until the earlier of the
            closing of the merger or our 2005 annual meeting; and

      3.    consider and act upon such other business as may properly come
            before the annual meeting.

      If we complete the merger, you will receive $33.50 in cash, without
interest, for each share of our common stock you own, and we will become a 100%
owned subsidiary of General Dynamics.

      Our Board of Directors carefully reviewed and considered the terms and
conditions of the proposed merger. Based on its review, our Board has determined
that the terms of the merger agreement and the merger are in the best interests
of ATP and its stockholders. In making this determination, our Board of
Directors considered, among other things, the oral opinion given by Houlihan
Lokey Howard & Zukin Financial Advisors, Inc., ATP's financial advisor, on April
30, 2002 (confirmed in writing effective the same date) to the effect that, as
of that date and on the basis of and subject to the assumptions, limitations and
qualifications set forth in its written confirmation, the $33.50 per share to be
received by the public stockholders of the Company in the merger, is fair from a
financial point of view. The written confirmation of the Houlihan Lokey Howard &
Zukin Financial Advisors, Inc. opinion is attached as Appendix B to the attached
proxy statement and should be read carefully and completely.

      OUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AND UNANIMOUSLY
RECOMMENDS THAT YOU VOTE "FOR" THE ADOPTION OF THE MERGER AGREEMENT AT THE
ANNUAL MEETING.

      OUR BOARD OF DIRECTORS ALSO UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR"
EACH NOMINEE FOR CLASS II DIRECTOR.

      Your vote is important. We cannot complete the merger unless the
conditions to closing are satisfied, including adoption of the merger agreement
by the affirmative vote of the holders of at least a majority of the outstanding
shares of our common stock. Failure to vote will have the same effect as a vote
against adoption of the merger agreement. Only holders of our stock of record at
the close of business on May 2, 2002 are entitled to notice of and to vote at
the annual meeting or at any adjournments or postponements.

      WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO
COMPLETE, DATE, SIGN AND RETURN THE PROXY CARD. If you hold your shares in
"street name," you should instruct your broker how to vote in accordance with
your voting instruction form.

      The accompanying proxy statement explains the proposed merger and merger
agreement and provides specific information concerning the annual meeting.
Please read these materials carefully.

                                Very truly yours,

                                /s/ Garrett L. Dominy

                                Garrett L. Dominy
                                President and Chief Executive Officer

The proxy statement is dated _______ __, 2002 and is first being mailed to our
stockholders on or about ________ __, 2002.

<PAGE>

                                   [ATP LOGO]

                        Advanced Technical Products, Inc.
                        200 Mansell Court East, Suite 505
                             Roswell, Georgia 30076

                                  May __, 2002

                   NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of Advanced Technical Products, Inc.:

      The annual meeting of stockholders of Advanced Technical Products, Inc.
will be held in the 6th floor boardroom of the Bank of America Center located at
700 Louisiana, Houston, Texas, on June 12, 2002, at 10:00 a.m., local time, to:

      1.    adopt the Agreement and Plan of Merger, dated as of May 2, 2002,
            among General Dynamics Corporation, Athena Acquisition I Corporation
            and ATP;

      2.    elect three Class II directors to serve until the earlier of the
            closing of the merger or our 2005 annual meeting; and

      3.    consider and act upon such other business as may properly come
            before the annual meeting.

      In the merger, each issued and outstanding share of our common stock
(including the associated rights to purchase Series RP Preferred Stock), other
than certain shares held directly or indirectly by General Dynamics, Athena or
ATP or for which appraisal rights have been properly exercised, will be
converted into the right to receive $33.50 in cash, without interest. The
accompanying proxy statement provides important information about the proposed
merger, the actions to be taken in connection with the merger and additional
information about the parties involved and their interests. Please give all this
information your careful attention.

      Our Board of Directors believes that the merger involving General Dynamics
Corporation is in the best interests of ATP and unanimously recommends that you
vote "FOR" the adoption of the merger agreement.

      Our Board of Directors also unanimously recommends that you vote "FOR"
each nominee for Class II director.

      ATP's Board of Directors has fixed the close of business on May 2, 2002 as
the record date for determining stockholders entitled to notice of and to vote
at the annual meeting and any adjournment or postponement of the meeting. A list
of stockholders entitled to vote at the annual meeting will be available for
examination at our headquarters, during ordinary business hours, from the date
of the proxy statement until the annual meeting.

      We urge you to sign and return the enclosed proxy card as promptly as
possible, whether or not you plan to attend the annual meeting in person. You
may revoke the proxy at any time before its exercise in the manner described in
the attached proxy statement. Any stockholder present at the annual meeting,
including any adjournment or postponement, may revoke a prior proxy and vote
personally on the merger agreement and the election of Class II directors.
Executed proxies with no indicated instructions will be voted "FOR" adoption of
the merger agreement and "FOR" election of the nominees for director.

      Please do not send your stock certificates at this time.

                                By order of the Board of Directors,

                                /s/ James P. Hobt

                                James P. Hobt
                                Secretary

<PAGE>

                        ADVANCED TECHNICAL PRODUCTS, INC.
                        200 Mansell Court East, Suite 505
                             Roswell, Georgia 30076

                                 PROXY STATEMENT

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


                         ANNUAL MEETING OF STOCKHOLDERS
                           TO BE HELD ON JUNE 12, 2002

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

                                TABLE OF CONTENTS

                                                                            PAGE

Questions and Answers About the Merger and the Annual Meeting.................1

Summary.......................................................................3
      The Annual Meeting......................................................3
      The Parties to the Merger...............................................3
      Special Factors.........................................................4
      The Merger Agreement....................................................5

The Annual Meeting............................................................8
      General.................................................................8
      Purpose of the Annual Meeting...........................................8
      Record Date and Quorum Requirement......................................8
      Required Vote and Voting Procedures.....................................8
      Revocation of Proxies...................................................9
      Adjournments or Postponements...........................................9

PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER...........................10

The Parties to the Merger....................................................10
      Advanced Technical Products, Inc. .....................................10
      General Dynamics Corporation ..........................................10
      Athena Acquisition I Corporation.......................................11

Special Factors..............................................................11
      Background of the Merger...............................................11
      Recommendation of Our Board of Directors and Reasons for the Merger....12
      Opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc.......13
      Interests of ATP Directors and Executive Officers......................18
      Effects of the Merger..................................................19
      Material United States Federal Income Tax Consequences.................20
      Appraisal Rights.......................................................21
      Regulatory Approvals...................................................22
      Source of Funds........................................................23

The Merger Agreement.........................................................23
      The Merger.............................................................23
      Effective Time of the Merger...........................................23
      Payment for Shares.....................................................23
      Payment for Options and Warrants.......................................24


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<PAGE>

      Representations and Warranties.........................................24
      Covenants..............................................................25
      Termination............................................................31
      Termination Fee Payable to General Dynamics............................32
      Conditions to the Merger...............................................33
      Expenses...............................................................34
      Amendment, Extension of Time and Waiver................................34

ELECTION OF CLASS II DIRECTORS...............................................35

Class II Nominees to Serve Until the Annual Meeting to be Held in 2005.......35

Class I Continuing Directors--Terms Expiring 2004............................36

Class III Continuing Directors--Terms Expiring 2003..........................36

Executive Officers...........................................................37

Meetings of the Board........................................................37

Committees of the Board......................................................37

Compensation of Directors....................................................37

Securities Ownership of Certain beneficial Owners and Management.............38

Executive Compensation.......................................................40
      Summary Compensation Table.............................................40
      Option Grants During Fiscal Year 2001..................................40
      Option  Exercises During Fiscal Year 2001 and Fiscal
        Year End Option Values ..............................................41
      Employment Agreements..................................................41
      Compensation Review....................................................41
      Compensation Committee Interlocks and Insider Participation............42
      Stock Performance Chart................................................43
      Certain Relationships and Related Transactions.........................43

Market Price of and Dividends on ATP's Common Stock..........................44

Section 16(a) Beneficial Ownership Reporting Compliance......................44

Audit Committee Report.......................................................45

Independent Auditors.........................................................45

Cautionary Statement Regarding Forward-Looking Statements....................46

Additional Information.......................................................46
      Solicitation of Proxies/Costs..........................................46
      Stockholder Proposals..................................................46
      Other Matters..........................................................46

Where You Can Find More Information..........................................47

Appendix A--Merger Agreement................................................A-1

Appendix B--Fairness Opinion of Houlihan Lokey Howard & Zukin Financial
Advisors, Inc...............................................................B-1

Appendix C--Section 262 of the General Corporation Law of the State of
Delaware....................................................................C-1


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<PAGE>

          QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE ANNUAL MEETING

Q:    What am I voting for? (See page 8.)

      A:    We are asking for your vote to (1) adopt the merger agreement that
            we entered into on May 2, 2002 with General Dynamics Corporation
            under which ATP will be merged with and become a wholly owned
            subsidiary of General Dynamics, and (2) elect three nominees for
            Class II director to serve until the earlier of the closing of the
            merger or our 2005 annual meeting.

Q:    As a stockholder, what will I receive in the merger? (See page 23.)

      A:    If we complete the merger, you will receive $33.50 in cash for each
            share of our common stock you own.

Q:    What stockholder approvals are needed for the merger? (See page 8.)

      A:    For ATP, the affirmative vote of the holders of at a least a
            majority of the outstanding shares of common stock is required to
            adopt the merger agreement. Each holder of our common stock is
            entitled to one vote per share.

            For General Dynamics, no stockholder approval of the merger or
            merger agreement is required.

Q:    What do I need to do now? (See page 8.)

      A:    After carefully reading and considering the information contained in
            this proxy statement, please complete, date and sign your proxy and
            return it in the enclosed return envelope as soon as possible, so
            that your shares may be represented at the annual meeting.

Q:    What if I don't vote? (See page 8.)

            With respect to the merger, if you abstain from voting or do not
            vote, it will count as a vote against the adoption of the merger
            agreement.

            Because Class II director nominees will be elected by a plurality of
            the votes cast at the meeting, if you abstain from voting or do not
            vote, it will not count as a vote for or against any nominee.

            If you sign and send in your proxy and do not indicate how you want
            to vote, we will count your proxy in favor of (1) adoption of the
            merger agreement and (2) election of each of the nominees for Class
            II director.

Q:    Can I change my vote after I have mailed my signed proxy? (See page 9.)

      A:    Yes. You can change your vote at any time before your proxy is voted
            at the annual meeting. You can do this in one of three ways. First,
            you can attend the annual meeting and vote in person. Second, you
            can send a written notice stating that you would like to revoke your
            proxy. Third, you can complete and submit a new proxy.

            If you chose either the second or third method, you must submit your
            notice of revocation or your new proxy to our solicitation agent
            Morrow & Co., Inc., at the following address so that your notice or
            new proxy is received by the solicitation agent prior to 9:00 a.m.
            on the date of the annual meeting:

            Morrow & Co., Inc.
            445 Park Avenue, 5th Floor
            New York, New York 10022
            Telephone: (212) 754-8000


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<PAGE>

Q:    If my broker holds my shares in "street name," will my broker vote my
      shares? (See page 8.)

      A:    Your broker will vote your shares only if you provide instructions
            on how to vote. You should follow the directions provided by your
            broker regarding how to instruct your broker to vote your shares. If
            you do not provide your broker with instructions on how to vote your
            shares, it will count as a vote against the adoption of the merger
            agreement. Because Class II director nominees will be elected by a
            plurality of the votes cast at the meeting, failure to provide your
            broker with instructions on how to vote your shares will not count
            as a vote for or against any nominee.

Q:    Should I send in my stock certificates now? (See pages 8 and 23.)

      A:    No. After the merger is completed, you will receive written
            instructions for exchanging your stock certificates. Please do not
            send in your stock certificates with your proxy.

Q:    What will happen to the present members of management? (See page 18.)

      A:    Our directors and executive officers will be replaced by the
            directors and executive officers of Athena at the effective time of
            the merger.

Q:    Did the ATP board retain financial advisors? (See pages 13 through 18.)

      A:    Yes. To assist it in making its recommendation regarding the merger,
            our Board of Directors retained Houlihan Lokey Howard & Zukin
            Financial Advisors, Inc. as its financial advisor in connection with
            its evaluation of the merger. Houlihan Lokey Howard & Zukin
            Financial Advisors, Inc. delivered to our Board of Directors an
            opinion to the effect that, as of the date of that opinion, the per
            share merger consideration to be received by the public stockholders
            of the Company was fair to them from a financial point of view.

            We have attached as Appendix B to this proxy statement the full text
            of the written opinion of Houlihan Lokey Howard & Zukin Financial
            Advisors, Inc. This opinion sets forth the assumptions made, matters
            considered and limitations on the review taken in connection with
            the opinion. The opinion should not be viewed as a recommendation as
            how you should vote on the merger agreement. We urge you to read
            this opinion in its entirety.

Q:    Am I entitled to appraisal rights? (See page 21.)

      A:    Yes. Our stockholders have the opportunity to assert appraisal
            rights relating to the merger. To claim these rights, stockholders
            must comply with the requirements of Delaware law. However, it is a
            condition to General Dynamic's obligation to close the merger that
            holders of not more than 15% of the outstanding shares of our common
            stock exercise their appraisal rights.

Q:    Who can help answer my questions?

      A:    If you have any questions about the merger or if you need additional
            copies of this proxy statement or the enclosed proxy, you should
            contact:

            Morrow & Co., Inc.
            445 Park Avenue, 5th Floor
            New York, New York 10022
            Telephone: (212) 754-8000

            Advanced Technical Products, Inc.
            200 Mansell Court East, Suite 505
            Roswell, Georgia 30076
            Attention:  James P. Hobt
            Telephone: (770) 993-0291


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<PAGE>

Q:    Who is soliciting my proxy? (See page 46.)

      A:    ATP is making this proxy solicitation and will bear its entire cost.
            We have retained Morrow & Co., Inc. to assist us in the solicitation
            of proxies and estimate that its fees for such services will be
            approximately $7,500. We will also reimburse Morrow & Co., Inc. for
            certain out-of-pocket expenses.

                                     SUMMARY

      This summary highlights selected information from this proxy statement
relating to the annual meeting and the proposed merger and may not contain all
of the information that may be important to you. Where appropriate, items in
this summary include a cross reference directing you to a more complete
description included elsewhere in this proxy statement. To understand the merger
and related matters fully, and for a more complete description of the legal
terms of the merger, you should read carefully this entire proxy statement and
its attachments.

                               The Annual Meeting

Date, Time and Place of the Annual Meeting (See page 8.)

      The annual meeting of our stockholders will be held on June 12, 2002, at
10:00 a.m., local time, in the 6th floor boardroom of the Bank of America Center
located at 700 Louisiana, Houston, Texas.

Purpose of the Annual Meeting (See page 8.)

      At the annual meeting, our stockholders will:

      o     consider and vote on a proposal to adopt the merger agreement, dated
            May 2, 2002, among General Dynamics Corporation, Athena Acquisition
            I Corporation and Advanced Technical Products, Inc., which we refer
            to as "ATP" or the "Company";

      o     elect three Class II directors; and

      o     consider and act upon such other business as may properly come
            before the annual meeting.

Record Date; Voting; Quorum; and Share Ownership of Management (See page 8.)

      You are entitled to vote at the annual meeting of our stockholders (and
any adjournments or postponements of the meeting) if you owned our common stock
as of the close of business on May 2, 2002, the record date. Each holder of
record of shares of our common stock at the close of business on the record date
is entitled to one vote for each share then held on each matter submitted to a
vote of stockholders. On the record date, there were approximately 3,052 holders
of record of our common stock. As of the record date, our directors and officers
beneficially owned and were entitled to vote an aggregate of 1,374,792 shares,
or 23.3%, of our outstanding common stock. None of our directors or executive
officers have agreed to vote their respective shares in any particular manner
with respect to the proposals discussed in this proxy statement.

                            The Parties to the Merger

Advanced Technical Products, Inc. (See page 10.)

      ATP manufactures advanced composite structures, chemical and biological
detection and protection products, and specialty vehicle electronics through
four business units: Intellitec, Lincoln Composites, Lunn Industries and Marion
Composites. These products are categorized into three principal business
segments:

      o     the Aerospace and Defense segment designs, develops and manufactures
            advanced composite material products, including radomes, aircraft
            components, missile and satellite composite structures, engine
            components, rocket motor cases, pressure vessels, relocatable
            shelters, missile launch tubes, torque shafts and fuel tanks, as
            well as a wide range of integrated defense systems, including
            electro-optical systems, chemical and biological detection and
            protection systems, ordnance delivery systems and light-weight
            camouflage systems;


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<PAGE>

      o     the Commercial Composites segment produces compressed natural gas
            and hydrogen fuel tanks, oilfield tubular products used in the
            exploration and production of oil and gas and other composite-based
            commercial products; and

      o     the Other Products segment primarily manufactures electrical power
            switching products for specialty vehicles, including recreational
            vehicles, motor homes, conversion vans, over-the-road trucks and
            leisure boats.

      Our headquarters are located at 200 Mansell Court East, Suite 505,
Roswell, Georgia 30076. Our general telephone number at our headquarters is
(770) 993-0291.

General Dynamics Corporation (See page 10.)

      General Dynamics Corporation is engaged in information and communication
technology, land and amphibious combat systems, naval and commercial
shipbuilding and business aviation. Shares of common stock of General Dynamics
are General Dynamics are listed on the New York Stock Exchange under the ticker
symbol "GD."

      The headquarters of General Dynamics are located at 3190 Fairview Park
Drive, Falls Church, Virginia 22042-4523. General Dynamics' general telephone
number at its headquarters is (703) 876-3000.

Athena Acquisition I Corporation. (See page 11.)

      Athena Acquisition I Corporation ("Athena") is a newly-formed Delaware
corporation and a wholly owned subsidiary of General Dynamics. Athena was
organized solely for the purpose of entering into the merger agreement with ATP
and has not conducted any business operations.

                                 Special Factors

Background of the Merger (See pages 11, 12 and 13.)

      For a description of the events leading to the approval of the merger by
our Board of Directors and the reasons for this approval, you should refer to
"SPECIAL FACTORS--Background of the Merger" beginning on page 11 and
"--Recommendation of our Board of Directors and Reasons for the Merger"
beginning on page 13.

Recommendation of Our Board of Directors (See page 12.)

      On April 30, 2002, our Board of Directors unanimously approved the merger
agreement, and unanimously recommended that our stockholders adopt the merger
agreement. In connection with the approval, our Board of Directors determined
that the merger is in the best interests of the Company and our stockholders. In
making its decision, our Board of Directors relied upon, among other things, the
fairness opinion of our financial advisor, Houlihan Lokey Howard & Zukin
Financial Advisors, Inc. See "SPECIAL FACTORS--Opinion of Houlihan Lokey Howard
& Zukin Financial Advisors, Inc." beginning on page 13.

      Our Board of Directors unanimously recommends that our stockholders vote
"FOR" the adoption of the merger agreement.

Reasons for the Merger (See page 12.)

      The principal purpose of the merger is to enable General Dynamics to own
all of the equity interests in ATP and provide you the opportunity to receive
liquidity for your shares at a premium cash price over the market prices at
which the common stock generally traded prior to the announcement of the merger
agreement.

Interests of ATP Directors and Executive Officers (See page 18.)

      In considering the recommendation of our Board of Directors with respect
to the merger agreement, you should be aware that some of our directors and
executive officers have interests in connection with the merger that are
different from, or in addition to, the interests of other ATP stockholders.
These interests exist because of employment agreements the executive officers
have with ATP and rights that the executive officers and directors have under
ATP's


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<PAGE>

compensation and benefits plans. It is expected that certain of our executive
officers will be employed by the surviving corporation. In addition, the merger
agreement requires General Dynamics to indemnify directors and executive
officers of ATP and our subsidiaries for events occurring before the merger,
including events that are related to the merger.

Material United States Federal Income Tax Consequences (See page 20.)

      The receipt of the cash merger consideration by a holder of our shares
will be a taxable transaction for U.S. federal income tax purposes. We urge you
to consult your tax advisors to determine the effect of the merger under
applicable federal, state, local and foreign tax laws.

Regulatory Approvals (See page 22.)

      The obligation of each of General Dynamics and ATP to close the merger is
subject to the receipt of any material regulatory approvals, including early
expiration or termination of the waiting period required under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976. The requisite filings
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 were made with
the Antitrust Division of the Department of Justice and the Federal Trade
Commission, and the waiting period began to run, on May __, 2002. We are not
aware of any other significant regulatory approval required in connection with
the merger.

Source of Funds (See page 23.)

      General Dynamics has informed us that the aggregate merger consideration
(including the cancellation of outstanding options and warrants) of
approximately $213.8 million will be financed through existing cash reserves or
the issuance of commercial paper.

                              The Merger Agreement

      The merger agreement is attached as appendix A to this proxy statement. We
encourage you to read the merger agreement in its entirety because it is the
legal document that governs the merger.

The Merger Generally (See page 23.)

      The merger agreement provides for, subject to satisfaction of various
conditions, the merger of Athena Acquisition I Corporation with and into ATP. As
a result of the merger:

      o     the separate existence of Athena will cease, and ATP will continue
            as the surviving corporation;

      o     each of our issued and outstanding shares of common stock (including
            the associated rights to purchase Series RP Preferred Stock), other
            than certain shares held directly or indirectly by General Dynamics,
            Athena or ATP, or for which appraisal rights have been properly
            exercised, will, by virtue of the merger, be converted into the
            right to receive $33.50 in cash, without interest, and the shares
            will be cancelled;

      o     our shares of common stock will no longer be traded on the Nasdaq
            National Market, the registration of our shares of common stock
            under the Securities Exchange Act of 1934, as amended (the "Exchange
            Act"), will terminate, and we will no longer be a reporting company
            under the Exchange Act; and

      o     our directors and executive officers will be replaced by the
            directors and executive officers of Athena, however, it is expected
            that certain of our executive officers will be employed by the
            surviving corporation.

Effective Time of the Merger and Payment for Shares (See page 23.)

      The effective time of the merger will occur no later than three business
days following the satisfaction or waiver of the conditions to the merger
contained in the merger agreement. Detailed instructions with regard to the
surrender of stock certificates, together with a letter of transmittal, will be
forwarded to you by the paying agent promptly following the effective time of
the merger. You should not submit your certificates to the paying agent until
you have received these materials. The paying agent will send payment of the
merger consideration to you as promptly


                                       5
<PAGE>

as practicable after the paying agent receives your certificates and other
required documents. No interest will be paid or accrued on the cash payable upon
the surrender of your stock certificates.

      You should not send any stock certificates to us at this time.

Treatment of Stock Options and Warrants (See pages 23 and 24.)

      Each option and warrant to purchase shares of common stock that is
outstanding and unexercised, whether vested or unvested, immediately prior to
the effective time of the merger, will be cancelled as of the effective time of
the merger and be converted into the right to receive cash in an amount equal to
the product of (1) the excess, if any, of the per share merger consideration
over the per share exercise price of the option or warrant (subject to
adjustment for any stock split, reverse stock split, stock dividend,
subdivision, combination, recapitalization, or similar transaction) and (2) the
number of shares of common stock underlying the option or warrant. These cash
payments will be made promptly following the effective time of the merger, and
will be paid net of any applicable federal or state withholding taxes.

Conditions to the Merger (See page 33.)

      Each party's obligation to complete the merger is subject to satisfaction
of a number of conditions, including:

      o     the adoption of the merger agreement by holders of a majority of the
            outstanding shares of our common stock;

      o     the expiration or termination of the waiting period under applicable
            antitrust laws, including the Hart-Scott-Rodino Antitrust
            Improvements Act of 1976, and the receipt of any other material
            governmental and regulatory approvals;

      o     the absence of any injunction or other legal restraint preventing
            the merger and the consummation of transactions contemplated by the
            merger agreement substantially on the terms contemplated by the
            merger agreement;

      o     the representations and warranties of ATP, on the one hand, and
            General Dynamics and Athena, on the other hand, are true and correct
            (subject, in most cases, to certain materiality standards) as of the
            closing date of the merger (unless any such representation or
            warranty refers to some other time);

      o     performance or compliance by ATP, on the one hand, and General
            Dynamics and Athena, on the other hand, in all material respects of
            their respective covenants and obligations under the merger
            agreement at or prior to the effective time of the merger;

      o     the absence of any event or development that has, or would
            reasonably be expected to have, a material adverse effect on us and
            our subsidiaries taken as a whole;

      o     no more than 15% of the outstanding shares of our common stock shall
            have exercised their appraisal rights under Delaware law; and

      o     delivery of a certificate signed by an executive officer of ATP, on
            the one hand, and an executive officer of General Dynamics, on the
            other hand, dated the closing date of the merger and certifying that
            the closing conditions have been satisfied.

      Any or all of the conditions that have not been satisfied may be waived
(other than conditions that are required by law, such as adoption of the merger
agreement by our stockholders, certain regulatory approvals and the absence of
injunctions or other legal restraint preventing the merger). Even if our
stockholders adopt the merger agreement, we cannot assure you that the merger
will be completed.

Termination and Termination Fee (See pages 31 and 32.)

      The merger agreement contains provisions addressing the circumstances
under which ATP or General Dynamics may terminate the merger agreement. In
addition, the merger agreement provides that, in several circumstances, we may
be required to pay General Dynamics a termination fee of $5.5 million.


                                       6
<PAGE>

Expenses (See page 34.)

      With the exception of any termination fee, all fees and expenses incurred
in connection with the merger will be paid by the party incurring them.

Market Prices of Common Stock (See page 44.)

      Currently, shares of our common stock are listed for trading on The Nasdaq
National Market. As a result of the merger, we will become a wholly owned
subsidiary of General Dynamics, and our shares will cease to trade on any public
trading market. The closing price of our common stock on May 8, 2002, was $33.25
per share. We urge you to obtain current market quotations.


                                       7
<PAGE>

                               THE ANNUAL MEETING

General

      This proxy statement is being delivered to you in connection with our
annual meeting of stockholders to be held at 10:00 a.m., local time, on June 12,
2002, in the 6th floor boardroom of the Bank of America Center located at 700
Louisiana, Houston, Texas. Each copy of this proxy statement is accompanied by a
copy of our annual report on Form 10-K and Form 10-K/A and a proxy card
furnished in connection with the solicitation of proxies by our Board of
Directors for use at the annual meeting. This proxy statement is being mailed on
or about ______ __, 2002, to our stockholders of record as of the close of
business on May 2, 2002.

Purpose of the Annual Meeting

      The annual meeting will be held for the following purposes:

      o     to consider and vote on a proposal to adopt the merger agreement,
            dated as of May 2, 2002, among General Dynamics Corporation, Athena
            Acquisition I Corporation and ATP;

      o     to elect three Class II directors; and

      o     to consider and act upon such other business as may properly come
            before the annual meeting.

Record Date and Quorum Requirement

      Our Board of Directors has fixed the close of business on May 2, 2002 as
the record date for the determination of stockholders entitled to notice of and
to vote at the annual meeting. On May 2, 2002, we had 5,890,064 shares of common
stock issued and outstanding and approximately 3,052 stockholders of record.
Each holder of record of common stock at the close of business on the record
date is entitled to one vote for each share then held on each matter submitted
to a vote of stockholders.

      The holders of a majority of the outstanding shares entitled to vote at
the annual meeting must be present in person or represented by proxy to
constitute a quorum for the transaction of business. Abstentions and shares
referred to as "broker or nominee non-votes" that are represented at the annual
meeting--shares held by brokers or nominees as to which instructions have not
been received from the beneficial owners or other persons entitled to vote and
for which the broker or nominee does not have discretionary voting power on a
particular matter--are counted for purposes of determining the presence or
absence of a quorum for the transaction of business. If less than a majority of
the outstanding shares are represented at the annual meeting, the annual meeting
will be adjourned to a time, date and place designated by our management.

      Stockholders should not forward any stock certificates with their proxy
cards. If the merger is completed, stock certificates should be delivered in
accordance with instructions set forth in a letter of transmittal, which will be
sent to stockholders by the paying agent, promptly after the effective time of
the merger.

Required Vote and Voting Procedures

      Adoption of the merger agreement will require the affirmative vote of the
holders of at least a majority of the outstanding shares of our common stock. A
failure to vote or a vote to abstain will have the same effect as a vote cast
against adoption of the merger agreement. Class II director nominees will be
elected by a plurality of the votes cast at the meeting and a failure to vote
your shares will not count as a vote for or against any nominee. Brokers and, in
many cases, nominees will not have discretionary power to vote on the merger
proposal to be presented at the annual meeting. Accordingly, beneficial owners
of shares should instruct their brokers or nominees on how to vote. A broker or
nominee non-vote will have the same effect as a vote against adoption of the
merger agreement and no effect on the election of directors. If no instructions
are indicated on a properly executed proxy, the proxy will be voted "FOR"
adoption of the merger agreement and "FOR" each nominee for Class II director in
accordance with the recommendations of our Board of Directors.


                                       8
<PAGE>

Revocation of Proxies

      The presence of a stockholder at the annual meeting, or at any adjournment
or postponement, will not automatically revoke the stockholder's proxy. However,
a stockholder may revoke a proxy at anytime prior to exercise by:

      o     delivery to our solicitation agent, Morrow & Co., Inc., of a written
            notice of revocation before the annual meeting (or, if the annual
            meeting is adjourned or postponed, before the time the adjourned or
            postponed meeting is actually held);

      o     delivery to our solicitation agent before the annual meeting (or, if
            the annual meeting is adjourned or postponed, before the time the
            adjourned or postponed meeting is actually held) of a duly executed
            proxy bearing a later date; or

      o     attending the annual meeting (or, if the annual meeting is adjourned
            or postponed, by attending the adjourned or postponed meeting) and
            voting in person at the annual meeting.

      The address of our  solicitation  agent is Morrow & Co.,  Inc., 445 Park
Avenue, 5th Floor, New York, New York 10022.

Adjournments or Postponements

      Although it is not expected, the annual meeting may be adjourned or
postponed for the purpose of soliciting additional proxies or for other reasons
as determined by our Board of Directors. Any adjournment or postponement may be
made without notice, including by an announcement made at the annual meeting, by
approval of the holders of a majority of the voting power represented by the
outstanding shares of our common stock present in person or represented by proxy
at the annual meeting, whether or not a quorum exists. Any signed proxies
received by us will be voted in favor of an adjournment or postponement in these
circumstances unless a written note on the proxy by the stockholder directs
otherwise. If the annual meeting is adjourned or postponed for the purpose of
soliciting additional proxies or for other reasons, we will allow our
stockholders who have already sent in their proxies to revoke them at any time
prior to their use.


                                       9
<PAGE>

--------------------------------------------------------------------------------
          PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER
--------------------------------------------------------------------------------

                            THE PARTIES TO THE MERGER

Advanced Technical Products, Inc.

      We are Advanced Technical Products, Inc. In this proxy statement, we refer
to our company and our collective subsidiaries as "ATP," the "Company," "we" or
"us." We are a Delaware corporation resulting from the October 31, 1997 merger
(the "Lunn/TPG Merger") of TPG Holdings, Inc., a Delaware corporation ("TPG"),
and Lunn Industries, Inc., a public Delaware corporation initially incorporated
in 1948 ("Lunn"), with Lunn surviving the merger under the name "Advanced
Technical Products, Inc." We manufacture advanced composite structures, chemical
and biological detection and protection products, and specialty vehicle
electronics through four business units: Intellitec, Lincoln Composites, Lunn
Industries and Marion Composites. These products are categorized into three
principal business segments:

      o     the Aerospace and Defense segment designs, develops and manufactures
            advanced composite material products, including radomes, aircraft
            components, missile and satellite composite structures, engine
            components, rocket motor cases, pressure vessels, relocatable
            shelters, missile launch tubes, torque shafts and fuel tanks, as
            well as a wide range of integrated defense systems, including
            electro-optical systems, chemical and biological detection and
            protection systems, ordnance delivery systems and light-weight
            camouflage systems;

      o     the Commercial Composites segment produces compressed natural gas
            and hydrogen fuel tanks, oilfield tubular products used in the
            exploration and production of oil and gas and other composite-based
            commercial products; and

      o     the Other Products segment primarily manufactures electrical power
            switching products for specialty vehicles, including recreational
            vehicles, motor homes, conversion vans, over-the-road trucks and
            leisure boats.

      Our headquarters are located at 200 Mansell Court East, Suite 505,
Roswell, Georgia 30076. Our general telephone number at our headquarters is
(770) 993-0291.

General Dynamics Corporation

      General Dynamics Corporation is a Delaware corporation formed in 1952 as
successor to the Electric Boat Company. General Dynamics operates in four
primary business groups: Information Systems and Technology, Combat Systems,
Marine Systems and Aerospace.

      o     The Information Systems and Technology group provides defense and
            commercial customers with infrastructure and systems integration
            skills required to process, communicate and manage information
            effectively. The group has market-leading positions in the design,
            deployment and maintenance of wireline and wireless voice and data
            networks; C4ISR (command and control, communications, computers,
            intelligence, surveillance and reconnaissance) systems;
            telecommunications system security; encryption; fiber optics; and
            lifecycle management and support. The group's collective expertise
            in systems design and in key platform subsystems helps General
            Dynamics' Combat Systems, Marine Systems and Aerospace business
            groups to improve their products while maintaining a prime systems
            integration role.

      o     The Combat Systems group provides systems integration, design,
            development, production and support for armored vehicles, armaments,
            munitions and components. Its product lines include a full spectrum
            of armored vehicles; unmanned systems; suspensions, engines and
            transmissions; medium-caliber guns; ammunition handling systems,
            turrets and turret drive systems; medium- and large-caliber
            ammunition; missile components and propellants; space propulsion
            systems and reactive armor.


                                       10
<PAGE>

      o     The Marine Systems group provides the U.S. Navy with combat vessels,
            including nuclear submarines, surface combatants and auxiliary
            ships. The group also provides ship management services for the U.S.
            government and builds commercial ships.

      o     The Aerospace group designs, develops, manufactures, markets, and
            provides maintenance and support services for technologically
            advanced business jet aircraft. The group also supplies special
            mission aircraft to governments.

      General Dynamics' principal executive offices are located at 3190 Fairview
Park Drive, Falls Church, Virginia 22042. Their general telephone number at that
location is (703) 876-3000.

Athena Acquisition I Corporation

      Athena Acquisition I Corporation is a newly-formed Delaware corporation
and a wholly owned subsidiary of General Dynamics. Athena was organized solely
for the purpose of entering into the merger agreement with ATP and has not
conducted any business operations.

                                 SPECIAL FACTORS

Background of the Merger

      In late January 2002, Garrett L. Dominy, our President and CEO, received
an unsolicited telephone call from Arthur J. Veitch, Executive Vice President of
General Dynamics, regarding General Dynamics' potential interest in acquiring
the Company. Mr. Dominy informed Mr. Veitch that while the Company had explored
sale opportunities beginning in January 1999 through June 2000, the Company did
not consider itself for sale nor had it conducted any significant marketing
efforts with respect to such a sale since that time. Nonetheless, Mr. Dominy
indicated that he would direct any bona fide offer to our full Board for their
consideration, and the two agreed to meet at an unspecified future date.

      On February 28, 2002, Mr. Dominy and Gary L. Forbes, our Chairman of the
Board, met with Mr. Veitch, Linda P. Hudson, Vice President of General Dynamics
and President of General Dynamics' Armament Systems, and David K. Heebner, Vice
President of General Dynamics, in Florida to discuss General Dynamics' interest
in the Company. At the conclusion of the meeting, the parties agreed to enter
into a mutually acceptable confidentiality agreement to facilitate discussions
in more detail. The confidentiality agreement was executed on March 11, 2002.

      In mid-March 2002, we forwarded financial diligence materials to Mr.
Veitch regarding the Company. Around the same time period, Mr. Dominy and Mr.
Veitch discussed in a telephone conversation General Dynamics' interest in
exploring an all-cash offer for the Company. Mr. Veitch also indicated that
General Dynamics would try to provide us with a range of enterprise values for
the Company early in the week of March 17th.

      On March 16, 2002, General Dynamics provided the Company with a draft
all-cash merger agreement without pricing terms. Shortly thereafter, General
Dynamics indicated that its preliminary valuation range for the Company was
between $240 and $250 million. On March 20, 2002, our Board, after having been
informed of the preliminary discussions with General Dynamics, met by telephone
conference to discuss the status of negotiations with General Dynamics, and
concluded the meeting by authorizing the Company to move forward with the
negotiations.

      In early April 2002, our division presidents made a business and financial
presentation to several executives of General Dynamics in Alexandria, Virginia
regarding our various operating divisions, their current and historical
financial performance and their prospects.

      Several discussions then took place among the parties relating to the
Company's enterprise value. Based on these discussions, on April 10, 2002, Mr.
Veitch indicated by telephone call to Mr. Dominy that General Dynamics was
prepared to make an all-cash offer of $33.50 per share of common stock (subject
to customary conditions, including the completion of a satisfactory due
diligence review) as compared to our closing common stock price of $28.03 on
April 9, 2002. After extensive discussions among members of our senior
management and Mr. Forbes, followed by further discussions with General
Dynamics, it was determined to proceed based on the assumption of a per share
purchase price of $33.50.


                                       11
<PAGE>

      In mid-April 2002, we formally engaged Houlihan Lokey Howard & Zukin
Financial Advisors, Inc., to serve as our financial advisor for the transaction.
From the middle of April to the end of the month, representatives of the
Company, General Dynamics and their respective advisors met or spoke on numerous
occasions regarding General Dynamics' business, financial and legal due
diligence investigation. During this period, representatives of the Company,
General Dynamics and their respective advisors also engaged in discussions and
negotiations concerning the merger agreement, including valuation matters, and
other related documents. The merger agreement was then substantially finalized,
including the $33.50 per share purchase price, and the agreement was circulated
to the parties.

      At a special board meeting held on April 30, 2002, our Board considered
the proposed merger transaction. Our management presented a comprehensive
analysis of the proposed merger, our legal advisor reviewed with the Board the
principal features of the proposed merger, as well as a discussion of the
fiduciary duties of the directors with respect to the merger. During the board
meeting, Houlihan Lokey verbally described its fairness opinion and the
valuation methods used in connection with its financial analysis of the merger.
After a full discussion among the Board members, the merger agreement and the
transactions contemplated thereby were unanimously approved. Effective April 30,
2002, Houlihan Lokey provided us with its written fairness opinion.

      At a board of directors meeting held on May 1, 2002, General Dynamics'
Board of Directors considered and approved the merger and other related
transactions by unanimous vote.

      On May 2, 2002, the merger agreement was executed by the appropriate
officers of the parties, and the transaction was publicly announced.

Recommendation of Our Board of Directors and Reasons for the Merger

      Our Board of Directors believes that the merger is in the best interest of
the Company and our stockholders. Accordingly, our Board of Directors
unanimously approved the merger agreement and the transactions contemplated by
the merger agreement and unanimously recommends that our stockholders vote "FOR"
adoption of the merger agreement.

      In deciding to approve the merger and related transactions, our Board of
Directors considered a variety of potentially positive factors, including:

      o     the ability of all of our stockholders to simultaneously realize the
            value of their investment at a price level near the record high of
            our common stock and at a significant premium above average
            historical price levels over any meaningful period of time;

      o     the belief by management and our directors that the stocks of
            companies within the defense sector are trading at prices at or near
            their all time highs, an observation confirmed by our financial
            advisors, and are price volatile based on factors outside the
            Company's control, including governmental commitments to defense
            spending and social and political unrest domestically and abroad;

      o     the opinion rendered by Houlihan Lokey regarding the fairness, from
            a financial point of view, of the merger consideration to the
            holders of our common stock (other than General Dynamics and its
            subsidiaries);

      o     the ability of our Board of Directors to enter into discussions with
            other parties in the event that a possible superior proposal is made
            to ATP;

      o     the trend toward defense industry consolidation and reforms in
            government procurement, which favor larger enterprises and which may
            put the Company at a competitive disadvantage;

      o     the downward pressure on the price of our common stock or the
            perception that the price of our common stock may not realize its
            full potential due to the "overhang" in our stock resulting from the
            desire by certain of our large stockholders to liquidate or sell
            significant positions in our stock;

      o     the range of alternative strategies or transactions that might be
            available to us and the prices at which those transactions might be
            implemented;

      o     the absence of any financing condition to General Dynamics'
            obligations to close the transaction and the ability of General
            Dynamics to pay the merger consideration;

      o     the likelihood of satisfying the regulatory and other conditions to
            closing the merger; and


                                       12
<PAGE>

      o     the reputation of General Dynamics within the industry and the
            stability provided to our operational workforce as a result of being
            affiliated with a company of General Dynamics' stature.

      Our Board of Directors also considered the following potentially negative
factors of the merger in its deliberations concerning the merger and the merger
agreement:

      o     that the merger would preclude the holders of our common stock from
            having the opportunity to participate in the future growth of our
            assets;

      o     that the merger is a taxable transaction and, as a result, holders
            of our common stock will be required to pay taxes on any built-in
            gain as a result of their receipt of the cash consideration in the
            transaction;

      o     the covenant in the merger agreement restricting our ability to
            solicit or entertain other potential acquisition proposals;

      o     that we will have to pay a $5.5 million fee if the merger agreement
            is terminated under circumstances specified in the agreement; and

      o     the risks and costs to us if the merger is not consummated, which
            risks and costs would result from, among other things, the extensive
            efforts required to attempt to complete the transaction and the
            significant distractions that our employees will experience during
            the pendency of the transaction.

      Our Board of Directors also considered the potential benefits to certain
directors, officers and employees discussed in the section below entitled
"Interests of ATP Directors and Executive Officers," including the severance
benefits certain executive officers will be entitled to following the merger and
the acceleration and vesting of options to acquire our common stock. The Board
did not believe that these interests should affect its decision to approve the
merger since these interests are primarily based on contractual arrangements
that were in place before the negotiation of the merger agreement and the
Board's view that the judgment and performance of the directors and executive
officers would not be impaired by these interests.

      In the opinion of our Board of Directors, the above factors represent the
material potential positive and negative consequences that could occur as a
result of the merger. In considering the merger, our Board considered the impact
of these factors on our stockholders.

      In view of the wide variety of factors considered by our Board of
Directors, our Board did not find it practicable to, and did not, quantify or
otherwise attempt to assign relative weights to the specific factors considered.
Our Board viewed its position and recommendation as being based on the totality
of the information presented to, and considered by, it. After taking into
consideration all the factors set forth above, our Board determined that the
potential benefits of the merger outweighed the potential detriments associated
with the merger.

Opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc.

      Our Board of Directors engaged Houlihan Lokey to render an opinion as to
the fairness, from a financial point of view, of the consideration to be
received by our public stockholders in connection with the proposed merger. At
the April 30, 2002 meeting of our Board, Houlihan Lokey presented its analysis
and delivered its written opinion that as of such date and based on the matters
described in its opinion, the consideration to be received by our public
stockholders in connection with the merger is fair to them from a financial
point of view.

      Our Board selected Houlihan Lokey based on its reputation, experience and
expertise in the valuation of businesses in connection with mergers and
acquisitions, particularly within the defense sector. Neither Houlihan Lokey nor
its affiliates have had any material business relationships with ATP or our
affiliates during the previous two years. We placed no limitations on the
procedures or investigations undertaken by Houlihan Lokey in connection with
arriving at its opinion.

      We agreed to pay Houlihan Lokey an aggregate fee of $275,000 as
compensation for its services in connection with the merger and related
transactions, as well as reimbursement of its out-of-pocket expenses incurred in
connection with its engagement. No portion of Houlihan Lokey's fee is contingent
upon the successful completion of the merger, any other related transaction, or
the conclusions reached in the Houlihan Lokey opinion. We also agreed to
indemnify Houlihan Lokey and related persons against certain liabilities,
including liabilities under federal securities laws that arise out of the
engagement of Houlihan Lokey, or, if such indemnification is not available to
Houlihan Lokey or


                                       13
<PAGE>

insufficient to hold it harmless, we have agreed to contribute to the amount
paid or payable by Houlihan Lokey as a result of such liabilities in proportion
to the relative benefits received by, and the fault of, the parties, with the
amount of Houlihan Lokey's contribution being capped at its fee amount.

      In arriving at its fairness opinion, Houlihan Lokey, among other things:

      o     reviewed our reports to stockholders and public filings since we
            became publicly-traded on November 3, 1997;

      o     held discussions with members of our senior management to discuss
            our operations and our prospects;

      o     reviewed the historical market prices and trading volume for our
            publicly traded common stock;

      o     reviewed other publicly available financial data for companies that
            it deemed comparable to us, including prices and premiums paid in
            other transactions;

      o     reviewed our audited financial statements for the five years ending
            December 31, 2001;

      o     reviewed forecasts and projections prepared by our management with
            respect to ATP for the three years ending December 31, 2004;

      o     reviewed our management's presentation to General Dynamics;

      o     reviewed the draft Proxy Statement relating to the merger, dated
            April 19, 2002, in the form furnished to it by our legal counsel;

      o     reviewed the draft Agreement and Plan of Merger, dated April 19,
            2002, in the form furnished to it by our legal counsel;

      o     discussed the merger with members of our senior management and our
            legal counsel; and

      o     conducted such other studies, analyses and inquiries as it deemed
            appropriate.

Analyses

      Houlihan Lokey used several methodologies to assess the fairness of the
consideration per share to be received in the proposed merger. The following is
a summary of the material financial analyses used by Houlihan Lokey in
connection with providing its opinion. This summary is qualified in its entirety
by reference to the full text of such opinion, which is attached as Appendix B
to this proxy statement. You are urged to read the full text of the Houlihan
Lokey opinion carefully and in its entirety.

      Houlihan Lokey performed the following analyses in order to assess the
fairness of the consideration to be received by the public stockholders.

      Public Market Pricing: Houlihan Lokey reviewed the historical market
prices and trading volume for our publicly held common stock and reviewed news
articles and press releases relating to ATP. ATP has no analyst coverage.
Houlihan Lokey reviewed our closing stock price on the following bases:

                                            Price                 Premium
                                            -----                 -------
Price on April 29, 2002                    $27.03                  23.9%
Preceding 5-Day Average                    $30.81                   8.7%
Preceding 20-Day Average                   $31.04                   7.9%
Price on  September  10, 2001              $10.52                  218.4%

      Additionally, although our average daily volume to public float ratio is
within the range of comparable companies, ATP's ratio implies only approximately
$800,000 worth of our common stock is traded on a daily basis.


                                       14
<PAGE>

      Market Multiple Methodology: Houlihan Lokey reviewed certain financial
information of a number of publicly traded comparable companies that were
similar to ATP in terms of our operations, product mix, size and our dependence
on the United States Department of Defense for a substantial portion of our
revenues. Houlihan Lokey selected the following as being the most comparable to
ATP:

      o     Barnes Group, Inc.;

      o     Ducommun, Inc.;

      o     Esterline Technologies Corporation;

      o     SPS Technologies, Inc.; and

      o     Triumph Group, Inc.

      Houlihan Lokey calculated certain financial ratios of the comparable
companies based on the most recent publicly available information. After
including a 20% control premium to closing prices as of April 29, 2002, Houlihan
Lokey calculated certain financial ratios, including, the multiples of: (1)
enterprise value ("EV") to latest twelve months ("LTM") and next fiscal year
("NFY") revenues, (2) EV to LTM and NFY earnings before interest, taxes,
depreciation and amortization ("EBITDA"), and (3) EV to LTM and NFY earnings
before interest and taxes ("EBIT") of the comparable companies based on the most
recent publicly available information.

      The analysis showed that the multiples exhibited by the comparable
companies were as follows:

        Multiple           Median         Mean         High          Low
        --------           ------         ----         ----          ---
EV to LTM revenues          1.2x          1.2x         1.66x         0.9x
EV to LTM EBITDA            8.4x          8.5x         9.7x          7.6x
EV to LTM EBIT             11.7x         20.7x         18.7x        11.3x
EV to NFY revenues          1.1x          1.2x         1.7x          0.9x
EV to NFY EBITDA            9.1x          9.1x         10.7x         7.7x
EV to NFY EBIT             15.2x         14.2x         11.1x        16.6x

      Houlihan Lokey derived indications of our Enterprise Value by applying
selected revenue and EBITDA multiples to certain adjusted operating results for
the year ended December 31, 2001 and the projected year ending December 31,
2002. Based on the above, the resulting indications of our Enterprise Value
ranged from approximately $220.3 million to $258.7 million.

      After determining our Enterprise Value, Houlihan Lokey made certain
adjustments to determine our equity value including adjustments to reflect (1)
our current holdings of cash and cash equivalents and (2) our debt obligations.
After consideration of such adjustments, Houlihan Lokey estimated our equity
value using the market multiple methodology to be in the range of $184.7 million
to $223.1 million, or $28.81 per share to $34.80 per share, respectively, on a
fully-diluted basis.


                                       15
<PAGE>

      Comparable Transaction Methodology: Houlihan Lokey reviewed the
consideration paid in twenty acquisitions of controlling interests that occurred
between January 1, 2000 and April 30, 2002, in companies in the Aerospace &
Defense sector. Specifically, Houlihan Lokey reviewed the following
transactions:

             Seller                                        Buyer
             ------                                        -----
Raytheon Aircraft Integration Systems          L-3 Communications Holdings, Inc.
Spar Aerospace Ltd.                            L-3 Communications Holdings, Inc.
Boeing - Sensors & Electronic Systems          DRS Technologies, Inc.
Datron Systems, Inc.                           The Titan Corporation
EER Systems, Inc.                              L-3 Communications Holdings, Inc.
Composite Structures                           Ducommun Incorporated
Newport News Shipbuilding                      Northrop Grumman Corporation
AeroJet-Gen Corp.                              Northrop Grumman Corporation
Humphrey, Inc. (subsidiary of REMEC, Inc.)     Rosemount Aerospace Inc.
BAE Systems Canada                             Oncap, L.P.
Litton Industries, Inc.                        Northrop Grumman Corporation
Primex Technologies, Inc.                      General Dynamics Corporation
Federal Data Corporation                       Northrop Grumman Corporation
Motorola Integrated Information Systems        General Dynamics Corporation
Tech-Sym Corp.                                 Veritas Capital
Honeywell Traffic                              L-3 Communications Holdings, Inc.
Comptek Research, Inc.                         Northrop Grumman Corporation
Howmet International, Inc.                     Alcoa, Inc.
Sterling Software Federal Systems              Northrop Grumman Corporation
AIL Technologies, Inc.                         EDO Corporation

      Houlihan Lokey's analysis showed that the multiples exhibited in the
change of control transactions were as follows:

       Multiple            Median       Mean        High       Low
       --------            ------       ----        ----       ---
EV to LTM revenues         0.97x       1.03x       2.32x      0.48x
EV to LTM EBITDA            8.8x        8.5x       14.3x       4.8x

      In performing its analysis, Houlihan Lokey considered that the merger and
acquisition transaction environment varies over time because of, among other
things, interest rate and equity market fluctuations and industry results and
growth expectations. No company or transaction used in the analysis was directly
comparable to ATP, however, Houlihan Lokey did identify three target companies
that were broadly similar to ATP. Accordingly, Houlihan Lokey reviewed these
transactions to understand the range of multiples of revenue and EBITDA paid for
companies in the Aerospace & Defense industry.

      Houlihan Lokey derived enterprise value indications of ATP by applying
selected revenue and EBITDA multiples to certain adjusted operating results for
the year ended December 31, 2001. Based on the above, the resulting indications
of the enterprise value of the operations of ATP ranged from approximately
$204.4 million to $246.2 million.

      After determining our enterprise value, Houlihan Lokey made certain
adjustments to determine equity value, including adjustments to reflect (1) our
current holdings of cash and cash equivalents, and (2) our debt obligations.
After consideration of such adjustments, Houlihan Lokey estimated our equity
value, using the comparable transaction methodology, to be in the range of
$168.8 million to $210.6 million, or $26.33 per share to $32.85 per share,
respectively, on a fully-diluted basis.

      Discounted Cash Flow Methodology: Houlihan Lokey used certain financial
projections prepared by our management with respect to fiscal years 2002 through
2004. To determine our enterprise value, Houlihan Lokey used our projected pro
forma net debt-free cash flows and applied a weighted average cost of capital of
12% to 14% and terminal EBITDA multiples of 7.0x to 9.0x. Based on the financial
projections and this analysis, Houlihan Lokey calculated indications of the
range of enterprise value between $217.1 million and $284.3 million.


                                       16
<PAGE>

      After determining our Enterprise Value, Houlihan Lokey made certain
adjustments to determine equity value including adjustments to reflect (1) our
current holdings of cash and cash equivalents and (2) our debt obligations.
After consideration of such adjustments, Houlihan Lokey estimated our equity
value using the discounted cash flow methodology to be in the range of $181.5
million to $248.7 million, or $28.32 per share to $38.80 per share,
respectively, on a fully-diluted basis.

Conclusion

      Houlihan Lokey delivered its written opinion dated effective as of April
30, 2002 to our Board stating that, as of that date, based upon the assumptions
made, matters considered and limitations on the review described in its written
opinion, the consideration per share to be received by our public stockholders
in connection with the transaction is fair to them from a financial point of
view.

      As a matter of course, we do not publicly disclose forward-looking
financial information. Nevertheless, in connection with its review, Houlihan
Lokey considered financial projections prepared by our management. The financial
projections were prepared under market conditions as they existed at the time of
their preparation and our management does not intend to provide Houlihan Lokey
with any updated or revised financial projections in connection with the merger.
The financial projections did not take into account any circumstances or events
occurring after the date they were prepared. In addition, factors such as
industry performance, general business, economic, regulatory, market and
financial conditions, as well as changes to the business, financial condition or
results of our operations, may cause the financial projections or the underlying
assumptions to be inaccurate.

      In arriving at its fairness opinion, Houlihan Lokey reviewed key economic
and market indicators, including, growth in the United States Gross Domestic
Product, inflation rates, interest rates, consumer spending levels,
manufacturing productivity levels, unemployment rates and general stock market
performance. Houlihan Lokey's opinion is based on the business, economic, market
and other conditions, as they existed as of April 30, 2002 and on our financial
projections provided to Houlihan Lokey for the three years ending December 31,
2004. In rendering its opinion, Houlihan Lokey relied upon and assumed, without
independent verification that the accuracy and completeness of the financial and
other information provided to Houlihan Lokey by our management, including the
financial projections, was reasonably prepared and reflects the best currently
available estimates of the financial results and condition of ATP; and that no
material changes have occurred in the information reviewed between the date the
information was provided and the date of the Houlihan Lokey opinion. Houlihan
Lokey did not independently verify the accuracy or completeness of the
information supplied to it with respect to ATP and does not assume
responsibility for it. Houlihan Lokey did not make any independent appraisal of
ATP's specific properties or assets.

      Houlihan Lokey was not asked to opine and does not express any opinion as
to: (1) the tax or legal consequences of the merger or (2) the fairness of any
aspect of the merger not expressly addressed in its fairness opinion.

      The Houlihan Lokey opinion does not address the underlying business
decision to effect the transactions; nor does it constitute a recommendation to
any stockholder as to how they should vote at the annual meeting. Houlihan Lokey
has no obligation to update the Houlihan Lokey opinion. Houlihan Lokey did not,
and was not requested by ATP or any other person to, solicit third party
indications of interest in acquiring all or any part of ATP or to make any
recommendations as to the form or amount of consideration in connection with the
transaction. Furthermore, at the request of our Board, Houlihan Lokey has not
negotiated any portion of the transaction or advised our Board with respect to
alternatives to it.

      The summary set forth above describes the material points of more detailed
analyses performed by Houlihan Lokey in arriving at its fairness opinion. The
preparation of a fairness opinion is a complex analytical process involving
various determinations as to the most appropriate and relevant methods of
financial analysis and application of those methods to the particular
circumstances and is therefore not readily susceptible to summary description.
In arriving at its opinion, Houlihan Lokey made qualitative judgments as to the
significance and relevance of each analysis and factor. Accordingly, Houlihan
Lokey believes that its analyses and summary set forth herein must be considered
as a whole and that selecting portions of its analyses, without considering all
analyses and factors, or portions of this summary, could create an incomplete
and/or inaccurate view of the processes underlying the analyses set forth in its
fairness opinion. In its analysis, Houlihan Lokey made numerous assumptions with
respect to ATP, the transaction, industry performance, general business,
economic, market and financial conditions and other matters, many of which are
beyond the control of the respective entities. The estimates contained in such
analyses are not necessarily indicative of actual values or


                                       17
<PAGE>

predictive of future results or values, which may be more or less favorable than
suggested by such analyses. Additionally, analyses relating to the value of
ATP's businesses or securities are not appraisals. Accordingly, such analyses
and estimates are inherently subject to substantial uncertainty.

      The full text of Houlihan Lokey's opinion, which describes, among other
things, the assumptions made, general procedures followed, matters considered
and limitations on the review undertaken by Houlihan Lokey in rendering its
opinion is attached hereto and is incorporated herein by reference. The summary
of the Houlihan Lokey opinion in this proxy statement is qualified in its
entirety by reference to the full text of the Houlihan Lokey opinion. You are
urged to read Houlihan Lokey's opinion in its entirety.

Interests of ATP Directors and Executive Officers

      When you consider the recommendations of our Board of Directors, you
should be aware that our directors and executive officers may have interests in
the merger that are different from, or in addition to, the interest of other ATP
stockholders. Our Board of Directors was aware of these interests and considered
them when it approved the merger agreement. These interests are summarized
below.

Employment Agreements

      ATP is a party to an employment agreement with each of its executive
officers named below:

Executive Officer                                  Title
-----------------                                  -----
Garrett L. Dominy.....................  President and Chief Executive Officer
H. Dwight Byrd........................  Vice President
Brian W. Hodges.......................  Vice President
Richard J. Rashilla...................  Vice President
James P. Hobt.........................  Vice President, Chief Financial Officer,
                                        Secretary and Treasurer
Michael Kohler........................  Vice President

      If the merger is consummated, the executive officers will be replaced by
the executive officers of Athena and each executive officer will be entitled to
certain payments and benefits under his employment agreement. Pursuant to his
employment agreement, Mr. Dominy, if terminated, will receive severance payments
equivalent to 36 months of his base salary in effect on the date of termination.
The other executive officers named above, if terminated, will receive severance
payments equivalent to 12 months of their respective base salary in effect on
the date of termination. Any severance payments will be payable at the times
salaries would normally be paid under the employment agreements. Terminated
executive officers will also receive all unpaid incentive bonus and benefits
awarded or accrued up to the date of termination.

      The dollar value of the salary, accrued incentive bonus, estimated at June
30, 2002, and total severance payments to be paid to each executive officer if
they are terminated is set forth in the table below. Benefit plan information is
set forth in the following section.

                                            Accrued       Total
Executive Officer              Salary        Bonus      Severance
-----------------              ------        -----      ---------
Garrett L. Dominy           $ 1,170,000    $ 39,000    $ 1,209,000
H. Dwight Byrd              $   243,000    $ 14,580    $   257,580
Brian W. Hodges             $   200,000    $ 12,000    $   212,000
Richard J. Rashilla         $   190,000    $ 11,400    $   201,400
James P. Hobt               $   195,000    $ 11,700    $   206,700
Michael Kohler              $   125,000    $  7,500    $   132,500

      It is expected that Messrs. Byrd, Hodges, Rashilla and Kohler will
continue to be employed by the surviving company with the same general
responsibilities as they currently have with ATP. The specific terms of their
employment are being negotiated between the officers and General Dynamics.


                                       18
<PAGE>

Benefit Plans

      Upon completion of the merger, all outstanding warrants to purchase our
common stock and all outstanding stock options that have been granted under any
of our incentive plans, whether vested or unvested, will be cancelled and
entitle the holder to receive cash in an amount equal to the product of (1) the
excess, if any, of the per share merger consideration over the per share
exercise price of the option or warrant (subject to adjustment for any stock
split, reverse stock split, stock dividend, subdivision, combination,
recapitalization, or similar transaction) and (2) the number of shares of common
stock underlying the option or warrant.

      The table below sets forth the number of shares of our common stock
underlying options owned by each of our directors and executive officers, the
weighted average exercise price for those options, and the aggregate cash each
of our officers and directors will be entitled to receive as a result of the
cancellation of these options at the effective time.

                                            Weighted Average   Aggregate Cash to
                        Number of Shares     Exercise Price       be Received
Officer or Director    Underlying Options    of Options ($)     for Options ($)
-------------------    ------------------    --------------     ---------------
H. Dwight Byrd              35,000            $   6.6259          $  940,593
James S. Carter              7,777            $   6.1277          $  212,875
Garrett L. Dominy           82,000            $   8.5664          $2,044,559
Sam P. Douglass             12,318            $  14.1077          $  238,875
Gary L. Forbes              12,318            $  14.1077          $  238,875
James P. Hobt               31,510            $   3.6184          $  941,570
Brian W. Hodges             37,989            $   6.1369          $1,039,499
Richard J. Rashilla         42,548            $   4.8374          $1,219,536
Robert C. Sigrist           12,318            $  14.1077          $  238,875
John M. Simon               12,318            $  13.6267          $  244,800
John H. Tilelli, Jr         10,277            $   8.2464          $  259,531
Lawrence E. Wesneski        12,318            $  14.1077          $  238,875
Johnnie E. Wilson           10,277            $   5.4961          $  287,797
Michael Kohler               9,000            $   8.4868          $  225,119

      Our executive officers and directors are entitled to participate in the
ATP Deferred Compensation Plan (the "Deferred Compensation Plan"). The merger
agreement requires us to terminate the Deferred Compensation Plan immediately
prior to the effective time of the merger. Upon termination of the Deferred
Compensation Plan, each executive officer and director participating in the plan
will receive a lump-sum distribution of his interest in the plan net of any
applicable withholding for taxes.

Directors and Officers Insurance

      See "THE MERGER AGREEMENT--Indemnification" on page 29 below.

Effects of the Merger

      As a result of the merger, our public stockholders will receive cash for
their shares of our common stock, and will therefore no longer have the
opportunity to continue their equity interest in ATP as an ongoing corporation
and, thus, will not share in the future earnings and potential growth of ATP.
Upon consummation of the merger, our shares of common stock will no longer be
traded on The Nasdaq National Market, and the registration of our shares of
common stock under the Exchange Act will be terminated. Furthermore, following
the merger we will no longer be a reporting company under the Exchange Act.


                                       19
<PAGE>

Material United States Federal Income Tax Consequences

      The following discussion summarizes the material United States federal
income tax consequences of the merger relevant to the holders of ATP common
stock. The following discussion does not address any other taxes that might be
applicable, such as tax consequences arising under the tax laws involving
estates or gifts or of any state, locality or foreign jurisdiction. This
discussion assumes that the shares of ATP common stock are held as capital
assets within the meaning of Section 1221 of the United States Internal Revenue
Code.

      This discussion of United States federal income tax considerations is
based on currently existing provisions of the United States Internal Revenue
Code, the applicable Treasury Regulations promulgated thereunder, judicial
decisions and administrative interpretations, all of which are subject to
change, possibly on a retroactive basis. The United States Internal Revenue
Service may take a different position with respect to matters discussed herein.

      This discussion does not address all aspects of United States federal
income tax that may be relevant to a particular stockholder in light of such
stockholder's personal circumstances or to stockholders who are subject to
special treatment under United States tax law, such as:

      o     tax exempt organizations;

      o     financial institutions, insurance companies, and broker-dealers or
            persons who have elected or are required to use the mark-to-market
            method of accounting with respect to their securities holdings;

      o     investors in pass through entities;

      o     persons who hold their ATP stock as part of a hedge, straddle, wash
            sale, synthetic security, conversion transaction or other integrated
            investment comprised of ATP stock and one or more other investments;

      o     persons who acquired their ATP shares through a benefit plan or
            otherwise in a compensatory transaction; or

      o     stockholders who have a functional currency other than the United
            States dollar.

      An ATP stockholder will recognize gain or loss on the sale of stock in the
merger in an amount equal to the difference between the amount of cash received
from the sale and the stockholder's tax basis in the stock. The stockholder's
tax basis in the stock generally will be its cost to the stockholder. In the
case of a noncorporate stockholder, the federal income tax rates applicable to
capital gains may apply and will depend on the stockholder's holding period for
the stock, with a preferential long-term capital gains rate available for stock
held for more than one year that varies according to the stockholder's marginal
tax rate for ordinary income. The deductibility of capital losses is subject to
various limitations depending on the stockholder's particular facts.

      ATP stockholders exercising appraisal rights will be taxed in the same
manner as ATP stockholders not exercising their appraisal rights, with gain or
loss on the transaction equal to the difference between the amount actually
received and such stockholder's tax basis in such shares.

      Persons who hold warrants to acquire ATP common stock, other than warrants
received as compensation, will recognize gain or loss on the cancellation of the
warrant in the merger equal to the difference between the amount received from
the cancellation and the holder's tax basis in the warrant. Assuming the warrant
is held as a capital asset, such gain or loss will be a capital gain or loss
taxed in the same manner as capital gain or loss from the sale of stock as
discussed above. Eligibility for preferential long-term capital gain tax rates
on the cancellation of a warrant will be based on the holding period of the
warrant.

      No gain or loss will be recognized on the exercise of a warrant. The
warrant holder's tax basis in the ATP common stock received from such exercise
will be equal to the sum of the holder's tax basis in the warrant plus the
amount paid to exercise the warrant. However, the holding period of the ATP
common stock received upon such exercise will commence on the date of exercise
of the warrant and will not include the holding period of the warrant.

      Persons holding warrants or options to purchase ATP common stock received
as compensation for services will generally recognize ordinary compensation
income in the merger equal to the amount received on cancellation of the
compensatory warrant or option. ATP common stock previously acquired by exercise
of a compensatory option


                                       20
<PAGE>

may be treated as a capital asset or a non-qualifying disposition of an
incentive stock option, depending on the facts of the transaction. Such persons
should consult with their personal tax advisors with respect to such options and
stock.

      ATP is not a United States Real Property Holding Company. Accordingly, ATP
stockholders who are not United States persons will generally not be subject to
United States income tax on the sale of ATP common stock in the merger, unless
such shares are effectively connected with the conduct of a United States trade
or business. ATP stockholders who are not United States persons should consult
with their personal tax advisors regarding the tax consequences of the merger in
both the United States and other applicable jurisdictions.

      Backup withholding at a rate of up to 31% may apply to payments made in
connection with the merger. Backup withholding will not apply, however, to a
stockholder who:

      o     furnishes a correct taxpayer identification number and certifies
            that it is not subject to backup withholding on the Form W-9
            included with the letter of transmittal to be delivered to the ATP
            stockholders following the completion of the merger,

      o     provides a certification of foreign status on Form W-8BEN, Form
            W-8ECI, Form W-8EXP, or Form W-8IMY, as applicable, or

      o     is otherwise exempt from backup withholding.

      The above discussion is not a substitute for an individual analysis of the
tax consequences of the merger to an ATP stockholder. Each stockholder should
consult a tax advisor as to the United States federal income tax consequences of
the merger, including any such consequences arising from the particular facts
and circumstances of the stockholder. Stockholders should also consult a tax
advisor as to any estate, gift, state, local or foreign tax consequences of the
merger.

Appraisal Rights

      Under Delaware law, our stockholders are entitled to appraisal rights in
connection with the merger. However, under the merger agreement, General
Dynamics is not obligated to close the merger if stockholders holding an
aggregate of greater than 15% of our outstanding common stock have properly
delivered written demand for appraisal of their shares under Delaware law.

      The following is a summary of the material provisions of Section 262 of
the General Corporation Law of the State of Delaware. The full text of Section
262 of the General Corporation Law of the State of Delaware is attached to this
proxy statement as Appendix C, which you are encouraged to read.

      If the merger is completed, each ATP stockholder who (1) files written
notice with ATP of an intention to exercise rights to appraisal of his or her
shares prior to the ATP annual meeting, (2) does not vote in favor of the merger
and (3) follows the procedures set forth in Section 262, will be entitled to be
paid the fair value in cash for his or her ATP common stock by the surviving
corporation. The fair value of the ATP common stock will be determined by the
Delaware Court of Chancery, exclusive of any element of value arising from the
merger. The ATP common stock for which ATP stockholders have perfected their
appraisal rights in accordance with Section 262 and have not effectively
withdrawn or lost their appraisal rights are referred to in this proxy statement
as the "dissenting shares."

      Within ten days after the effective date of the merger, the surviving
company must mail a notice to all ATP stockholders who have complied with (1)
and (2) above notifying such ATP stockholders of the effective date of the
merger. Within 120 days after the effective date, holders of dissenting shares
may file a petition in the Delaware Court of Chancery for the appraisal of their
shares, although they may, within 60 days of the effective date, withdraw their
demand for appraisal and accept the terms offered upon the merger. Within 120
days of the effective date, the holders of dissenting shares may also, upon
written request, receive from the surviving company a statement setting forth
the aggregate number of shares with respect to which demands for appraisal have
been received.

      Appraisal rights are available only to the record holder of shares. If you
wish to exercise appraisal rights but have a beneficial interest in shares that
are held of record or in the name of another person, such as a broker or
nominee, you should act promptly to cause the record holder to follow the
procedures set forth in Section 262 to perfect your appraisal rights.


                                       21
<PAGE>

      A demand for appraisal should be signed by or on behalf of a stockholder
exactly as the stockholder's name appears on the stockholder's stock
certificates. If the shares are owned of record in a fiduciary capacity, such as
by a trustee, guardian or custodian, the demand should be executed in that
capacity, and if the shares are owned of record by more than one person, as in a
joint tenancy or tenancy in common, the demand should be executed by or on
behalf of all joint owners. An authorized agent, including one or more joint
owners, may execute a demand for appraisal on behalf of a record holder;
however, in the demand the agent must identify the record owner or owners and
expressly disclose that the agent is executing the demand as an agent for the
record owner or owners. A record holder such as a broker who holds shares as
nominee for several beneficial owners may exercise appraisal rights for the
shares held for one or more beneficial owners and not exercise appraisal rights
for the shares held for other beneficial owners. In this case, the written
demand should state the number of shares for which appraisal rights are being
demanded. When no number of shares is stated, the demand will be presumed to
cover all shares held of record by the broker or nominee.

      If any stockholder who demands appraisal of his or her shares under
Section 262 fails to perfect, or effectively withdraws or loses the right to
appraisal, his or her shares will be converted into a right to receive the
consideration with respect to the holder's dissenting shares in accordance with
the merger agreement. Dissenting shares lose their status as dissenting shares
if:

      o     the merger is abandoned;

      o     the dissenting stockholder fails to make a timely written demand for
            appraisal;

      o     the dissenting shares are voted in favor of the merger;

      o     neither the surviving company nor the stockholder files a complaint
            or intervenes in a pending action within 120 days after the
            effective date of the merger; or

      o     the stockholder delivered to the surviving company, within 60 days
            of the effective date of the merger, or thereafter with the
            surviving company's approval, a written withdrawal of the
            stockholder's demand for appraisal of the dissenting shares,
            although no appraisal proceeding in the Delaware Court of Chancery
            may be dismissed as to any stockholder without the approval of the
            court.

      Failure to follow the steps required by Section 262 of the General
Corporation Law of the State of Delaware for perfecting appraisal rights may
result in the loss of appraisal rights, in which event a stockholder will be
entitled to receive the consideration with respect to the holder's dissenting
shares in accordance with the merger agreement. In view of the complexity of the
provisions of Section 262 of the General Corporation Law of the State of
Delaware, stockholders who are considering objecting to the merger should
consult their own legal advisors.

Regulatory Approvals

      There are no regulatory requirements that remain to be complied with in
order to consummate the merger except for (1) expiration or early termination of
the waiting period required under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, (2) the filing with the Securities and Exchange Commission of such
reports under Section 13(a) of the Exchange Act as may be filed in connection
with the merger agreement and the transactions contemplated thereby, and (3) the
filing of the certificate of merger with the Secretary of State of the State of
Delaware with respect to the merger as provided in the General Corporation Law
of the State of Delaware. The requisite filings under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 were made with the Antitrust Division of the
Department of Justice and the Federal Trade Commission, and the waiting period
began to run, on May __, 2002.

      We are not aware of any other significant government or regulatory
approvals that need to be obtained, or waiting periods with which we need to
comply, to complete the merger. If we discover that other approvals or waiting
periods are required, we will seek to obtain or comply with them. If any
approval or action is needed, however, we may not be able to obtain it. Even if
we could obtain the approval, conditions may be placed on it that could cause us
or General Dynamics to abandon the merger even if we receive stockholder
approval.


                                       22
<PAGE>

Source of Funds

      General Dynamics has informed us that the aggregate merger consideration
(including payments to be made in connection with the cancellation of
outstanding options and warrants) of approximately $213.8 million to be paid to
our stockholders (and option and warrant holders) will be financed through
existing cash reserves or the issuance of commercial paper.

                              THE MERGER AGREEMENT

      This is a summary of the material provisions of the merger agreement, a
copy of which is attached as Appendix A to this proxy statement and incorporated
in this document by reference. This summary is qualified in its entirety by, and
made subject to, the more complete information set forth in the merger
agreement. You should refer to the full text of the merger agreement for details
of the merger and the terms and conditions of the merger agreement.

The Merger

      When the merger occurs, Athena Acquisition I Corporation, a wholly owned
subsidiary of General Dynamics, will be merged with and into ATP. ATP will
survive the merger and will become a wholly owned subsidiary of General
Dynamics.

      In the merger, each share of our common stock (except for certain shares
held directly or indirectly by General Dynamics, Athena or ATP, or for which
appraisal rights have been properly exercised) outstanding immediately before
the merger will be converted into the right to receive $33.50 in cash, without
interest. Each stockholder (other than General Dynamics) will no longer have any
rights with respect to the shares of our common stock, except for the right to
receive the merger consideration and any declared and unpaid dividend with
respect to such common stock.

      Each option and warrant to purchase shares of common stock that is
outstanding and unexercised, whether vested or unvested, immediately prior to
the effective time of the merger, will be cancelled as of the effective time and
will be converted at the effective time into the right to receive cash in an
amount equal to the product of (1) the excess, if any, of the per share merger
consideration over the per share exercise price of the option or warrant
(subject to adjustment for any stock split, reverse stock split, stock dividend,
subdivision, combination, recapitalization, or similar transaction) and (2) the
number of shares of common stock underlying the option or warrant.

Effective Time of the Merger

      The completion of the merger will take place no later than the third
business day following the date when the last of the conditions to the merger is
satisfied or waived, or at any other time, date or place on which General
Dynamics and we mutually agree. On the closing of the merger, we will cause a
certificate of merger to be filed with the Delaware Secretary of State. The
merger will become effective upon our filing of such certificate of merger with
the Delaware Secretary of State or such later date or time as may be set forth
in such certificate of merger.

Payment for Shares

      As soon as reasonably practicable following the effective time of the
merger, General Dynamics is required to establish a payment fund by depositing
with its paying agent the total merger consideration.

      As soon as reasonably practicable after the effective time of the merger,
General Dynamics must instruct its paying agent to mail to each record holder of
our common stock a letter of transmittal and instructions for the surrender of
stock certificates to the paying agent in exchange for payment of the merger
consideration. After surrendering stock certificates to the paying agent,
together with a properly completed letter of transmittal and all other documents
and materials required by the paying agent to be delivered in connection
therewith, the holder of such stock certificate will be entitled to receive the
merger consideration with respect to the shares represented by such certificate.
Until so surrendered, each outstanding stock certificate will be deemed after
the effective time of the merger, for all corporate purposes, to evidence the
right to receive the merger consideration into which the shares represented by
such certificate have been converted. Each surrendered share will be canceled.
No interest will be paid or accrued on the merger consideration.


                                       23
<PAGE>

      If a transfer of ownership of any shares of our common stock is made
before the effective time of the merger and is not registered in our transfer
records, the merger consideration into which those shares have been converted
will be paid to the transferee only if the certificate representing such stock
is presented to the paying agent as provided above, and accompanied by all
documents required to evidence and effect such transfer and to evidence that all
applicable stock transfer taxes have been paid.

      You should not send in your stock certificates until you receive a letter
of transmittal. All cash paid upon the surrender of stock certificates in
accordance with the merger agreement will be in full satisfaction of all rights
pertaining to the underlying shares, other than any rights pertaining to any
declared and unpaid dividends on our common stock.

      Any portion of the payment fund that remains undistributed 180 days after
the effective time of the merger will be delivered to General Dynamics upon
demand and each holder of shares of our common stock who has not previously
surrendered stock certificates as provided above must thereafter look only to
General Dynamics for satisfaction of any claims for merger consideration.
Neither General Dynamics, Athena nor the company surviving the merger will be
liable to any former holder of our common stock for any portion of the merger
consideration delivered to any public official pursuant to any applicable
abandoned property, escheat or similar law.

      If your stock certificate has been lost, stolen or destroyed, you will be
entitled to obtain payment only by signing an affidavit and, if required by
General Dynamics, posting a bond in an amount sufficient to protect General
Dynamics against claims related to your stock certificate.

      General Dynamics is entitled to deduct and withhold from the merger
consideration otherwise payable to any former holder of our common stock all
amounts required by federal and state income and payroll tax laws to be deducted
therefrom. All withheld amounts will be treated as having been paid to any
former holder of our common stock from whom these amounts were withheld. For a
discussion of certain of these withholding obligations see "SPECIAL FACTORS -
Material United States Federal Income Tax Consequences" beginning on page 24.

Payment for Options and Warrants

      The cash payments for employee options and warrants will be made by ATP as
the surviving corporation promptly following the effective time, and will be
paid net of any applicable federal or state withholding taxes.

Representations and Warranties

      In the merger agreement, we make various customary representations and
warranties subject to exceptions that were disclosed to General Dynamics. These
representations and warranties cover various matters, such as:

      o     our and our subsidiaries' corporate organization and similar
            corporate matters;

      o     our capital structure and that of our subsidiaries;

      o     authorization, execution, delivery, performance and enforceability
            of, and required consents, approvals and authorizations relating to,
            the merger agreement and related matters;

      o     the stockholder vote required to approve the merger and the
            transactions contemplated by the merger agreement;

      o     the filing of required statements, reports, schedules, forms and
            other documents with the SEC and their accuracy;

      o     the completeness and accuracy of this proxy statement;

      o     liabilities;

      o     the absence of certain material adverse changes since December 31,
            2001;

      o     litigation and compliance by us and our subsidiaries with laws and
            permits;

      o     our and our subsidiaries' material contracts, including any
            government contracts;

      o     our and our subsidiaries' tax returns and other tax matters;


                                       24
<PAGE>

      o     our and our subsidiaries' employee benefit plans;

      o     environmental matters affecting us and our subsidiaries;

      o     title to all properties and assets owned by us and our subsidiaries;

      o     intellectual property necessary for our or our subsidiaries'
            business or operations;

      o     labor matters affecting us and our subsidiaries;

      o     action taken by us to prevent the merger from triggering certain
            provisions of our stockholder rights agreement;

      o     the existence and sufficiency of our insurance policies and those of
            our subsidiaries;

      o     brokers' fees with respect to the merger; and

      o     completeness and accuracy of representations and warranties,
            documents and certificates.

      The merger agreement also contains customary representations and
warranties by General Dynamics and Athena relating to:

      o     their corporate organization and similar corporate matters;

      o     authorization, execution, delivery, performance and enforceability
            of, and required consents, approvals and authorizations relating to,
            the merger agreement and related matters;

      o     brokers' fees with respect to the merger;

      o     absence of ownership of our common stock by General Dynamics or any
            of its subsidiaries; and

      o     availability of adequate cash funds to pay the merger consideration;

Covenants

General

      General Dynamics, Athena and we have agreed, subject to the terms and
conditions of the merger agreement, to take all actions and do all things
necessary, proper or advisable to perform our obligations under the merger
agreement and to use our respective reasonable best efforts to consummate and
make effective the transactions contemplated by the merger agreement as promptly
as reasonably practicable. The material covenants in the merger agreement are
summarized below.

Further Assurances

      The parties have agreed to give all notices to third parties and
governmental entities and to use our respective best efforts to obtain all
required consents and approvals. The parties have also agreed to use their best
efforts to prevent any preliminary or permanent injunction or other order by a
governmental entity that seeks to modify, delay or prohibit the consummation of
the transactions contemplated by the merger agreement, including under antitrust
laws, and if issued, to appeal any such injunction or order through the
appellate court or body for the relevant jurisdiction. General Dynamics and we
have also agreed to make a filing under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 within ten business days following the execution of the
merger agreement and to use our respective best efforts to obtain early
termination of the applicable waiting periods. The foregoing will not require
General Dynamics or any of its subsidiaries to enter into any agreement, consent
decree or other commitment requiring General Dynamics or any of its subsidiaries
to (1) divest or hold separate any assets of ATP or our subsidiaries, or General
Dynamics or its subsidiaries, (2) litigate, pursue or defend any action or
proceeding challenging any of the transactions contemplated by the merger
agreement as violative of any antitrust laws, or (3) take any other action which
would, individually or in the aggregate, reasonably be expected to have a
material adverse effect on the business, condition (financial or otherwise),
assets, liabilities, operations or results of operations of General Dynamics and
its subsidiaries taken as a whole.


                                       25
<PAGE>

Interim Conduct of the Company

      We have agreed, with certain exceptions, that without the prior written
approval of General Dynamics, from and after the date of the merger agreement
through the closing of the merger, we will, and will cause each of our
subsidiaries to:

      o     conduct our operations in accordance with our ordinary course of
            business, consistent with past practice; and

      o     use our best efforts to preserve our business organizations, keep
            available the services of current officers and employees, preserve
            the goodwill of those having business relationships with us and our
            subsidiaries, preserve relationships with customers, creditors and
            suppliers, maintain books, accounts and records and comply in all
            material respects with applicable laws.

      We have also agreed, with certain exceptions, that without the prior
written consent of General Dynamics, we will not, and will cause our
subsidiaries not to:

      o     amend any certificate of incorporation or by-laws or file any
            certificate of designation or similar instrument with respect to any
            shares of authorized but unissued capital stock;

      o     authorize or effect any stock split or combination or
            reclassification of shares of capital stock;

      o     declare or pay any dividend or distribution with respect to capital
            stock (other than dividends payable by our subsidiaries to us or
            other subsidiaries);

      o     authorize for issuance or issue, sell, pledge or deliver any shares
            of capital stock (other than in connection with the exercise of
            currently outstanding stock options and warrants), rights to
            purchase shares of capital stock or any securities exercisable or
            exchangeable for or convertible into shares of capital stock;

      o     repurchase, redeem or otherwise acquire for value any shares of
            capital stock or any other securities exercisable or exchangeable
            for or convertible into shares of capital stock;

      o     merge or consolidate with any entity;

      o     sell, lease, license, encumber or otherwise dispose of any assets or
            any interests in assets that are material, individually or in the
            aggregate, to us and our subsidiaries taken as a whole, including
            any shares of the capital stock of any of our subsidiaries, other
            than assets used, consumed, replaced or sold in the ordinary course
            of business, consistent with past practice;

      o     liquidate, dissolve or effect any recapitalization or reorganization
            in any form;

      o     acquire any interest in any business or enter into any joint venture
            or partnership, joint development agreement, strategic alliance or
            similar agreement;

      o     create, incur, endorse, assume or otherwise become liable for or
            suffer to exist any indebtedness for borrowed money (including
            capital lease obligations) or guarantee such indebtedness or issue
            or sell any debt securities or securities convertible into debt
            securities, or guarantee the debt securities of others, other than
            indebtedness existing as of the date of the merger agreement,
            borrowings under existing credit lines in the ordinary course of
            business, consistent with past practice, and intercompany
            indebtedness among us and our subsidiaries arising in the ordinary
            course of business, consistent with past practice;

      o     create, incur, assume or suffer to exist any lien affecting any of
            our material assets or properties (other than certain permitted
            liens);

      o     except as required by changes in generally accepted accounting
            principles, change any of the accounting principles or practices
            used as of December 31, 2001, or revalue in any material respect any
            of our assets or properties, other than write-downs of inventory or
            accounts receivable in the ordinary course of business, consistent
            with past practice, or manage working capital other than in the
            ordinary course of business, consistent with past practice;

      o     except for any increase required under the terms of any collective
            bargaining agreement or consulting, executive or employment
            agreement in effect as of the date of the merger agreement or as set
            forth in the disclosure letter to the merger agreement, increase the
            compensation payable or to become payable to


                                       26
<PAGE>

            officers and salaried employees whose base salary exceeds $75,000 or
            increase any bonus, insurance, pension or other benefit plan,
            payment or arrangement made to, for or with any such officers or
            salaried employees, or grant any severance or termination pay to any
            executive officer or director, or to any other employee, except
            payments made in connection with the termination of employees who
            are not executive officers in amounts consistent with policies and
            past practice or pursuant to written agreements in effect;

      o     enter into any contract or commitment or engage in any transaction
            with any affiliated person or entity (other than us or our
            subsidiaries) or enter into any contract or commitment or engage in
            any transaction with any unaffiliated person or entity or make any
            capital expenditure, capital commitment, additions to property,
            plant or equipment if the aggregate dollar value would be in excess
            of $500,000 or would have a term of greater than one year;

      o     make or change any material tax election or settle or compromise any
            material tax liability, change in any material respect any
            accounting method in respect of taxes, file any amendment to a
            material tax return, enter into any closing agreement, settle any
            material claim or material assessment in respect of taxes, or
            consent to any extension or waiver of the limitation period
            applicable to any claim or assessment in respect of taxes, except in
            the ordinary course of business;

      o     engage in any "reportable transaction," including any "listed
            transaction," within the meaning of Section 6011 of the Internal
            Revenue Code or any other applicable federal law including any
            Internal Revenue Service ruling, procedure, notice or other
            pronouncement;

      o     pay, discharge or satisfy any material claims, liabilities or
            obligations, other than the payment, discharge and satisfaction in
            the ordinary course of business of liabilities reflected on or
            reserved for in the consolidated financial statements or otherwise
            incurred in the ordinary course of business, consistent with past
            practice;

      o     settle or compromise any material pending or threatened suit, action
            or proceeding;

      o     hold any meeting of our stockholders, except the meeting to which
            this proxy statement relates or to the extent required by the
            request of the stockholders entitled to call a meeting under our
            by-laws or Delaware law;

      o     take, or omit to take, any action that would reasonably be expected
            to result in a material violation of law or cause a termination of
            or material breach of or default under any material agreement;

      o     undertake any office closing or employee layoffs, other than in the
            ordinary course of business consistent with past practice;

      o     amend, suspend or terminate our stockholder rights agreement or
            redeem the rights thereunder; or

      o     agree, resolve or commit to do any of the foregoing or any other
            action that could cause or could be reasonably likely to cause any
            of the conditions to the merger to not be satisfied.

Proxy Statement

      If before the effective time of the merger, we discover any matter that
should be set forth in an amendment or a supplement to this proxy statement, we
must promptly inform General Dynamics in writing and prepare and distribute such
appropriate amendments or supplements. Except as provided below in
"--Covenants--Nonsolicitation of Acquisition Proposals," our Board of Directors
must at all times prior to and during the stockholders meeting, recommend to our
stockholders the adoption of the merger agreement, the merger and the
transactions contemplated thereby and use its best efforts to solicit such
approval by our stockholders.

Additional Reports

      We must furnish to General Dynamics copies of any document we file with
the SEC on or after the date of the merger agreement, and we have represented
and warranted that as of the respective dates of those documents, the documents
will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated in such documents or necessary in order to
make the statements in the documents, in light of the circumstances under which
they were made, not misleading. We have also represented that any unaudited
consolidated interim financial statements included in such documents (including
any related notes and schedules) will fairly present, in all material respects,
our financial position.


                                       27
<PAGE>

Nonsolicitation of Acquisition Proposals

      We and our subsidiaries, and each of our respective directors, officers,
employees, agents and representatives have agreed:

      o     to cease any discussions or negotiations conducted prior to the date
            of the merger agreement with any parties other than General Dynamics
            with respect to any acquisition proposal (defined below);

      o     not to initiate, encourage, induce, facilitate or solicit, directly
            or indirectly, any inquiries with respect to, or the making of, any
            acquisition proposals; and

      o     not to engage in or continue any negotiations or discussions with,
            furnish any information or data to, or enter into any letter of
            intent, agreement in principle, acquisition agreement or similar
            agreement, arrangement or understanding with any party relating to
            any acquisition proposal.

      Notwithstanding the foregoing, prior to the adoption of the merger
agreement by our stockholders, our Board of Directors may, in response to a bona
fide, unsolicited acquisition proposal that it determines in good faith (after
consulting with an independent financial advisor) is reasonably likely to result
in or lead to a superior proposal (defined below) and if and only to the extent
that our Board of Directors determines in good faith (after consultation with
outside legal counsel) that such action would be legally required in order to
comply with their fiduciary duties to our stockholders under applicable laws:

      o     furnish information to the person making such superior proposal
            pursuant to a confidentiality agreement containing provisions at
            least as restrictive with respect to such person as the restrictions
            on General Dynamics contained in the confidentiality agreement
            between General Dynamics and us; and

      o     participate in discussions or negotiations with the person making
            such superior proposal.

      Within 24 hours after we receive any acquisition proposal, we must provide
General Dynamics with documentation setting forth in reasonable detail the terms
and conditions of the acquisition proposal, including the identity of the
acquiring party. We must promptly inform General Dynamics of the status and
content of any discussions or negotiations involving any acquisition proposal
and promptly furnish General Dynamics any non-public ATP business and financial
information furnished in connection with the acquisition proposal. Within 24
hours after any determination by our Board of Directors that an acquisition
proposal may be a superior proposal, we must notify General Dynamics of such
determination.

      We have agreed that neither our Board of Directors nor any committee of
the Board will:

      o     withdraw or modify, or propose publicly to withdraw or modify, in a
            manner adverse to General Dynamics, the approval or recommendation
            by our Board of Directors of the merger or the merger agreement;

      o     approve or recommend, or propose publicly to approve or recommend,
            any other acquisition proposal;

      o     cause us to enter into any other acquisition agreement; or

      o     redeem or otherwise render inapplicable our stockholder rights
            agreement, or the rights granted thereunder in response to any other
            acquisition proposal;

      unless   prior  to  the   adoption  of  the  merger   agreement  by  our
stockholders, our Board of Directors:

      o     receives a superior proposal that is not subject to any financing
            condition; and

      o     determines in good faith (after consultation with outside legal
            counsel) that such action would be legally required in order for our
            directors to comply with their respective fiduciary duties to our
            stockholders under applicable laws.

      In such event we must immediately inform General Dynamics orally and in
writing of the material terms and conditions of such superior proposal and the
identity of the person making it, and if any superior proposal is in writing, we
must immediately deliver a copy of the proposal to General Dynamics.


                                       28
<PAGE>

      Despite any other provision of the merger agreement, if, prior to the
adoption of the merger agreement by our stockholders, our Board of Directors
determines, in its good faith judgment, that an acquisition proposal is a
superior proposal, our Board of Directors may terminate the merger agreement
(subject to our obligations under the merger agreement's termination
provisions); provided, that:

      o     we provide at least five business days prior written notice to
            General Dynamics of our intention to terminate the merger agreement;

      o     during such five business day period (or longer period if extended
            by General Dynamics and us), we negotiate in good faith with General
            Dynamics regarding such changes as General Dynamics may propose to
            the terms of the merger agreement, with the intent of enabling
            General Dynamics to agree to a modification of the merger agreement
            so that the transactions contemplated by the merger agreement may be
            consummated;

      o     after expiration of the five business day period, the acquisition
            proposal remains a superior proposal (taking into account any
            modifications to the terms thereof proposed by General Dynamics) and
            our Board of Directors confirms its determination (after
            consultation with outside legal counsel and an independent financial
            advisor) that it is a superior proposal; and

      o     we pay to General Dynamics the termination fee described below in
            "MERGER AGREEMENT--Termination."

      Under the merger agreement, "acquisition proposal" means any inquiry,
proposal or offer relating to a possible:

      o     merger, consolidation or similar transaction involving us or any of
            our subsidiaries;

      o     sale, lease or other disposition, directly or indirectly, (including
            by way of merger, consolidation, share exchange or otherwise) of any
            of our assets or those of any of our subsidiaries representing, in
            the aggregate, 20% or more of those assets on a consolidated basis;

      o     issuance, sale or other disposition of (including by way of merger,
            consolidation, share exchange or otherwise) securities (or options,
            rights or warrants to purchase or securities convertible into, such
            securities) representing 20% or more of the votes attached to our
            outstanding securities;

      o     transaction with us in which any person would acquire "beneficial
            ownership" (as defined in Rule 13d-3 under the Exchange Act), or the
            right to acquire beneficial ownership, or any "group" (as defined
            under the Exchange Act) will have been formed which beneficially
            owns or has the right to acquire beneficial ownership of, 20% or
            more of our outstanding securities;

      o     liquidation, dissolution, recapitalization or other similar type of
            transaction with respect to us or any of our subsidiaries;

      o     transaction that is similar in form, substance or purpose to any of
            the foregoing transactions; or

      o     public announcement of an agreement, proposal, plan or intent to do
            any of the foregoing.

      Under the merger agreement, "superior proposal" means any acquisition
proposal not solicited in violation of any of the above requirements and that is
on terms that our Board of Directors determines in good faith (after consulting
with outside legal counsel and an independent financial advisor) would (1)
result in a transaction that is more favorable from a financial point of view to
our stockholders than the transactions contemplated by the merger agreement if
such acquisition proposal were to be consummated and (2) has a reasonable
likelihood of being consummated.

      We are not, however, prohibited from taking and disclosing to our
stockholders a position contemplated by Rules 14d-9(e) and 14e-2(a) promulgated
under the Exchange Act, which relate to communications and response to third
party tender offers.

Indemnification

      The merger agreement provides that General Dynamics will cause the
corporation surviving the merger to indemnify each of our current and former
officers and directors and those of any of our subsidiaries from and against all
losses, claims, damages and expenses (including reasonable attorneys' fees and
expenses) arising out of or relating to actions or omissions, or alleged actions
or omissions occurring at or prior to the effective time of the merger, to the


                                       29
<PAGE>

fullest extent permitted under the General Corporation Law of Delaware, but
excluding any of the foregoing that relate to any violation or alleged violation
of the Exchange Act with respect to insider trading. In addition, the merger
agreement requires General Dynamics to use its best efforts to maintain
directors' and officers' liability insurance and fiduciary liability insurance
policies substantially equivalent to our current policies for at least six years
after the consummation of the merger. General Dynamics, however, will not be
required to pay premiums that on an annual basis exceed 200% of the current
annual premium of our policies. If the cost of maintaining or procuring such
coverage exceeds such amount, then General Dynamics is only obligated to
purchase policies with the greatest coverage available for such amount.

Public Announcements

      We and General Dynamics must consult with one another before issuing any
press releases or making any other public announcements with respect to the
transactions contemplated by the merger agreement, and except as may be required
by applicable law or by the rules and regulations of the New York Stock Exchange
or of The Nasdaq Stock Market, no such press release may be issued nor any such
announcement made prior to such consultation.

Actions Regarding Antitakeover Statutes

      If any fair price, moratorium, control share acquisition or other form of
antitakeover statute, rule or regulation is or becomes applicable to the
transactions contemplated by the merger agreement, our Board of Directors must
grant the approvals and take the other actions required so that such
transactions may be consummated as promptly as practicable on the terms and
conditions set forth in the merger agreement.

Employee Benefit Matters

      Subject to applicable collective bargaining agreements, until (or in
respect of the period ending on) December 31, 2002, General Dynamics will cause
to be maintained benefits and benefit plan levels for our employees and former
employees and those of our subsidiaries that are, in the aggregate,
substantially comparable to benefits and benefit levels provided by us and our
subsidiaries through any pension or welfare plan, or a fringe benefit program
(providing for such matters as sick pay and vacation pay) immediately prior to
the effective time of the merger, other than bonus, incentive or equity-based
compensation plans or arrangements including our 1998 Employee Stock Purchase
Plan (the "ESPP") or our Deferred Compensation Plan.

      Solely for purposes of eligibility and vesting under the employee benefit
plans of General Dynamics and its subsidiaries, including the surviving
corporation, our current or former employees and those of our subsidiaries will
be credited with their years of service with us and our subsidiaries before the
effective time of the merger, to the same extent as such employees were
entitled, before the effective time of the merger, to credit for such service
under any similar benefit plan of us and our subsidiaries.

      Following the effective time of the merger, General Dynamics will, or will
cause its subsidiaries to:

      o     waive any pre-existing condition limitation under any employee
            welfare benefit plan maintained by General Dynamics or any of its
            subsidiaries in which employees and their eligible dependents
            participate (except to the extent that such pre-existing condition
            limitation would have been applicable under our comparable employee
            welfare benefit plans immediately prior to the effective time of the
            merger); and

      o     provide each employee with credit for any co-payments and
            deductibles incurred prior to the effective time of the merger (or
            such earlier or later transition date to new employee welfare
            benefits plans) for the calendar year in which the effective time of
            the merger (or such earlier or later transition date) occurs, in
            satisfying any applicable deductible or out-of-pocket requirements
            under any welfare plans that the employees participate in after the
            effective time of the merger.

      We have agreed that an independent trustee, either a bank or a trust
company, will act with respect to the merger on behalf of each of our plans (and
its participants) that holds our common stock in accordance with the terms and
conditions of such plan.


                                       30
<PAGE>

      As soon as practicable following the date of the merger agreement, our
Board of Directors (or, if appropriate, any committee administering the ESPP)
will adopt such resolutions or take such other actions (if any) as may be
required to provide that:

      o     with respect to the offering period under the ESPP under way
            immediately prior to the effective time of the merger, the scheduled
            exercise date will be accelerated, and all unexercised rights
            granted in respect of such offering period will be exercised not
            later than immediately prior to the effective time of the merger;

      o     all holding periods with respect to shares of our common stock under
            the ESPP will be waived immediately prior to the adoption of the
            merger agreement by our stockholders so as to permit the holders
            thereof to adopt the merger agreement; and

      o     the ESPP will terminate at the effective time.

      No additional stock options, warrants, stock appreciation rights or other
equity-based awards or other rights to acquire our common stock will be granted
pursuant to our stock plans or otherwise after the date of the merger agreement.
Prior to the effective time of the merger, we must take all actions necessary,
including making appropriate amendments to our stock option plans, to ensure
that options and warrants are treated as provided in the merger agreement upon
consummation of the merger. We must also terminate our Deferred Compensation
Plan immediately prior to the effective time of the merger and distribute its
account balances in accordance with the terms of the plan.

Full Access and Notice of Developments

      We have agreed that we will, and will cause our subsidiaries to:

      o     afford General Dynamics and its officers, employees, agents and
            representatives full access to our premises, properties, employees,
            information, books, records, contracts and other documents, however,
            any information disclosed will be subject to the provisions of a
            confidentiality agreement between General Dynamics and us; and

      o     promptly give written notice to General Dynamics of any development
            that would reasonably be expected to result in a material adverse
            effect on us and our subsidiaries taken as a whole.

      Additionally, General Dynamics and ATP have agreed to give each other
prompt written notice of any event that would, or with the lapse of time would
reasonably be expected to cause any condition to the merger not to be satisfied.

Termination

      The merger agreement may be terminated and the merger may be abandoned at
any time prior to the effective time of the merger by:

      o     mutual consent of General Dynamics and ATP;

      o     General Dynamics or ATP, if the merger is not consummated on or
            before June 30, 2002, provided that the party seeking to terminate
            the merger agreement has not materially breached its obligations
            under the merger agreement in any manner that has contributed to the
            failure to consummate the merger on or before such date;

      o     General Dynamics or ATP, if an order, decree, ruling, judgment or
            injunction has been entered by a governmental entity of competent
            jurisdiction permanently restraining, enjoining or otherwise
            prohibiting the consummation of the merger and such order, decree,
            ruling, judgment or injunction has become final and non-appealable,
            and the party seeking to terminate the merger agreement has used all
            reasonable best efforts to remove such order, decree, ruling,
            judgment or injunction;

      o     General Dynamics or ATP, if approval of the merger by our
            stockholders is not obtained at our stockholders meeting, unless
            failure to obtain approval at the meeting is the result of a
            material breach of the merger agreement by the party seeking to
            terminate the merger agreement;


                                       31
<PAGE>

      o     General Dynamics if:

            o     our Board has withdrawn or modified or changed in a manner
                  adverse to General Dynamics or Athena, its approval or
                  recommendation of the merger agreement or the merger, or has
                  recommended an acquisition proposal (or has publicly proposed
                  to take any such actions);

            o     we accept a written offer for, or otherwise enter into an
                  agreement to consummate or consummate, an acquisition proposal
                  or similar business combination with a person or entity other
                  than General Dynamics, Athena or their affiliates;

            o     we fail to perform or comply with any of our obligations
                  relating to nonsolicitation of acquisition proposals or
                  otherwise violate the provisions of the merger agreement
                  dealing with nonsolicitation of acquisition proposals, or our
                  Board resolves to do any of the foregoing; or

            o     we fail to perform or comply with our material covenants and
                  agreements or breach our representations and warranties in any
                  material respect such that the conditions to the merger would
                  not be satisfied, and such breach is not cured 20 days
                  following notice.

      o     ATP if:

            o     prior to obtaining stockholder approval of the merger, and
                  subject to the termination fee obligations described below,
                  the Board determines that we have received an acquisition
                  proposal it considers a superior proposal and the procedures
                  described above in "--Covenants--Nonsolicitation of
                  Acquisition Proposals" are followed; or

            o     General Dynamics or Athena fails to perform or comply with
                  their material covenants and agreements or breaches their
                  representations and warranties in any material respect such
                  that the conditions to the merger would not be satisfied, and
                  such breach is not cured 20 days following notice.

Termination Fee Payable to General Dynamics

      We have agreed to pay General Dynamics a $5.5 million termination fee if:

      o     the merger agreement is terminated by General Dynamics because:

            o     our Board has withdrawn, or modified or changed in a manner
                  adverse to General Dynamics or Athena, its approval or
                  recommendation of the merger agreement or the merger, or has
                  recommended an acquisition proposal (or has publicly proposed
                  to take any such actions);

            o     we accept a written offer for, or otherwise enter into an
                  agreement to consummate or consummate, an acquisition proposal
                  or similar business combination with a person or entity other
                  than General Dynamics, Athena or their affiliates;

            o     we fail to perform any of our obligations relating to
                  nonsolicitation of acquisition proposals or otherwise violate
                  the provisions of the merger agreement dealing with
                  nonsolicitation of acquisition proposals; or

            o     our Board resolves to do any of the foregoing.

      o     the merger agreement is terminated (1) by General Dynamics because
            we fail to perform or comply with our material covenants and
            agreements or breach our representations and warranties in any
            material respect such that the conditions to the merger would not be
            satisfied, and such breach is not cured 20 days following notice or
            (2) by General Dynamics or us, because the merger is not consummated
            by June 30, 2002, provided that the party seeking to terminate the
            merger agreement has not materially breached its obligations under
            the merger agreement in any manner that has contributed to the
            failure to consummate the merger on or before such date, and:

            o     prior to such termination there exists an acquisition proposal
                  (whether or not such offer or proposal has been rejected or
                  has been withdrawn prior to the time of such termination); and


                                       32
<PAGE>

            o     within 12 months of such termination, we or any of our
                  subsidiaries accept a written offer for, or otherwise enters
                  into an agreement to consummate or consummate, an acquisition
                  proposal with another person.

            In such event, upon the signing of a definitive agreement relating
            to such acquisition proposal, or, if no such agreement is signed,
            then upon consummation of any such acquisition proposal, we must
            promptly pay General Dynamics the termination fee. For purposes of
            the immediately preceding bullet point, the definition of
            "acquisition proposal" is the same as that summarized above in
            "--Covenants--Nonsolicitation of Acquisition Proposals," except that
            each reference therein to "20%" shall be deemed to be a reference to
            "50%."

      o     the merger agreement is terminated by us:

            o     prior to adoption of the merger agreement by our stockholders
                  because our Board determines that we have received an
                  acquisition proposal it considers a superior proposal and the
                  procedures described above in "--Covenants--Nonsolicitation of
                  Acquisition Proposals" are followed.

      o     the merger agreement is terminated by General Dynamics or us
            because:

            o     approval of the merger by our stockholders is not obtained at
                  our stockholders meeting, and

            o     within 12 months of such a termination we or any of our
                  subsidiaries accept a written offer for, or otherwise enter
                  into an agreement to consummate or consummates, an acquisition
                  proposal.

            In such event, upon the signing of a definitive agreement relating
            to such acquisition proposal, or, if no such agreement is signed,
            then upon consummation of any such acquisition proposal, we must
            promptly pay General Dynamics the termination fee.

Conditions to the Merger

      Each party's obligation to complete the merger is subject to satisfaction
of a number of conditions, including:

      o     the merger agreement shall have been adopted by holders of a
            majority of the outstanding shares of our common stock;

      o     the expiration or termination of the waiting period under applicable
            antitrust laws, including the Hart-Scott-Rodino Antitrust
            Improvements Act of 1976, and the receipt of any other material
            governmental and regulatory approvals;

      o     the absence of any injunction or other legal restraint preventing
            the merger and consummation of the transactions contemplated by the
            merger agreement substantially on the terms contemplated by the
            merger agreement;

      o     the representations and warranties of ATP, on the one hand, and
            General Dynamics and Athena, on the other hand, are true and correct
            (subject, in most cases, to certain materiality standards) as of the
            closing date of the merger (unless any such representation or
            warranty refers to some other time);

      o     performance or compliance by ATP, on the one hand, and General
            Dynamics and Athena, on the other hand, in all material respects of
            their respective covenants and obligations under the merger
            agreement at or prior to the effective time of the merger;

      o     the absence of any event or development that has, or would
            reasonably be expected to have, a material adverse effect on us and
            our subsidiaries taken as a whole;

      o     no more than 15% of the outstanding shares of our common stock shall
            have exercised their appraisal rights under Delaware law; and

      o     delivery of a certificate signed by an executive officer of ATP, on
            the one hand, and an executive officer of General Dynamics, on the
            other hand, dated the closing date of the merger and certifying that
            the closing conditions have been satisfied.


                                       33
<PAGE>

      Any or all of the conditions that have not been satisfied may be waived
(other than conditions that are required by law, such as adoption of the merger
agreement by our stockholders, certain regulatory approvals and the absence of
injunctions or other legal restraint preventing the merger). Even if our
stockholders adopt the merger agreement, we cannot assure you that the merger
will be completed.

Expenses

      The merger agreement provides that all fees and expenses incurred in
connection with the merger, except for any termination fee, will be paid by the
party incurring such fees or expenses, whether or not the merger is consummated.

Amendment, Extension of Time and Waiver

      The merger agreement may be amended only by written agreement of the
parties. After our stockholders adopt the merger agreement, however, no
amendment may be made without the approval of our stockholders if and to the
extent such approval is required under Delaware law. Any party may extend the
time for performance or waive compliance with any covenants, agreements or
conditions of the other parties to the merger agreement, and may waive any
breach of the representations or warranties of the other parties. Any such
amendment, extension or waiver may be made at any time before the effective time
of the merger and must be in writing and executed or delivered by or on behalf
of the party against which it is sought to be enforced.


                                       34
<PAGE>

--------------------------------------------------------------------------------
                         ELECTION OF CLASS II DIRECTORS
--------------------------------------------------------------------------------

      Our Amended and Restated Certificate of Incorporation authorizes the Board
to fix the number of directors from time to time, but the Board of Directors may
not consist of more than twelve persons. The number of directors is currently
established at nine. Our Amended and Restated Certificate of Incorporation also
      provides for three classes of directors, designated Class I, Class II and
Class
III, each currently having three-year terms of office. Each class of directors
is to consist of, as nearly as possible, one-third of the total number of
directors constituting the entire Board. Except for directors elected to fill
vacancies on the Board (whether created by death, resignation, removal or
expansion of the Board), the directors of each class will be elected for a term
of three years and until their successors have been elected and qualified. At
the annual meeting, three Class II directors, Mr. Garrett L. Dominy, Mr. Sam P.
Douglass and Mr. John M. Simon are being nominated for election to the Board,
each to serve until the earlier of the effective time of the merger or the 2005
annual meeting of stockholders.

      If the merger closes, the terms of all directors of each class will expire
at the effective time of the merger and the officers and directors of Athena
Acquisition I Corporation will become the officers and directors of the
surviving corporation.

      If the enclosed proxy is completed, signed and returned, it will be voted
as marked. If the proxy is signed and returned but no instructions are indicated
regarding election of the Class II directors, the proxy will be voted "FOR"
election of the nominees for Class II. However, should any nominee become
unavailable or prove unable to serve for any reason, and the proxy instructs a
vote for such nominee or provides no instructions regarding election of the
Class II directors, the proxy will be voted for the election of such other
person as the Board may select to replace such nominee, unless the Board instead
fixes the number of directors at less than nine. The Board has no reason to
believe that the nominees will not be available or prove unable to serve.

      Set forth below is certain information concerning each Class II director
nominee and the continuing Class I and Class III directors. Except for General
Johnnie E. Wilson and General John H. Tilelli, Jr., each of the director
nominees and continuing directors were designated as directors of ATP effective
October 31, 1997 in connection with the consummation of the Lunn/TPG Merger. The
age of each director nominee and continuing director, his positions and offices
with ATP, the year in which he first became a director of ATP, his business
experience during the past five years or more, and the other directorships he
holds are shown below. Similar information is provided concerning executive
officers who are neither directors nor nominees for election as directors.

    CLASS II NOMINEES TO SERVE UNTIL THE ANNUAL MEETING TO BE HELD IN 2005

      GARRETT L. DOMINY, 56. Mr. Dominy has served as our President and Chief
Executive Officer since February 2000 and served as our Chief Financial Officer,
Assistant Secretary and Treasurer from October 1997 to May 2000. Mr. Dominy also
served as Executive Vice President from October 1997 to May 2000. Mr. Dominy
served as the Chief Financial Officer, Executive Vice President, Secretary and
Treasurer of TPG from June 1995 until the Lunn/TPG Merger. Prior to that time,
Mr. Dominy was an audit partner of Arthur Andersen Worldwide beginning in 1980.

      SAM P. DOUGLASS, 69. Mr. Douglass is a member of our Audit Committee. Mr.
Douglass served as a director of TPG from its inception in 1995 until the
Lunn/TPG Merger. Mr. Douglass has been Chairman of the Board and Chief Executive
Officer of Equus Capital Corporation, the managing general partner of Equus
Equity Appreciation Fund L.P., since its formation in September 1983. Mr.
Douglass has also been Chairman of the Board and Chief Executive Officer of
Equus II Incorporated, an investment company that trades as a closed-end fund on
the NYSE, and Equus Capital Management Corporation, since their formation in
1983. Since 1978, Mr. Douglass has served as Chairman and Chief Executive
Officer of Equus Corporation International, a privately owned corporation
engaged in a variety of investment activities.

      JOHN M. SIMON, 59. Mr. Simon is a member of our Audit Committee. Mr. Simon
has been a Managing Director of Allen & Company Incorporated for more than five
years. Mr. Simon is a director of Neurogen Corporation, a Nasdaq National Market
pharmaceutical company, and CoStar Group, Inc., a Nasdaq National Market company
that provides information services to the U.S. commercial real estate industry.
Mr. Simon was originally elected a director of Lunn in 1993.


                                       35
<PAGE>

               CLASS I CONTINUING DIRECTORS--TERMS EXPIRING 2004

      ROBERT C. SIGRIST, 69. Mr. Sigrist served as a director of TPG from August
1995 until October 1997. Prior to that time, Mr. Sigrist served as the President
of the Brunswick Technical Group of Brunswick Corporation beginning in 1990.

      LAWRENCE E. WESNESKI, 54. Mr. Wesneski is a member of the Audit Committee.
Mr. Wesneski has been President and Chief Executive Officer of Hoak Breedlove
Wesneski & Co. since August 1996. Mr. Wesneski has been engaged in the
investment banking industry for approximately 22 years. Prior to the formation
of Hoak Breedlove Wesneski & Co., Mr. Wesneski was President and Managing
Director of Breedlove Wesneski & Co. beginning in 1986. Mr. Wesneski was
formerly head of the Southwest Corporate Finance Department of Bear Stearns &
Co., Inc., a Managing Director of Corporate Finance at Eppler, Guerin & Turner,
Inc., and a member of the Corporate Finance Department at Dean Witter Reynolds,
Inc. Mr. Wesneski served as a director of TPG from its inception in 1995 until
the Lunn/TPG Merger.

      GENERAL JOHN H. TILELLI, JR., (Ret. U.S. Army), 60. General Tilelli has
been a director since May 2001. Since January 2002, General Tilelli has been
President and Chief Operating Officer of Cypress International, a defense
industry business development firm. From March 2000 to December 2001, General
Tilelli served as President and Chief Executive Officer of USO Worldwide
Operations. General Tilelli retired from the U.S. Army in January 2000, where he
served in a number of prestigious command and staff positions. Prior to his
retirement, General Tilelli served as Commander-in-Chief of the United Nations
Command, Republic of Korea/United States Combined Forces Command, and United
States Forces Korea. Other service positions in the U.S. Army included:
Commanding General of 1st Cavalry Division during Desert Shield and Desert
Storm; Commander, Seventh Army Training Command and Combat Maneuver Training
Center; Deputy Chief of Staff for Operations and Plans, Department of the Army;
Vice Chief of Staff of the Army; and Commander of United States Army Forces
Command. General Tilelli is a director of the Raytheon Company, a NYSE defense
and commercial electronics company, ERDAS, a provider of geographic imaging
solutions, and Vision Technologies Kinetics, Inc., a company focused on ground
combat systems.

              CLASS III CONTINUING DIRECTORS--TERMS EXPIRING 2003

      JAMES S. CARTER, 66. Mr. Carter served as the Chairman of the Board,
President and Chief Executive Officer from the Lunn/TPG Merger until February
2000. Mr. Carter, served as the President and Chief Executive Officer and as a
director of TPG from its inception in 1995 until the Lunn/TPG Merger. Mr. Carter
served as an industry consultant from 1993 to 1995 and Vice President and
General Manager of the Composite Structures Division of Alcoa Composites, Inc.
from 1989 to 1993. Prior to joining Alcoa Composites, Inc., Mr. Carter was
director of Composites with Northrop Corporation for the B-2 Aircraft Group from
1980 to 1989. Mr. Carter began his career in the aerospace industry with the
Brunswick Technical Group of Brunswick Corporation in 1956.

      GARY L. FORBES, 58. Mr. Forbes was elected our Chairman of the Board in
July 2000. Mr. Forbes served as a director of TPG from its inception in 1995
until the Lunn/TPG Merger. Mr. Forbes has been a Vice President of Equus Capital
Corporation, the Managing General Partner of Equus Equity Appreciation Fund L.P.
since November 1991. He has been a Vice President of Equus II Incorporated and
Equus Capital Management Corporation since December 1991. Mr. Forbes is a
director of Consolidated Graphics, Inc., a NYSE commercial printing company, and
NCI Building Systems, Inc., a NYSE manufacturer of pre-engineered metal
buildings.

      GENERAL JOHNNIE E. WILSON, (Ret. U.S. Army), 58. General Wilson has been a
director since October 2000, and is the President and Chief Operating Officer of
Dimensions International, Inc., an information technology company. General
Wilson retired from the U.S. Army in April of 1999 and his last post was as the
Commanding General, U.S. Army Materiel Command. Throughout his military career,
General Wilson served in a number of prestigious command and staff positions.
Prior to serving as Commanding General, U.S. Army Materiel Command, General
Wilson served as Deputy Chief of Staff for Logistics, Department of Army
Pentagon; Chief of Staff, U.S. Army Materiel Command; Commanding General,
Ordnance Center and School, Aberdeen Proving Ground, Md.; Deputy Commanding
General, 21st Theater Army Area Command, U.S. Army Europe and 7th Army;
Commander, 13th Support Command, Fort Hood, Texas; and Commander, Division
Support Command, 1st Armored Division, U.S. Army Europe.


                                       36
<PAGE>

                               EXECUTIVE OFFICERS

      JAMES P. HOBT, 47. Mr. Hobt has been our Vice President, Chief Financial
Officer, Secretary and Treasurer since May 2000. Mr. Hobt served as our
Corporate Controller and Secretary from October 1997 to May 2000. From May 1995
until the Lunn/TPG Merger, Mr. Hobt served as Corporate Controller and Assistant
Secretary for TPG. Before then, he was the Assistant Controller of the Brunswick
Technical Group beginning in 1986.

      H. DWIGHT BYRD, 64. Mr. Byrd has been our Vice President and President of
our Marion Composites Division since the Lunn/TPG Merger. From April 1995 until
the Lunn/TPG Merger, Mr. Byrd served as a Vice President of TPG and President of
the Marion Composites Division. During the period from April 1992 to April 1995,
Mr. Byrd served as General Manager of Brunswick Corporation's Marion, Virginia
division. During 1991 to April 1992, Mr. Byrd served as Director of
Manufacturing for Brunswick's Mercury Marine Division in Stillwater, Oklahoma.

      RICHARD J. RASHILLA, 42. Mr. Rashilla has been our Vice President and
President of our Lincoln Composites Division since January 1999. Prior to
January 1999, Mr. Rashilla served as Lincoln Composites' Vice President and
General Manager beginning in March 1998. Mr. Rashilla served as Executive
Director of Business Development along with other senior management positions
for Brunswick's Technical Group between 1983 and 1998. These prior assignments
included senior positions in that company's diversification projects into
Natural Gas Vehicle Fuel Tanks and Oil and Gas related products. From 1989 to
1993, Mr. Rashilla was assigned to Brunswick's Marion, Virginia operation.

      BRIAN W. HODGES, 41. Mr. Hodges has been our Vice President and President
of our Intellitec Division since May 1998. Prior to May 1998, Mr. Hodges served
as Intellitec's Vice President and General Manager for Defense Products and Vice
President of Operations beginning in May 1995. Mr. Hodges served as Director of
Operations in addition to other senior management positions for Brunswick's
Technical Group between 1987 and 1995. Before then, Mr. Hodges held supervisory
and engineering positions at Honeywell, Inc. from 1985 to 1987 and at Texas
Instruments, Inc. from 1983 to 1985.

      MICHAEL KOHLER, 37. Mr. Kohler has been our Vice President and President
of our Lunn Industries Division since the Lunn/TPG Merger. From 1994 to 1997,
Mr. Kohler served as Director of Engineering for Lunn and, before then, served
as a quality assurance manager and quality engineer for Lunn beginning in 1991.

                              MEETINGS OF THE BOARD

      The Board met seven times in 2001, and the average attendance at the
aggregate number of Board and committee meetings during such time was over 93%.
All directors other than General Wilson attended at least 75% of the aggregate
number of meetings of the Board and the committees on which they served during
the period for which they were a director. General Wilson attended over 71% of
the meetings of the Board and he was not a member of any committee.

                             COMMITTEES OF THE BOARD

      The Audit Committee is the only committee of our Board and is composed
entirely of directors who are not our officers or employees, who, in the opinion
of the Board, meet the independence and experience requirements of the National
Association of Securities Dealers' listing standards. The Audit Committee
reviews our accounting functions, operations and management and the adequacy and
effectiveness of our internal controls and internal auditing methods and
procedures. The Audit Committee recommends to the Board the appointment of our
independent public accountants. In connection with its duties, the Audit
Committee periodically meets privately with the independent public accountants.
The Audit Committee met four times in 2001. The Audit Committee is governed by a
written charter adopted and approved by the Board and filed as an appendix to
the proxy statement for our 2001 annual meeting.

                            COMPENSATION OF DIRECTORS

      The Chairman of the Board receives $50,000 annually. All other directors
who are not employees of the Company receive $25,000 annually. Additionally,
non-employee directors who have not previously served on the Board are granted
options to purchase 7,500 shares of Common Stock upon commencement of their term
under our Non-Employee Director Stock Option Plan (the "Non-Employee Director
Plan"). On June 15 and December 15 of each


                                       37
<PAGE>

year, under the Non-Employee Director Plan, continuing non-employee directors
automatically receive grants to purchase shares of our common stock. The amount
of options granted is determined by dividing $15,000 by the closing market price
of our common stock on the grant date.

      SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The record date for stockholders entitled to notice of, and to vote at,
the annual meeting is May 2, 2002. At the close of business on that date,
5,890,064 shares of our common stock were issued and outstanding and entitled to
vote at the annual meeting.

      The following table sets forth, as of May 8, 2002, the number of shares of
our common stock beneficially owned by (1) each person or group known by us to
own beneficially 5% or more of the outstanding shares of our common stock, (2)
each director and each nominee for director, (3) our Chief Executive Officer and
each of our four other most highly compensated executive officers, and (4) all
directors and executive officers as a group. Except as otherwise indicated, each
of the persons or groups named below has sole voting power and investment power
with respect to such common stock.

Name of Beneficial Owner or Group                    Shares           Percent
---------------------------------                    ------           -------
American Airlines Master Fixed                       776,267           13.18%
Benefit Pension Trust
     4333 Amon Carter Blvd
     Ft. Worth, Texas 76155
Kern Capital Management, LLC (1)                     726,100           12.33%
     114 West 47th Street, Suite 1926
     New York, New York 10036
FleetBoston Financial Corporation (2)                602,227           10.23%
     100 Federal Street
     Boston, Massachusetts 02110
Sam P. Douglass (3)(4)                               368,643            6.26%
     2929 Allen Parkway, Suite 2500
     Houston, Texas 77019
Gary L. Forbes (4)(5)(6)                             317,402            5.39%
     2929 Allen Parkway, Suite 2500
     Houston, Texas 77019
H. Dwight Byrd (7)                                   248,195            4.21%
James S. Carter (8)                                  243,564            4.14%
Garrett L. Dominy (9)                                239,936            4.07%
Lawrence E. Wesneski (4)(10)                         154,295            2.62%
Robert C. Sigrist (4)(11)                             68,975            1.17%
John M. Simon (4)(12)                                 70,868            1.20%
James P. Hobt (13)                                    34,374               *
Brian W. Hodges (14)                                  31,180               *
Richard J. Rashilla (15)                              28,791               *
Johnnie E. Wilson (16)                                 7,777               *
John H. Tilelli, Jr.(8)                                5,277               *
All directors and executive officers
    as a group (14 persons) (17)                   1,627,750           27.64%

----------
* Less than one percent.

(1)   Based on a Schedule 13G Amendment No. 1 filed February 14, 2002.

(2)   Based on a Schedule 13G Amendment No. 1 filed February 14, 2002 in which
      FleetBoston Financial Corporation indicated it had sole voting power with




                                       38
<PAGE>

      respect to 397,977 shares, shared voting power with respect to zero
      shares, sole dispositive power with respect to 601,777 shares, and shared
      dispositive power with respect to 500 shares.

(3)   Includes 203,227 shares that each of the Douglass Trust IV, FBO Preston
      Douglass, Jr. and the Douglass Trust IV, FBO Brooke Douglass
      (collectively, the "Douglass Trusts") may be deemed to beneficially own as
      a result of their ownership of all of the outstanding common stock of
      Equus Corporation International ("ECI"). ECI may be deemed to own the
      203,227 shares that are beneficially owned by Equus Capital Management
      Corporation ("ECMC") as a result of ECI's ownership of 80% of the common
      stock of ECMC. ECI disclaims beneficial ownership of those shares. ECMC
      owns beneficially and of record 11,750 shares of our common stock. ECMC
      may also be deemed to beneficially own 191,477 shares of our common stock
      owned beneficially and of record by Equus Capital Corporation ("ECC"), a
      wholly-owned subsidiary of ECMC. ECMC disclaims beneficial ownership of
      these shares. Mr. Douglass is the trustee of the Douglass Trusts. Mr.
      Douglass, for himself and as trustee of the Douglass Trusts, disclaims
      beneficial ownership of such shares. In addition, includes 68,362 shares
      of our common stock owned of record by the Douglass Trust IV, FBO Preston
      Douglass, Jr. and 68,362 shares of our common stock owned of record by the
      Douglass Trust IV, FBO Brooke Douglass. Mr. Douglass disclaims beneficial
      ownership of these shares. In addition, includes 8,187 shares of our
      common stock owned of record by the Tiel Trust, FBO Sam P. Douglass and
      8,187 shares of our common stock owned of record by the Tiel Trust, FBO
      Paula T. Douglass. Mr. Douglass disclaims beneficial ownership of these
      shares.

(4)   Includes 12,318 shares that may be acquired within 60 days of May 8, 2002
      upon exercise of options.

(5)   Includes 203,227 shares of our common stock that Mr. Forbes may be deemed
      to beneficially own, including 191,477 shares owned beneficially and of
      record by ECC and 11,750 shares owned beneficially and of record by ECMC.
      Mr. Forbes is a vice president of ECC and ECMC. Mr. Forbes disclaims
      beneficial ownership of these shares.

(6)   Includes 14,700 shares held upon Mr. Forbes's behalf as an interest in the
      Deferred Compensation Plan.

(7)   Includes 197,191 shares held by the Harvey Dwight Byrd, Sr. Revocable
      Trust DTD, which Mr. Byrd may be deemed to own as a settlor and trustee of
      such trust. Mr. Byrd disclaims beneficial ownership of these shares. In
      addition, includes 16,400 shares held upon Mr. Byrd's behalf as an
      interest in the Deferred Compensation Plan and 13,000 shares that may be
      acquired within 60 days of May 8, 2002 upon exercise of options.

(8)   Includes 5,277 shares that may be acquired within 60 days of May 8, 2002
      upon exercise of options.

(9)   Includes 10,750 shares held upon Mr. Dominy's behalf as an interest in the
      Deferred Compensation Plan and 38,600 shares that may be acquired within
      60 days of May 8, 2002 upon exercise of options.

(10)  Includes 43,382 shares held directly by Mr. Wesneski through a SEPIRA and
      98,595 shares held by Breedlove & Wesneski, L.P., of which Mr. Wesneski is
      a general partner.

(11)  Includes 56,657 shares held by the Robert C. Sigrist Trust DTD, which Mr.
      Sigrist may be deemed to own as a trustee of such trust. Mr. Sigrist
      disclaims beneficial ownership of these shares.

(12)  Includes 32,050 shares owned of record by Allen & Company Incorporated.
      Mr. Simon disclaims beneficial ownership of these shares.

(13)  Includes 17,500 shares held upon Mr. Hobt's behalf as an interest in the
      Deferred Compensation Plan and 14,910 shares that may be acquired within
      60 days of May 8, 2002 upon exercise of options

(14)  Includes 15,989 shares that may be acquired within 60 days of April 25,
      2002 upon exercise of options.

(15)  Includes 6,000 shares held upon Mr. Rashilla's behalf as an interest in
      the Deferred Compensation Plan and 20,948 shares that may be acquired
      within 60 days of May 8, 2002 upon exercise of options.

(16)  Includes 7,777 shares that may be acquired within 60 days of May 8, 2002
      upon exercise of options.

(17)  Includes 65,350 shares held upon the directors' and officers' behalf as an
      interest in the Deferred Compensation Plan and 187,568 shares that may be
      acquired within 60 days of May 8, 2002 upon exercise of options.


                                       39
<PAGE>

                               EXECUTIVE COMPENSATION

Summary Compensation Table

      The following table presents information concerning the compensation of
our Chief Executive Officer and each of our four other most highly compensated
executive officers during the 2001 fiscal year (collectively, the "Named
Executive Officers") for services rendered to us in all capacities for the
fiscal year ended December 31, 2001, as well as the previous two fiscal years:

<TABLE>
<CAPTION>
                                                                                              Long-Term
                                                Annual Compensation                         Compensation
                             ----------------------------------------------------------     --------------
                                                                              Other          Securities
                                                                              Annual         Underlying       All Other
                                                                             Compen-          Options/         Compen-
                                             Salary            Bonus          sation            Sars            sation
          Name                 Year           ($)               ($)           ($)(2)             (#)            ($)(1)
-------------------------    ---------    -------------     ------------    -----------     --------------    -----------
<S>                            <C>           <C>              <C>             <C>                  <C>          <C>
Garrett L. Dominy,             2001          $ 350,577        $ 138,919       $     --             37,000       $ 7,056
President and                  2000            320,000           88,010             --             45,000         7,056
Chief Executive Officer        1999            274,615               --             --                 --         6,491

H. Dwight Byrd,                2001          $ 229,615        $  12,689       $  9,563             10,000       $ 7,737
Vice President                 2000            209,614            8,364          9,440             25,000         7,392
                               1999            190,961           25,116         10,551                 --         6,204

Brian W. Hodges,               2001          $ 177,731        $  51,431       $ 30,130             10,000       $ 4,261
Vice President                 2000            153,154           14,030         17,264             25,000         3,640
                               1999            137,335           21,392          3.909                --          2,780

Richard J. Rashilla,           2001          $ 164,615        $  29,705       $  6,812              8,000       $ 3,495
Vice President                 2000            142,656           50,835          2,119             25,000         3,024
                               1999            122,417           36,817             --                 --         2,775

James P. Hobt,                 2001          $ 175,539        $  38,872             --              3,000       $ 4,536
Vice President and             2000            151,100           25,641             --             20,000         3,597
Chief Financial Officer        1999            121,077           10,000             --                 --         2,810
</TABLE>

----------
(1)   "All Other Compensation" for 2001 for the Named Executive Officers is
      comprised of the following: (a) Company contributions to retirement
      savings plans for Messrs. Dominy ($5,250), Byrd ($4,951), Hodges ($4,081),
      Rashilla ($3,159) and Hobt ($4,031), and (b) the taxable amount of life
      insurance premiums paid by us for Messrs. Dominy ($1,806), Byrd ($2,786),
      Hodges ($180), Rashilla ($338) and Hobt ($504).

(2)   "Other Annual Compensation" for 2001 for Mr. Hodges includes the
      following: (a) the taxable portion of personal use of Company vehicle
      ($17,795) and (b) earned vacation paid in cash in lieu of time off
      ($12,293).

Option Grants During Fiscal Year 2001

      The following table sets forth the options granted during 2001 to the
Named Executive Officers pursuant to our employee stock option plans. We did not
grant any stock appreciation rights during 2001.

<TABLE>
<CAPTION>
                                                       Individual Grants
                                            -----------------------------------------
                                            Percent of
                            Number of         Total                                        Potential Realizable Value
                            Securities       Options                                    at Assumed Annual Rates of Stock
                            Underlying      Granted to                                  Price Appreciation for Option Term
                             Options        Employees       Exercise      Expiration    ----------------------------------
Name                         Granted         in 2001        Price ($)        Date            5%($)             10%($)
-----------------------    -------------    -----------     ----------    -----------   ---------------  ----------------
<S>                            <C>            <C>            <C>           <C>   <C>        <C>               <C>
Garrett L. Dominy              37,000         32.89%         $15.000       11/06/07         $193,510          $440,300

H. Dwight Byrd                 10,000          8.89%         $15.000       11/06/07          $52,300          $119,000

Brian W. Hodges                10,000          8.89%         $15.000       11/06/07          $52,300          $119,000

Richard J. Rashilla             8,000          7.11%         $15.000       11/06/07          $41,840           $95,200

James P. Hobt                   3,000          2.67%         $15.000       11/06/07          $15,690           $35,700
</TABLE>


                                       40
<PAGE>

      During 2001, outstanding options granted in 1997 for each of the Named
Executive Officers for the same number of securities underlying options granted
as above and the same exercise price ($15.00) were cancelled.

Option Exercises During Fiscal Year 2001 and Fiscal Year End Option Values

      The following table provides information about options exercised by the
Named Executive Officers during 2001 and the unexercised options and the
aggregate dollar value of in-the-money options held by the Named Executive
Officers at the end of 2001.

<TABLE>
<CAPTION>
                                                             Number Of Securities                Value Of Unexercised
                                                            Underlying Unexercised                   In-The-Money
                                                               Options/SARS At                       Options/SARS
                           Shares           Value              Fiscal Year-End                   At Fiscal Year End($)
                        Acquired On       Realized      -------------------------------     ------------------------------
       Name              Exercise(#)        ($)          Exercisable      Unexercisable      Exercisable     Unexercisable
-------------------     -------------    -----------    -------------    --------------     -------------    -------------
<S>                                       <C>                <C>                <C>            <C>              <C>
Garrett L. Dominy                --       $    --            38,600             43,400         $ 197,766        $ 525,774
H. Dwight Byrd                   --            --            13,000             22,000            89,689          287,054
Brian W. Hodges              11,956        81,032            15,989             22,000           140,442          287,054
Richard J. Rashilla              --            --            20,948             21,600           247,990          286,098
James P. Hobt                    --            --            14,910             16,600           206,691          227,253
</TABLE>

Employment Agreements

      Mr. Dominy's employment agreement provides for a base salary of $325,000
per year as of February 1, 2000, subject to an annual increase based, at a
minimum, on the consumer price index for the previous year. Mr. Dominy's base
salary for 2001 was $350,577. Mr. Dominy is also entitled to receive, subject to
the discretion of the Board, an annual bonus of up to 75% of his then annual
base salary. Mr. Dominy's employment agreement is terminable by the Company with
or without cause; provided that if the Company terminates the employment of Mr.
Dominy without cause, Mr. Dominy will be entitled to receive payment of the
greater of: (1) his base salary and incentive bonus for the number of full
months remaining in the agreement term, and (2) his base salary for a period of
36 months. Mr. Dominy's employment agreement also provides that if there is a
"change in control" of the Company or a constructive termination of Mr. Dominy
without cause, then Mr. Dominy is entitled to a lump-sum payment of the
specified amount within 60 days of the effective date of his termination.
Following any termination of Mr. Dominy's employment for cause or upon Mr.
Dominy's breach of the terms of his employment agreement, it is expected that
Mr. Dominy will be subject to non-disclosure and non-competition covenants for
up to two years.

      Messrs. Byrd, Hodges, Rashilla and Hobt each have employment agreements
with the Company with terms substantially the same as Mr. Dominy's agreement,
except for: (1) the base salary (Mr. Byrd - $215,000 initially and $229,615 for
2001, Mr. Hodges - $158,000 initially and $177,731 for 2001, Mr. Rashilla -
$150,000 initially and $164,615 for 2001, and Mr. Hobt - $165,000 initially and
$175,539 for 2001) and (2) the amount the employee will be entitled to receive
in the event of termination by the Company without cause, which would be his
base salary for 12 months and any accrued incentive bonus at the time of
termination.

      The consummation of the merger with General Dynamics will not constitute a
"change of control" under these employment agreements.

Compensation Review

      Our Board reviews and approves our total compensation philosophy and
programs covering executive officers and key management employees. The Board
reviews the performance levels of executive officers and determines the annual
base salaries and incentive awards to be paid.


                                       41
<PAGE>

      Our executive compensation program is designed to help us attract,
motivate and retain the executive resources that we need in order to maximize
the return to our stockholders. Specifically, the goals of our executive
compensation program are to:

      1.    align executive compensation with the interests of our stockholders;

      2.    provide compensation packages that are consistent with competitive
            market norms for companies similar in size, activity and complexity
            to us;

      3.    link pay to Company, operating group and individual performance; and

      4.    achieve a balance between incentives for short-term and long-term
            performance.

      The principal elements of compensation provided to our executive and other
officers historically have consisted of a base salary, annual incentives and
stock option grants. The Board estimates an executive's level of total
compensation based on information drawn from a variety of sources, including
proxy statements, special surveys and compensation consultants. Total
compensation is targeted to be competitive at the median level of a peer group
of comparable companies.

Base Salary

      Salary for the President and Chief Executive Officer is determined by the
Board annually, based on review of his level of responsibility, experience,
expertise and sustained corporate, business and individual performance. The
Board exercises its judgment based upon the above criteria and does not apply a
specific formula or assign a weight to each factor considered.

Annual Incentive Compensation

      Annual incentive awards are designed to focus management's attention on
our performance, particularly in the short-term. At the beginning of each year,
the Board establishes our performance goals for that year, which may include
target increases in sales, net income and earnings per share, as well as more
subjective goals. Incentive awards are based upon the achievement of one or more
of these goals.

Stock Option Program

      Each executive officer is eligible to receive a grant of stock options
with an exercise price equal to the fair market value of the stock on the grant
date. Stock options are designed to focus executives on our long-term
performance by enabling executives to share in any increases in value of our
stock. Accordingly, the Board believes that the grant of stock options is a
significant method of aligning management's long-term interests with those of
our stockholders.

Chief Executive Officer Compensation

      Mr. Dominy,  our President and Chief Executive  Officer,  is entitled to
receive a minimum  annual salary of $325,000  under his  employment  agreement
with us.  Subject  to this  minimum,  Mr.  Dominy's  base  salary  rate may be
adjusted at the  discretion  of the Board based upon such factors as the Board
deems  appropriate.  Mr.  Dominy's  base salary for fiscal 2001 was  $350,577.
The Board  believes that Mr.  Dominy's total  compensation  is near the median
for the chief executive officers of our peer group.

Compensation Committee Interlocks and Insider Participation

      Our Board does not have a compensation committee. None of our executive
officers served as a member of the compensation committee (or other board
committee performing equivalent functions or, in the absence of any such
committee, the entire board of directors) of another entity, one of whose
executive officers served on our Board or served as a director of another
entity, one of whose executive officers served on our Board. During fiscal year
2001, Mr. Dominy participated in our Board's deliberations concerning all
executive officer compensation other than his own.

                                       42
<PAGE>


<PAGE>


Stock Performance Chart

      Set forth below is a chart comparing the cumulative total returns for the
five year period beginning December 31, 1996 and ending December 31, 2001
(assuming an investment of $100 on December 31, 1996 and reinvestment of
dividends) of ATP, the Standard and Poor's 500 Composite Stock Index (the "S & P
500 Index") and the Standard and Poor's Aerospace/Defense Index (the "S & P
Aerospace/Defense Index"). The value of the investment in ATP for the period
reflected is based on the market price of the stock of Lunn restated for the
10-to-1 reverse stock split effected by the Lunn/TPG Merger.

                  COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
             AMONG ADVANCED TECHNICAL PRODUCTS, INC., THE S & P 500
                     AND THE S & P AEROSPACE/DEFENSE INDEX

                                  [LINE CHART]

<TABLE>
<CAPTION>
                                       12/96         12/97          12/98         12/99         12/00         12/01
                                       -----         -----          -----         -----         -----         -----
<S>                                    <C>          <C>             <C>          <C>            <C>          <C>
Advanced Technical Products            100.0        141.34          97.33        148.67         69.33        185.49
S & P 500 Index                        100.0        133.36         171.47        207.56        188.66        166.24
S & P Aerospace/Defense Index          100.0        102.88          78.87         76.83        121.13        100.50
</TABLE>


Certain Relationships and Related Transactions

      On April 28, 1995, TPG loaned James S. Carter, then its President and
Chief Executive Officer, $74,925 to help fund Mr. Carter's acquisition of 35,625
shares of the common stock of TPG, which were then converted into 295,787 shares
of our common stock in the Lunn/TPG Merger. Mr. Carter executed a promissory
note in favor of TPG, bearing interest at 8% per annum, the principal and
interest of which matured on April 28, 2001. During 2001, Mr. Carter paid us
$110,889 as full payment of the promissory note obligation.

      On June 1, 1995, TPG loaned Garrett L. Dominy, then its Executive Vice
President and Chief Financial Officer, $39,960 to help fund Mr. Dominy's
acquisition of 19,000 shares of the common stock of TPG, which were then
converted into 157,753 shares of our common stock in the Lunn/TPG Merger. Mr.
Dominy executed a promissory note in favor of TPG, bearing interest at 8% per
annum, the principal and interest of which matured on June 1, 2001. During 2001,
Mr. Dominy paid us $60,473 as full payment of the promissory note obligation.


                                       43
<PAGE>

      On January 1, 2002, General John H. Tilelli,  Jr., one of our directors,
was   appointed   President   and   Chief   Operating   Officer   of   Cypress
International,  Inc.  ("Cypress"),  which rendered  business  development  and
marketing  consulting  services  to us in 2001.  We paid  Cypress  $53,000  in
2001 for consulting services rendered and related expenses.

             MARKET PRICE OF AND DIVIDENDS ON ATP'S COMMON STOCK

      Our common stock is traded on the National Market System of The Nasdaq
Stock Market under the symbol "ATPX." The following table sets forth the high
and low sales prices of our common stock for the calendar quarters indicated, as
reported by The Nasdaq Stock Market:

                                                                Market Price
                                                           ---------------------
Fiscal Year Ended December 31,                               High         Low
--------------------------------------------------------   ---------   ---------
2002
Second Quarter (through May 8) .........................   $  35.700   $  25.300
First Quarter ..........................................   $  30.740   $  17.500

2001
Fourth Quarter .........................................   $  29.510   $  15.070
Third Quarter ..........................................   $  19.620   $   7.950
Second Quarter..........................................   $   9.090   $   6.630
First Quarter ..........................................   $   7.880   $   6.130

 2000
Fourth Quarter .........................................   $   8.468   $   2.750
Third Quarter ..........................................   $   4.000   $   1.781
Second Quarter..........................................   $   7.937   $   3.218
First Quarter ..........................................   $  14.312   $   4.000

      On May 2, 2002, we had approximately 3,052 stockholders of record. The
last reported sales price of our common stock on such date was $33.28.

      We have not paid dividends on our common stock and do not currently intend
to pay any cash dividends in the foreseeable future. The determination of the
amount of future cash dividends to be declared and paid on our common stock, if
any, will depend upon our financial condition, earnings and cash flows from
operations, the level of our capital expenditures, our future business prospects
and other factors that our Board of Directors deems relevant. In addition, our
debt agreements contain covenants restricting the payment of cash dividends to
our common stockholders.

           SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Section 16(a) of the Exchange Act requires our directors and executive
officers, and persons who own more than 10% of our common stock, to file initial
reports of ownership and reports of changes in ownership with the SEC and The
Nasdaq Stock Market. Such persons are required by the SEC to furnish us copies
of all Section 16(a) forms they file. Based on our records or written
representations from certain reporting persons, we believe that during 2001 all
our directors, officers and 10% or greater beneficial owners timely filed all
required Section 16(a) reports.


                                       44
<PAGE>

                             AUDIT COMMITTEE REPORT

      Management has the primary responsibility for our financial reporting
process, including our financial statements, while the Board is responsible for
overseeing our accounting, auditing and financial reporting practices and our
independent public accountants have the responsibility for the examination of
our annual financial statements, expressing an opinion on the conformity of
those financial statements with accounting principles generally accepted in the
United States and issuing a report thereon. In assisting the Board in fulfilling
its oversight responsibility with respect to our fiscal year ended December 31,
2001, the Audit Committee:

      o     Reviewed and discussed the audited financial statements for the
            fiscal year ended December 31, 2001 with management and KPMG LLP
            ("KPMG"), our independent public accountants;

      o     Discussed with KPMG the matters required to be discussed by
            Statement on Auditing Standards No. 61, "Communications with Audit
            Committees", as amended, relating to the conduct of the audit; and

      o     Received the written disclosures and the letter from KPMG regarding
            its independence as required by Independence Standards Board
            Standard No. 1, "Independence Discussions with Audit Committees".
            The Audit Committee also discussed KPMG's independence with KPMG and
            considered whether the provision of non-audit services rendered by
            KPMG was compatible with maintaining its independence under SEC
            rules governing the independence of a company's outside auditors.

      Based on the foregoing review and discussions, the Audit Committee
recommended to the Board that our audited financial statements for the fiscal
year ended December 31, 2001 be included in our Annual Report on Form 10-K filed
with the SEC for that year.

      This report is submitted by the members of the Audit Committee.

                                    LAWRENCE WESNESKI
                                    SAM DOUGLASS
                                    JOHN SIMON

                              INDEPENDENT AUDITORS

      KPMG LLP, independent certified public accountants, was our independent
auditor during 2001 and the Board has appointed KPMG LLP to audit our
consolidated financial statements for the year ending December 31, 2002. ATP has
been advised by KPMG LLP that neither that firm nor any of its associates has
any material relationship with ATP or any of its subsidiaries. No formal action
is proposed to be taken at the annual meeting with respect to the continued
employment of KPMG LLP as no such action is legally required.

      The following table presents fees for professional audit services rendered
by KPMG LLP for the audit of the Company's annual financial statements for 2001,
and fees billed for other services rendered by KPMG LLP.

      Audit fees, excluding audit related fees             $242,400
                                                           ========
      Financial information systems design
           and implementation fees                         $      0
                                                           ========
      All other fees:
           Audit related fees (1)                            24,400
           Other non-audit related fees                           0
                                                           --------
      Total all other fees                                 $ 24,400
                                                           ========

----------
      (1)   Audit related fees consisted primarily of audits of financial
            statements of employee benefit plans.

      Representatives of KPMG LLP are expected to be present at the annual
meeting to respond to appropriate questions of stockholders and to make a
statement if they desire.

                                       45
<PAGE>

          CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

      This proxy statement contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Exchange Act. All statements other than statements of historical fact included
in and incorporated by reference into this proxy statement are forward-looking
statements. When used in this proxy statement, the words "expect," "anticipate,"
"intend," "plan," "believe," "seek," "estimate," and similar expressions are
intended to identify forward-looking statements, although not all
forward-looking statements contain these identifying words. These forward
looking statements are based on assumptions, which we believe are reasonable,
but which are open to a wide range of uncertainties and business risks. Factors
that could cause actual results to differ materially from those anticipated are
discussed in the pertinent sections of this proxy statement and in our periodic
filings with the SEC, including our annual report on Form 10-K for the year
ended December 31, 2001.

                             ADDITIONAL INFORMATION

Solicitation of Proxies/Costs

      ATP is making this proxy solicitation. We will bear the cost of the
solicitation of proxies. We have retained Morrow & Co., Inc. to coordinate the
solicitation of proxies. Morrow & Co., Inc. will solicit proxies by personal
interview, mail, telephone or telegram and will request brokerage houses and
other custodians, nominees and fiduciaries to forward solicitation material to
the beneficial owners of the common stock held of record by such persons. We
will pay Morrow & Co., Inc. a customary fee covering its services, expected to
be approximately $7,500, and will reimburse Morrow & Co., Inc. for payments made
to brokers and other nominees for their expenses in forwarding solicitation
material. Further solicitation may be made by our directors, officers and
employees personally, by telephone or otherwise, but they will not be
specifically compensated for these services.

Stockholder Proposals

      If we complete the merger, we will no longer have public stockholders or
any public participation in our stockholder meetings. If we do not complete the
merger, we intend to hold our next annual stockholder meeting in May of 2003. In
that case, if you are still a stockholder as of the record date of such meeting,
you would continue to be entitled to attend and participate in our stockholder
meetings. Our by-laws require a stockholder who intends to nominate directors or
propose new business at any annual meeting to provide advance notice of such
intended action as well as certain additional information. Our by-laws require
stockholders to provide us with notice of their intent to nominate directors or
propose new business at an annual meeting not less than 120 calendar days before
the date of our proxy statement for our 2002 annual meeting as provided in Rule
14a-8 under the Exchange Act. Accordingly, proposals to be submitted by
stockholders for consideration at our next annual meeting and inclusion in our
2003 annual proxy statement must have been received by us at our executive
offices in Roswell, Georgia, not later than ________ __, 2003. SEC rules
establish standards as to which stockholder proposals are required to be
included in a proxy statement for an annual meeting. We will only consider
proposals for inclusion in our proxy statement for an annual meeting that
satisfy the requirements of applicable SEC rules.

Other Matters

      Our Board of Directors currently is not aware of any business to be acted
upon at the meeting other than as described in this proxy statement. If,
however, other matters are properly brought before the meeting, in the absence
of instructions to the contrary, persons appointed as proxies will have
discretion to vote or act on the matters in their best judgment. If we do not
complete the merger, and do not receive notice of any matter that a shareholder
wishes to raise at the annual meeting in 2003 by _______ __, 2003 and a matter
is raised at the meeting, the proxy holders for next year's meeting will have
discretionary authority to vote on the matter.


                                       46
<PAGE>

                       WHERE YOU CAN FIND MORE INFORMATION

      We file reports, proxy statements and other information with the SEC under
the Exchange Act. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. You may read and copy this information at the
following locations of the SEC:

      Public Reference Room                   New York Regional Office
      450 Fifth Street, N.W.                  233 Broadway
      Room 1024                               New York, New York 10279
      Washington, D.C. 20549
      Chicago Regional Office
      Northwestern Atrium Center
      500 West Madison Street, 14th Floor
      Chicago, Illinois 60661

      You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates. The SEC also maintains an Internet world wide
web site that contains reports, proxy statements and other information about
issuers, including ATP and General Dynamics, who file electronically with the
SEC. The address of that site is http://www.sec.gov. You can also inspect
reports, proxy statements and other information about us at the offices of The
Nasdaq Stock Market, Inc., 1735 K Street, N.W., Washington, D.C. 20006.


                                       47

<PAGE>

                                                                      APPENDIX A

                          AGREEMENT AND PLAN OF MERGER

                             dated as of May 2, 2002

                                      AMONG

                          GENERAL DYNAMICS CORPORATION,

                        ATHENA ACQUISITION I CORPORATION

                                       AND

                        ADVANCED TECHNICAL PRODUCTS, INC.


<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Description                                                                                                    Page
-----------                                                                                                    ----
<S>                        <C>                                                                                 <C>
ARTICLE 1 THE MERGER............................................................................................A-1
      Section 1.1          The Merger...........................................................................A-1
      Section 1.2          The Closing..........................................................................A-1
      Section 1.3          Effective Time.......................................................................A-2
      Section 1.4          Effects of the Merger................................................................A-2
      Section 1.5          Certificate of  Incorporation and Bylaws.............................................A-2
      Section 1.6          Directors and Officers...............................................................A-2
      Section 1.7          Conversion of Company Common Stock...................................................A-2
      Section 1.8          Company Options......................................................................A-4
      Section 1.9          Conversion of Merger Subsidiary Common Stock.........................................A-4

ARTICLE 2 PAYMENT...............................................................................................A-4
      Section 2.1          Surrender of Certificates............................................................A-4
      Section 2.2          Paying Agent; Certificate Surrender Procedures.......................................A-5
      Section 2.3          Transfer Books.......................................................................A-5
      Section 2.4          Termination of Payment Fund..........................................................A-6
      Section 2.5          Lost Certificates....................................................................A-6
      Section 2.6          No Rights as Stockholder.............................................................A-6
      Section 2.7          Withholding..........................................................................A-6
      Section 2.8          Further Action.......................................................................A-7

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY.........................................................A-7
      Section 3.1          Organization.........................................................................A-7
      Section 3.2          Capitalization.......................................................................A-7
      Section 3.3          Authorization of Transaction; Enforceability.........................................A-9
      Section 3.4          Vote Required........................................................................A-9
      Section 3.5          Noncontravention; Consents..........................................................A-10
      Section 3.6          Company Filings; Proxy Statement....................................................A-10
      Section 3.7          No Undisclosed Liabilities..........................................................A-11
      Section 3.8          Absence of Material Adverse Effect..................................................A-11
      Section 3.9          Litigation and Legal Compliance.....................................................A-12
      Section 3.10         Contract Matters....................................................................A-13
      Section 3.11         Tax Matters.........................................................................A-16
      Section 3.12         Employee Benefit Matters............................................................A-20
      Section 3.13         Environmental Matters...............................................................A-23
      Section 3.14         Properties..........................................................................A-25
      Section 3.15         Intellectual Property Matters.......................................................A-25
      Section 3.16         Labor Matters.......................................................................A-26
      Section 3.17         Rights Agreement....................................................................A-27
</TABLE>


                                      A-ii
<PAGE>

<TABLE>
<CAPTION>

<S>                        <C>                                                                                 <C>
      Section 3.18         Insurance Policies..................................................................A-27
      Section 3.19         Brokers' Fees.......................................................................A-27
      Section 3.20         Full Disclosure.....................................................................A-27

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE MERGER SUBSIDIARY...............................A-28
      Section 4.1          Organization........................................................................A-28
      Section 4.2          Authorization of Transaction; Enforceability........................................A-28
      Section 4.3          Noncontravention; Consents..........................................................A-28
      Section 4.4          Brokers' Fees.......................................................................A-29
      Section 4.5          No Capital Ownership in the Company.................................................A-29
      Section 4.6          Adequate Cash Resources.............................................................A-29


ARTICLE 5 COVENANTS............................................................................................A-29
      Section 5.1          General.............................................................................A-29
      Section 5.2          Further Assurances..................................................................A-29
      Section 5.3          Interim Conduct of the Company......................................................A-30
      Section 5.4          Proxy Statement.....................................................................A-33
      Section 5.5          Additional Reports..................................................................A-33
      Section 5.6          Nonsolicitation of Acquisition Proposals............................................A-34
      Section 5.7          Indemnification.....................................................................A-36
      Section 5.8          Public Announcements................................................................A-38
      Section 5.9          Full Access.........................................................................A-39
      Section 5.10         Actions Regarding Antitakeover Statutes.............................................A-39
      Section 5.11         Employee Benefit Matters............................................................A-39
      Section 5.12         Standstill Provisions...............................................................A-41
      Section 5.13         Notice of Developments..............................................................A-41

ARTICLE 6 CONDITIONS TO THE CONSUMMATION OF THE MERGER.........................................................A-41
      Section 6.1          Conditions to the Obligations of Each Party.........................................A-41
      Section 6.2          Conditions to the Obligation of the Company.........................................A-41
      Section 6.3          Conditions to the Obligation of Parent and the Merger Subsidiary....................A-42
      Section 6.4          Frustration of Closing Conditions...................................................A-43

ARTICLE 7 TERMINATION..........................................................................................A-43
      Section 7.1          Termination.........................................................................A-43
      Section 7.2          Effect of Termination...............................................................A-44
      Section 7.3          Termination Fee.....................................................................A-44
      Section 7.4          Other Termination Fee Matters.......................................................A-45

ARTICLE 8 MISCELLANEOUS........................................................................................A-46
      Section 8.1          Nonsurvival of Representations......................................................A-46
      Section 8.2          Specific Performance................................................................A-46
      Section 8.3          Successors and Assigns..............................................................A-46
</TABLE>


                                     A-iii
<PAGE>

<TABLE>
<CAPTION>

<S>                        <C>                                                                                 <C>
      Section 8.4          Amendment...........................................................................A-46
      Section 8.5          Extension of Time; Waiver...........................................................A-46
      Section 8.6          Severability........................................................................A-46
      Section 8.7          Counterparts........................................................................A-46
      Section 8.8          Descriptive Headings................................................................A-47
      Section 8.9          Notices.............................................................................A-47
      Section 8.10         No Third Party Beneficiaries........................................................A-48
      Section 8.11         Entire Agreement....................................................................A-48
      Section 8.12         Construction........................................................................A-48
      Section 8.13         Consent to Jurisdiction.............................................................A-48
      Section 8.14         Governing Law.......................................................................A-48
</TABLE>


                                      A-iv

<PAGE>

                             TABLE OF DEFINED TERMS

Acquisition Agreement                                               Section 5.6
Acquisition Proposal                                                Section 5.6
Affiliate                                                           Section 3.10
Affiliated Group                                                    Section 3.11
Agreement                                                           Preamble
Antitrust Laws                                                      Section 3.5
Certificate                                                         Section 2.1
Certificate of Merger                                               Section 1.3
Closing                                                             Section 1.2
Closing Date                                                        Section 1.2
Code                                                                Section 3.11
Company                                                             Preamble
Company Common Stock                                                Section 1.7
Company Disclosure Letter                                           Article 3
Company Material Adverse Effect                                     Section 3.1
Company Material Agreements                                         Section 3.10
Company Plans                                                       Section 3.12
Company Preferred Stock                                             Section 3.2
Company Representatives                                             Section 5.6
Company SEC Documents                                               Section 3.6
Company Stock                                                       Section 3.2
Company Stock Plans                                                 Section 1.8
Company Stockholders Approval                                       Section 3.4
Company Stockholders                                                Section 3.3
Company Stockholders Meeting                                        Section 3.6
Confidentiality Agreement                                           Section 5.9
Constituent Corporations                                            Section 1.1
Deferred Compensation Plan                                          Section 5.11
Delaware Act                                                        Preamble
Dissenting Shares                                                   Section 1.7
Effective Time                                                      Section 1.3
Employee Pension Benefit Plan                                       Section 3.12
Employee Welfare Benefit Plan                                       Section 3.12
Employees                                                           Section 5.11
Environmental Law                                                   Section 3.13
ERISA                                                               Section 3.12
ESPP                                                                Section 5.11
Exchange Act                                                        Section 3.5
GAAP                                                                Section 3.6
Government Contract                                                 Section 3.10
Governmental Entity                                                 Section 3.5
Hazardous Materials                                                 Section 3.13


                                      A-v
<PAGE>

HSR Act                                                             Section 3.5
Indemnified Parties                                                 Section 5.7
Insurance Policies                                                  Section 3.18
Intellectual Property                                               Section 3.15
Laws                                                                Section 3.9
Lien                                                                Section 3.2
Merger                                                              Preamble
Merger Consideration                                                Section 1.7
Merger Subsidiary                                                   Preamble
Multiemployer Plan                                                  Section 3.12
Negotiation Period                                                  Section 5.6
Parent                                                              Preamble
Parent Material Adverse Effect                                      Section 5.2
Paying Agent                                                        Section 2.2
Payment Fund                                                        Section 2.2
Permitted Liens                                                     Section 3.14
PGBC                                                                Section 3.12
Post-Closing Tax Period                                             Section 3.11
Pre-Closing Tax Period                                              Section 3.11
Proxy Statement                                                     Section 3.6
Rights                                                              Section 1.7
Rights Agreement                                                    Section 1.7
SEC                                                                 Section 3.6
Securities Act                                                      Section 3.6
Stock Options                                                       Section 1.8
Subsidiary                                                          Section 1.7
Superior Proposal                                                   Section 5.6
Surviving Corporation                                               Section 1.1
Tax Authority                                                       Section 3.11
Tax Returns                                                         Section 3.11
Taxes                                                               Section 3.11
Termination Fee                                                     Section 7.3


                                      A-vi

<PAGE>



                          AGREEMENT AND PLAN OF MERGER


      AGREEMENT AND PLAN OF MERGER dated as of May 2, 2002 (the "Agreement")
among General Dynamics Corporation, a Delaware corporation (the "Parent"),
Athena Acquisition I Corporation, a Delaware corporation and wholly-owned
subsidiary of the Parent (the "Merger Subsidiary"), and Advanced Technical
Products, Inc., a Delaware corporation (the "Company").

      WHEREAS, the Board of Directors of each of the Parent, the Merger
Subsidiary and the Company deem it advisable and in the best interests of their
respective companies and stockholders to consummate the merger of the Merger
Subsidiary with and into the Company, upon the terms and subject to the
conditions set forth herein (the "Merger"), and have adopted resolutions in
accordance with the General Corporation Law of the State of Delaware (as
amended, the "Delaware Act") approving this Agreement, the Merger and the other
transactions contemplated herein.

      WHEREAS, pursuant to the Merger, shares of the Company's common stock will
be converted into the right to receive the Merger Consideration (as defined
below) in the manner set forth herein, and the Company will become a
wholly-owned subsidiary of the Parent.

      NOW, THEREFORE, in consideration of the mutual agreements contained in
this Agreement, and for other good and valuable consideration, the value,
receipt and sufficiency of which are acknowledged, the parties agree as follows:

                                    ARTICLE 1

                                   THE MERGER

      Section 1.1 The Merger. Subject to the terms and conditions of this
Agreement, at the Effective Time (as defined in Section 1.3) the Merger
Subsidiary will be merged with and into the Company in accordance with the
provisions of the Delaware Act. Following the Merger, the Company will continue
as the surviving corporation (the "Surviving Corporation") and the separate
corporate existence of the Merger Subsidiary will cease. The Merger Subsidiary
and the Company are sometimes referred to collectively as the "Constituent
Corporations."

      Section 1.2 The Closing. Unless this Agreement has been terminated
pursuant to Section 7.1, the closing of the Merger (the "Closing") will take
place at 10:00 a.m., local time, on a date to be specified by the parties that
is no later than the third business day following satisfaction or waiver of the
conditions set forth in Article 6 (the "Closing Date"), at the offices of Jenner
& Block, LLC, 601 13th Street N.W., Suite 1200S, Washington, D.C., 20006, unless
another date, time or place is agreed to in writing by the parties.


<PAGE>

      Section 1.3 Effective Time. Upon the terms and conditions of this
Agreement, on the Closing Date (or on such other date as the parties may agree)
the Company will file with the Delaware Secretary of State an appropriate
certificate of merger (the "Certificate of Merger") in accordance with the
Delaware Act. The Merger will be consummated on the later of the date on which
the Certificate of Merger has been filed with the Delaware Secretary of State,
or such time as is agreed upon by the parties and specified in such Certificate
of Merger. The time the Merger becomes effective in accordance with the Delaware
Act is referred to in this Agreement as the "Effective Time."

      Section 1.4 Effects of the Merger. The Merger will have the effects set
forth in this Agreement and Section 259 of the Delaware Act. Without limiting
the generality of the foregoing, as of the Effective Time, the Surviving
Corporation will succeed to all the properties, rights, privileges, powers,
franchises and assets of the Constituent Corporations, and all debts,
liabilities and duties of the Constituent Corporations will become debts,
liabilities and duties of the Surviving Corporation.

      Section 1.5 Certificate of Incorporation and Bylaws. At the Effective
Time, the certificate of incorporation and bylaws of the Merger Subsidiary (as
in effect immediately prior to the Effective Time), will become the certificate
of incorporation and bylaws of the Surviving Corporation until thereafter
amended in accordance with their respective terms and the Delaware Act.

      Section 1.6 Directors and Officers. The directors and the officers of the
Merger Subsidiary at the Effective Time will be the initial directors and
officers of the Surviving Corporation and will hold office from the Effective
Time in accordance with the certificate of incorporation and bylaws of the
Surviving Corporation until their respective successors are duly elected or
appointed and qualified.

      Section 1.7 Conversion of Company Common Stock. As of the Effective Time,
by virtue of the Merger and without any action on the part of the holders of any
shares of Company Stock (as defined in Section 3.2):

            (a) Each share of the Company's common stock, par value $0.01 per
      share (the "Company Common Stock"), issued and outstanding immediately
      prior to the Effective Time, (other than shares of Company Common Stock to
      be canceled pursuant to (b) below and Dissenting Shares (as defined in (c)
      below)) will, by virtue of the Merger, be converted into the right to
      receive, upon the surrender of the certificate formerly representing such
      share in accordance with this Agreement, $33.50 in cash, without interest
      (the "Merger Consideration"). The Company Common Stock includes the
      associated rights to purchase Series RP Preferred Stock of the Company
      (the "Rights") issued pursuant to the Rights Agreement dated March 3,
      2000, between the Company and American Stock Transfer & Trust Company (as
      amended, the "Rights


                                      A-2
<PAGE>

      Agreement"); all references herein to the Rights will include all benefits
      that may inure to holders of the Rights pursuant to the Rights Agreement
      and, unless the context otherwise requires, all references herein to
      Company Common Stock will include the Rights. All shares of Company Common
      Stock when converted, will no longer be outstanding and will automatically
      be canceled and retired, and each holder of a certificate representing any
      such shares will cease to have any rights with respect thereto, except the
      right to receive such Merger Consideration. In the event that subsequent
      to the date of this Agreement but prior to the Effective Time, the
      outstanding shares of Company Common Stock are changed into a different
      number of shares or a different class as a result of a stock split,
      reverse stock split, stock dividend, subdivision, reclassification,
      combination, exchange, recapitalization or similar transaction, the Merger
      Consideration will be adjusted to reflect such change.

            (b) Each share of Company Common Stock owned immediately prior to
      the Effective Time by the Company, the Merger Subsidiary, the Parent, or
      any Subsidiary (as defined in (d) below) of the Parent or the Company,
      including without limitation, any such shares held as treasury stock of
      the Company or any Subsidiary of the Company, will, by virtue of the
      Merger and without any action on the part of the holder thereof, be
      canceled and extinguished without any action on the part of the holder
      thereof. For purposes of this section, shares of Company Common Stock
      owned beneficially or held of record by any plan, program or arrangement
      sponsored or maintained for the benefit of any current or former employee
      of the Company, the Parent or any of their respective Subsidiaries, will
      not be deemed to be held by the Company, the Parent or any such
      Subsidiary, regardless of whether the Company, the Parent or any such
      Subsidiary has the power, directly or indirectly, to vote or control the
      disposition of such shares.

            (c) Notwithstanding anything in this Agreement to the contrary,
      shares of Company Common Stock outstanding immediately prior to the
      Effective Time and held by a holder who has not voted in favor of the
      Merger or consented thereto in writing and who has complied with all of
      the relevant provisions of Section 262 of the Delaware Act regarding
      appraisal for such shares ("Dissenting Shares"), will not be converted
      into a right to receive the Merger Consideration, unless such holder fails
      to perfect or withdraws or otherwise loses their right to appraisal. The
      Company will give the Parent prompt written notice of any and all demands
      for appraisal rights, withdrawal of such demands and any other
      communications delivered to the Company pursuant to Section 262 of the
      Delaware Act, and the Company will give the Parent the opportunity, to the
      extent permitted by law, to participate in all negotiations and
      proceedings with respect to such demands. Except with the prior written
      consent of the Parent, the Company will not voluntarily make any payment
      with respect to any demand for appraisal rights and will not settle or
      offer to settle any such demand. Each holder of Dissenting Shares who
      becomes entitled to payment for such Dissenting Shares under the
      provisions of Section 262 of the Delaware Act, will receive payment
      thereof from the Surviving Corporation


                                      A-3
<PAGE>

      and such shares of Company Common Stock will no longer be outstanding and
      will automatically be canceled and retired and will cease to exist.

            (d) The term "Subsidiary" as used in this Agreement means any
      corporation, partnership, limited liability company or other business
      entity 50% or more of the outstanding voting equity securities of which
      are owned, directly or indirectly, by the Company or the Parent, as
      applicable.

      Section 1.8 Stock Options. The Company will cause each option, warrant or
other right to purchase shares of Company Common Stock (collectively, the "Stock
Options") under any option plan, program, agreement or other arrangement of the
Company or any of its Subsidiaries, including the 2000 Advanced Technical
Products, Inc. Stock Option Plan, the 2000 Advanced Technical Products, Inc.
Non-Employee Directors Stock Option Plan, the Advanced Technical Products, Inc.
Subsidiary Key Management Stock Option Plan (1996), the 1997 Advanced Technical
Products, Inc. Stock Option Plan and the Advanced Technical Products, Inc.
Non-Employee Directors Stock Option Plan (collectively, the "Company Stock
Plans") that is outstanding and unexercised, whether vested or unvested,
immediately prior to the Effective Time, to be canceled as of the Effective Time
and to be converted at the Effective Time into the right to receive, in full
satisfaction of such Stock Options, cash from the Company in an amount equal to
the product of (X) the excess, if any, of the Merger Consideration over the per
share exercise price of such Company Option immediately prior to the Effective
Time (subject to adjustment pursuant to the last sentence of Section 1.7(a)) and
(Y) the number of shares of Company Common Stock issuable pursuant to such
Company Option as of the Effective Time (in each case assuming such Company
Option had been fully vested and fully exercisable immediately prior to the
Effective Time), which cash payment will be made promptly following the
Effective Time, and will be paid net of any applicable federal or state
withholding taxes.

      Section 1.9 Conversion of Merger Subsidiary Common Stock. Each share of
the common stock, par value $0.01 per share, of the Merger Subsidiary issued and
outstanding immediately prior to the Effective Time will, by virtue of the
Merger and without any action on the part of the holder thereof, be converted
into one validly issued, fully paid and nonassessable share of the common stock,
par value $0.01 per share, of the Surviving Corporation, and the Surviving
Corporation will be a wholly-owned subsidiary of the Parent.

                                    ARTICLE 2

                                     PAYMENT

      Section 2.1 Surrender of Certificates. From and after the Effective Time,
each holder of a certificate that immediately prior to the Effective Time
represented outstanding shares of Company Common Stock (a "Certificate") will be
entitled to receive in exchange therefor, upon surrender thereof to the Paying
Agent (as defined below), the Merger Consideration into which


                                      A-4
<PAGE>

the shares of Company Common Stock evidenced by such Certificate were converted
pursuant to the Merger. No interest will be payable on the Merger Consideration
to be paid to any holder of a Certificate irrespective of the time at which such
Certificate is surrendered for exchange.

      Section 2.2    Paying Agent; Certificate Surrender Procedures.

            (a) Prior to the Effective Time, the Parent will designate (with the
      approval of the Company, not to be unreasonably withheld) and enter into
      an agreement with an institution or trust company to act as paying agent
      for the Merger Consideration (the "Paying Agent"). As soon as reasonably
      practical after the Effective Time, the Parent will deposit with the
      Paying Agent an amount in cash sufficient to provide all funds necessary
      for the Paying Agent to make payment of the Merger Consideration pursuant
      to this Agreement (the "Payment Fund"). Pending payment of such funds to
      the holders of Certificates, such funds will be held and may be invested
      by the Paying Agent as the Parent directs (so long as such directions do
      not impair the rights of holders of Company Stock) in the direct
      obligations of the United States, obligations for which the full faith and
      credit of the United States is pledged to provide for the payment of
      principal and interest, or commercial paper rated of the highest quality
      by Moody's Investors Services, Inc. or Standard & Poor's Corporation. Any
      net profit resulting from, or interest or income produced by, such
      investments will be payable to the Parent or its designee, in the Parent's
      sole discretion. The Parent will promptly replace any funds lost through
      any investment made pursuant to this section.

            (b) As soon as reasonably practicable after the Effective Time, the
      Parent will instruct the Paying Agent to mail to each record holder of a
      Certificate (i) a letter of transmittal (which will specify that delivery
      will be effected, and risk of loss and title to such Certificates will
      pass, only upon delivery of the Certificate to the Paying Agent and will
      be in such form and have such other provisions as the Parent will
      reasonably specify) and (ii) instructions for use in effecting the
      surrender of Certificates for the Merger Consideration. Upon the surrender
      to the Paying Agent of such Certificate or Certificates together with a
      duly executed and completed letter of transmittal and all other documents
      and other materials required by the Paying Agent to be delivered in
      connection therewith, the holder will be entitled to receive the Merger
      Consideration into which the Certificate or Certificates so surrendered
      have been converted in accordance with the provisions of this Agreement.
      Until so surrendered, each outstanding Certificate will be deemed from and
      after the Effective Time, for all corporate purposes, to evidence the
      right to receive the Merger Consideration into which the shares of Company
      Common Stock represented by such Certificate have been converted in
      accordance with the provisions of this Agreement.

      Section 2.3 Transfer Books. The stock transfer books of the Company will
be closed at the Effective Time, and no transfer of any shares of Company Common
Stock will thereafter be recorded on any of the stock transfer books. In the
event of a transfer of ownership of any


                                      A-5
<PAGE>

Company Common Stock prior to the Effective Time that is not registered in the
stock transfer records of the Company at the Effective Time, the Merger
Consideration into which such Company Common Stock has been converted in the
Merger will be paid to the transferee in accordance with the provisions of
Section 2.2(b) only if the Certificate is surrendered as provided in Section 2.2
and accompanied by all documents required to evidence and effect such transfer
(including evidence of payment of any applicable stock transfer taxes).

      Section 2.4 Termination of Payment Fund. Any portion of the Payment Fund
which remains undistributed one hundred eighty (180) days after the Effective
Time will be delivered to the Parent upon demand, and each holder of Company
Common Stock who has not previously surrendered Certificates in accordance with
the provisions of this Article 2 will thereafter look only to the Parent for
satisfaction of any claims for the Merger Consideration such holder may have.
Notwithstanding the foregoing, neither the Parent, the Merger Subsidiary nor the
Surviving Corporation will be liable to any former holder of Company Common
Stock for any portion of the Merger Consideration delivered to any public
official pursuant to any applicable abandoned property, escheat or similar law.

      Section 2.5 Lost Certificates. If any Certificate has been lost, stolen or
destroyed, upon the making of an affidavit (in form and substance acceptable to
the Parent) of that fact by the person making such a claim, and, if required by
the Parent, the posting by such person of a bond in such reasonable amount as
the Parent may direct as indemnity against any claim that may be made against
with respect to such Certificate, the Paying Agent will deliver in exchange for
such lost, stolen or destroyed Certificate the Merger Consideration pursuant to
Section 2.2(b).

      Section 2.6 No Rights as Stockholder. From and after the Effective Time,
the holders of Certificates will cease to have any rights as a stockholder of
the Surviving Corporation except as otherwise expressly provided in this
Agreement or by applicable Laws, and the Parent will be entitled to treat each
Certificate that has not yet been surrendered for exchange solely as evidence of
the right to receive the Merger Consideration into which the shares of Company
Common Stock evidenced by such Certificate have been converted pursuant to the
Merger, provided, however, that each holder of a Certificate that has become
entitled to any dividend declared but unpaid as of the Effective Time will
continue to be entitled to such dividend following the Effective Time, and the
Surviving Corporation will pay such dividend to such holder in the amount and on
the date specified therefor by the Board of Directors of the Company at the time
of declaration thereof.

      Section 2.7 Withholding. The Parent will be entitled to deduct and
withhold from the Merger Consideration otherwise payable to any former holder of
Company Common Stock all amounts required by law to be deducted or withheld
therefrom. To the extent that amounts are so withheld by the Parent or the
Merger Subsidiary, such withheld amounts will be treated for all purposes of
this Agreement as having been paid to the holder of the shares of Company Common
Stock in respect of which such deduction and withholding was made by the Parent
or the Merger Subsidiary.


                                      A-6
<PAGE>

      Section 2.8 Further Action. If, at any time after the Effective Time, any
further action is determined by the Parent to be necessary or desirable to carry
out the purposes of this Agreement or to vest the Surviving Corporation with
full right, title and possession of and to all rights and property of the
Constituent Corporations, the officers and directors of the Surviving
Corporation and the Parent shall be fully authorized (in the name of the Merger
Subsidiary, in the name of the Company and otherwise) to take such action.

                                    ARTICLE 3

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

      The Company represents and warrants to the Parent and the Merger
Subsidiary that, except as disclosed in (i) the Company SEC Documents (as
defined in Section 3.6) filed with the SEC (as defined in Section 3.6)
subsequent to May 13, 2001 but prior to the date hereof, or (ii) the letter
dated as of the date of this Agreement from the Company to the Parent (the
"Company Disclosure Letter"):

      Section 3.1 Organization. The Company and each of its Subsidiaries is a
corporation duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation, and has all requisite corporate power
and authority to own, lease and operate its properties and assets and to carry
on its business as presently being conducted. The Company and each of its
Subsidiaries is duly qualified or licensed to conduct business as a foreign
corporation in each jurisdiction where such qualification or licensing is
necessary, except where the failure to be so qualified would not, individually
or in the aggregate, reasonably be expected to have a Company Material Adverse
Effect. The term "Company Material Adverse Effect" means any event,
circumstance, condition, change, development or effect that, either individually
or in the aggregate with all other events, circumstances, conditions, changes,
developments or effects, would have a material adverse effect on the business,
condition (financial or otherwise), assets, liabilities, operations or results
of operations of the Company and its Subsidiaries taken as a whole (but not
taking into account any change or effect primarily caused by conditions
affecting the United States economy or securities markets in general as a whole,
or the Company's industry and not specifically relating to the Company and its
Subsidiaries), or the ability of the Company to consummate the Merger and to
perform its obligations under this Agreement. The Company has delivered to the
Parent correct and complete copies of the certificate of incorporation and
bylaws currently in effect for the Company and each of its Subsidiaries.

      Section 3.2 Capitalization.

            (a) The authorized capital stock of the Company consists of
      30,000,000 shares of Company Common Stock and 2,000,000 shares of
      preferred stock, par value $1.00 per


                                      A-7
<PAGE>

      share, of which 600,000 shares have been designated as Series RP Preferred
      Stock, (the "Company Preferred Stock," together with the Company Common
      Stock, the "Company Stock"). As of the close of business on April 30,
      2002, (i) 5,890,064 shares of Company Common Stock were issued and
      outstanding, no shares were held by the Company as treasury shares and
      1,000,000 shares were reserved for issuance pursuant to the Company Stock
      Plans; and (ii) 600,000 shares of Company Preferred Stock were reserved
      for issuance pursuant to the Rights Agreement. Since April 30, 2002, no
      additional shares of capital stock have been issued except shares issued
      upon the exercise of Stock Options issued pursuant to the Company Stock
      Plans. All of the issued and outstanding shares of capital stock of the
      Company have been duly authorized and are validly issued, fully paid,
      nonassessable and free of preemptive rights. No shares of Company
      Preferred Stock have been issued or are outstanding.

            (b) Other than the Stock Options to acquire an aggregate of not more
      than 604,914 shares of Company Common Stock and the Rights, there are no
      outstanding or authorized options, calls, warrants, subscription rights,
      convertible securities, conversion rights, exchange rights or other
      contracts, agreements or commitments that could require the Company or any
      of its Subsidiaries to issue, transfer, sell or otherwise cause to become
      outstanding any of its capital stock. There are no outstanding stock
      appreciation, phantom stock, profit participation or similar rights with
      respect to the Company or any of its Subsidiaries or other equity interest
      in the Company or any of its Subsidiaries, or securities convertible into
      or exchangeable for such shares or equity interests. As of the date
      hereof, the Company Disclosure Letter sets forth a list of all outstanding
      Stock Options and stock appreciation rights, as well as the respective
      exercise prices, dates of grant and vesting schedules thereof. The Company
      is not party to or bound by any obligation to accelerate the vesting of
      any Stock Options.

            (c) Neither the Company nor any of its Subsidiaries is a party to
      any voting trust, proxy or other agreement or understanding with respect
      to the voting of any capital stock of the Company or any of its
      Subsidiaries.

            (d) The Board of Directors of the Company has not declared any
      dividend or distribution with respect to the Company Common Stock the
      record or payment date for which is on or after the date of this
      Agreement.

            (e) All of the outstanding shares of capital stock of each of the
      Company's Subsidiaries have been duly authorized and are validly issued,
      fully paid, nonassessable and free of preemptive rights, and are owned by
      the Company or one of its Subsidiaries, free and clear of any and all
      liens, encumbrances, security interests, charges, pledges or other claims
      ("Liens"). Neither the Company nor any of its Subsidiaries own ----- or
      control directly or indirectly, or have any direct or indirect equity
      participation in, any corporation, partnership, limited liability company,
      joint venture or other entity.


                                      A-8
<PAGE>

            (f) As of the date hereof, (i) no bonds, debentures, notes or other
      indebtedness of the Company having the right to vote are issued or
      outstanding, and (ii) there are no outstanding contractual obligations of
      the Company or any of its Subsidiaries to repurchase, redeem or otherwise
      acquire any shares of capital stock of the Company or any of its
      Subsidiaries.

            (g) The Company Common Stock is traded on the Nasdaq National
      Market. No other securities of the Company or any of its Subsidiaries are
      listed or quoted for trading on any United States domestic or foreign
      securities exchange.

      Section 3.3 Authorization of Transaction; Enforceability. Subject to
obtaining the Company Stockholders Approval (as defined in Section 3.4), the
Company has full corporate power and authority and has taken all requisite
corporate action to enable it to execute and deliver this Agreement, to
consummate the Merger and the other transactions contemplated hereby and to
perform its obligations hereunder. The Board of Directors of the Company has
unanimously adopted resolutions approving this Agreement, the Merger and the
other transactions contemplated hereby, determining that the foregoing are fair
to, and in the best interests of, the Company and its stockholders (the "Company
Stockholders"), and recommending that the Company's Stockholders approve this
Agreement and the Merger. The foregoing resolutions of the Board of Directors of
the Company have not been modified, supplemented or rescinded and remain in full
force and effect. In connection with its adoption of the foregoing resolutions,
the Board of Directors of the Company received the written opinion of Houlihan
Lokey Howard & Zukin, financial advisor to the Board of Directors of the
Company, to the effect that as of the date of this Agreement, the Merger
Consideration is fair to the Company Stockholders from a financial point of
view. The foregoing opinion has not been modified, supplemented or rescinded on
or prior to the date of this Agreement. The Company has delivered to the Parent
correct and complete copies of the foregoing resolutions and opinion. This
Agreement constitutes the valid and legally binding obligation of the Company,
enforceable in accordance with its terms and conditions (except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer and similar laws of general
applicability relating to or affecting creditors' rights or by general equity
principles). The action taken by the Board of Directors of the Company
constitutes approval of the Merger by the Board of Directors of the Company
under the provisions of Section 203 of the Delaware Act, and no other fair
price, moratorium, control share acquisition or other form of state takeover
statute, rule or regulation is applicable to the Merger or consummation of the
transactions contemplated hereby.

      Section 3.4 Vote Required. The affirmative vote of the holders of a
majority of the outstanding shares of Company Common Stock (the "Company
Stockholders Approval") is the only vote of the holders of any class or series
of the Company's capital stock necessary to approve the Merger and the
consummation of the transactions contemplated hereby.


                                      A-9
<PAGE>

      Section 3.5 Noncontravention; Consents. Except for (a) filings and
approvals necessary to comply with the applicable requirements of the Securities
Exchange Act of 1934, as amended (together with the rules and regulations
thereunder, the "Exchange Act") and the "blue sky" laws and regulations of
various states, (b) filings pursuant to the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), and any other applicable
competition, merger control, antitrust or similar laws or regulations set forth
in the Company Disclosure Letter (collectively with the HSR Act, the "Antitrust
Laws"), (c) approval of the Merger by the Company's Stockholders and the filing
of the Certificate of Merger pursuant to the Delaware Act, and any similar
certificates or filings to be made pursuant to the corporation laws of other
jurisdictions in which the Company or any of its Subsidiaries is qualified to do
business, and (d) any filings required under the rules and regulations of The
Nasdaq Stock Market, neither the execution and delivery of this Agreement by the
Company, nor the consummation by the Company of the transactions contemplated
hereby, will (i) violate or conflict with any provision of the certificate of
incorporation or bylaws of the Company or any of its Subsidiaries, (ii) result
in a violation or breach of, be in conflict with, or constitute or create (with
or without due notice or lapse of time or both) a default (or give rise to any
right of termination, cancellation or acceleration) under any of the terms,
conditions or provisions of any Company Material Agreement (as defined in
Section 3.10), (iii) violate any order, writ, judgment, injunction, decree, law,
statute, rule, order or regulation applicable to the Company, any of its
Subsidiaries or any of their properties or assets, (iv) require any filing or
registration with, notification to, or authorization, consent or approval of,
any government or any agency, bureau, board, commission, court, department,
official, political subdivision, tribunal or other instrumentality of any
government, whether federal, state or local, domestic or foreign (each a
"Governmental Entity") or (v) result in the creation or imposition of any Lien
on any of the property or assets of the Company or any of its Subsidiaries;
except in the case of clauses (ii), (iii) (iv) and (v) for such violations,
breaches or defaults that, or filings, registrations, notifications,
authorizations, consents or approvals the failure of which to obtain would not,
individually or in the aggregate, reasonably be expected to have a Company
Material Adverse Effect.

      Section 3.6 Company Filings; Proxy Statement.

            (a) The Company has filed on a timely basis all registration
      statements, proxy statements and other statements, reports, schedules,
      forms and other documents required to be filed by the Company with the
      Securities and Exchange Commission (the "SEC") since December 31, 1997,
      and all exhibits and amendments thereto (collectively, the "Company SEC
      Documents"). Each of the Company SEC Documents, as of its filing date (or
      if amended, as of the date of its last amendment), complied with the
      applicable requirements of the Securities Act of 1933, as amended
      (together with the rules and regulations thereunder, the "Securities Act")
      and the Exchange Act (as the case may be), and did not contain any untrue
      statement of a material fact or omit to state a material fact required to
      be stated therein or necessary in order to make the statements therein, in
      light of the circumstances under which they were made, not misleading. No
      Subsidiary of the


                                      A-10
<PAGE>

      Company is required to file any statements, reports, schedules, forms or
      other documents pursuant to the Securities Act or the Exchange Act.

            (b) Each of the consolidated balance sheets included in the Company
      SEC Documents fairly presents in all material respects the consolidated
      financial position of the Company and its Subsidiaries as of the
      respective dates thereof, and the other related consolidated financial
      statements (including related notes) included therein fairly present in
      all material respects the results of operations and cash flows of the
      Company and its Subsidiaries for the respective periods or as of the
      respective dates set forth therein. Each of the consolidated financial
      statements (including related notes) included in the Company SEC Documents
      comply with the applicable accounting requirements and the published rules
      and regulations of the SEC with respect thereto, and has been prepared in
      accordance with accounting principles generally accepted in the United
      States ("GAAP") applied on a consistent basis during the periods or as of
      the respective dates involved, except as otherwise noted therein and
      subject, in the case of unaudited interim financial statements, to normal
      year-end adjustments. There are no material off-balance sheet assets or
      liabilities of the Company or any of its Subsidiaries except as disclosed
      in the Company SEC Documents.

            (c) The definitive proxy statement materials (as amended or
      supplemented, the "Proxy Statement") to be sent to the Company's
      Stockholders in connection with the meeting of the stockholders to
      consider the Merger (the "Company Stockholders Meeting") will not, on the
      date the Proxy Statement is first mailed to the Stockholders, at the time
      of the Company Stockholders Meeting or at the Effective Time, contain any
      untrue statement of a material fact or omit to state any material fact
      required to be stated therein or necessary in order to make the statements
      therein, in light of the circumstances under which they are made, not
      false or misleading. The Proxy Statement will comply in all material
      respects with the applicable provisions of the Exchange Act.

      Section 3.7 No Undisclosed Liabilities. Neither the Company nor any of its
Subsidiaries has any liabilities or obligations (whether accrued or unaccrued,
absolute or contingent, liquidated or unliquidated, or due or to become due)
except for (a) liabilities and obligations referenced (whether by value or
otherwise) or reflected in the Company SEC Documents, (b) liabilities and
obligations incurred in the ordinary course of business, consistent with past
practice, since December 31, 2001, and (c) other liabilities and obligations
which would not, individually or in the aggregate, reasonably be expected to
have a Company Material Adverse Effect.

      Section 3.8 Absence of Material Adverse Effect. Since December 31, 2001,
there has not been: (i) a Company Material Adverse Effect, nor does there exist
or has there occurred any event, change, circumstance, condition, development or
effect which would, individually or in the aggregate, reasonably be expected to
have a Company Material Adverse Effect; (ii) any declaration, setting aside or
payment of any dividend or other distribution (whether in cash,


                                      A-11
<PAGE>

stock, or property) with respect to any capital stock of the Company or any of
its Subsidiaries or any purchase, redemption or other acquisition for value by
the Company or any of its Subsidiaries of any capital stock of the Company or
any of its Subsidiaries except in the ordinary course of business, consistent
with past practice; (iii) any split, combination or reclassification of any
capital stock of the Company or any of its Subsidiaries or any issuance or the
authorization of any issuance of any other securities in respect of, in lieu of
or in substitution for shares of capital stock of the Company or any of its
Subsidiaries; (iv) (A) any granting by the Company or any of its Subsidiaries to
any director or executive officer of the Company or any of its Subsidiaries of
any increase in compensation, except in the ordinary course of business
consistent with prior practice or as was required under employment agreement in
effect as of December 31, 2001, (B) any granting by the Company or any of its
Subsidiaries to any such director or executive officer of any increase in
severance or termination pay, except as was required under any employment,
severance or termination agreement in effect as of December 31, 2001, or (C) any
entry by the Company or any of its Subsidiaries into any employment, severance
or termination agreement with any such director or executive officer; (v) any
change in accounting methods, principles or practices by the Company or any of
its Subsidiaries materially affecting the assets, liabilities or results of
operations of the Company or any of its Subsidiaries, other than such changes
required by GAAP; or (vi) any material elections with respect to Taxes (as
defined below) by the Company or any of its Subsidiaries (other than those
elections reflected on Tax Returns (as defined below) filed as of the date
hereof) or settlement or compromise by the Company or any of its Subsidiaries of
any material Tax liability or refund.

      Section 3.9 Litigation and Legal Compliance.

            (a) As of the date hereof, there are no claims, actions, suits,
      proceedings or investigations pending or to the Company's knowledge,
      threatened by or against the Company or any of its Subsidiaries which
      would, individually or in the aggregate, reasonably be expected to have a
      Company Material Adverse Effect. Neither the Company nor any of its
      Subsidiaries is subject to any outstanding judgment, injunction, order or
      decree of any Governmental Entity which would, individually or in the
      aggregate, reasonably be expected to have a Company Material Adverse
      Effect. There are no judicial or administrative actions, proceedings or
      investigations pending, or to the Company's knowledge, threatened that
      question the validity of this Agreement or any action taken or to be taken
      by the Company in connection with this Agreement.

            (b) Except for instances of noncompliance that would not,
      individually or in the aggregate, reasonably be expected to have a Company
      Material Adverse Effect, the Company and its Subsidiaries are in
      compliance with each federal, state, local and foreign law, statute, rule,
      regulation, ordinance, permit, order, writ, injunction, judgment or decree
      (collectively "Laws") to which the Company, any of its Subsidiaries, or
      any of their respective assets or properties may be subject. The Company
      and its Subsidiaries have all material permits, licenses, approvals,
      authorizations of and registrations with and


                                      A-12
<PAGE>

      under all Laws, and from all Governmental Entities, required by the
      Company and its Subsidiaries to carry on their respective businesses as
      currently conducted. Neither the Company nor any of its Subsidiaries nor
      any of their respective directors, officers, agents or employees (i) used
      any corporate or other funds for unlawful contributions, gifts,
      entertainment or other unlawful expenses relating to political activity,
      (ii) made or accepted any unlawful payment to foreign or domestic
      government officials or employees or to foreign or domestic political
      parties or campaigns or violated any provision of the Foreign Corrupt
      Practices Act of 1977, as amended, or (iii) made or accepted any other
      unlawful payment, contribution, expenditure or gift.

      Section 3.10 Contract Matters.

            (a) The Company has provided the Parent with true and accurate
      copies of each of the following that are in effect or otherwise binding on
      the Company or any of its Subsidiaries or their respective properties or
      assets (collectively, the "Company Material Agreements"): (i) any credit
      agreement, note, bond, guarantee, mortgage, indenture, lease, or other
      instrument or obligation pursuant to which any "indebtedness" (as defined
      below) of the Company or any of its Subsidiaries is outstanding or may be
      incurred; (ii) any agreement, contract or binding commitment which has
      been, or was required to be, filed as an exhibit to the Company SEC
      Documents; and (iii) any (A) collective bargaining agreement; (B)
      employment or consulting agreement, contract or binding commitment
      providing for compensation or payments in excess of $100,000 in the
      current or any future year; (C) agreement, contract or commitment of
      indemnification or guaranty not entered into in the ordinary course of
      business providing for indemnification which would reasonably be expected
      to exceed $50,000, as well as any agreement, contract or commitment of
      indemnification or guaranty between the Company or any of its Subsidiaries
      and any of their respective officers or directors, irrespective of the
      amount; (D) agreement, contract or binding commitment containing any
      covenant directly or indirectly limiting the freedom of the Company or any
      of its Subsidiaries to engage in any line of business, compete with any
      person, or sell any product, or which, following the consummation of the
      Merger, would so limit the Parent or the Surviving Corporation; (E)
      agreement, contract or binding commitment that will result in the payment
      by, or the creation of any commitment or obligation (absolute or
      contingent) to pay on behalf of the Company or any of its Subsidiaries any
      severance, termination, "golden parachute," or other similar payments to
      any employee following termination of employment or otherwise as a result
      of the consummation of the transactions contemplated by this Agreement;
      (F) agreement, contract or binding commitment by the Company or any of its
      Subsidiaries relating to the disposition or acquisition of material assets
      not in the ordinary course of business or any ownership interest in any
      corporation, partnership, joint venture or other business enterprise; (G)
      other agreement, contract or binding commitment which involves payment by
      the Company or any of its Subsidiaries of $500,000 or more in any twelve
      (12) month period, or $1,000,000 in the aggregate and which is not
      terminable on thirty (30) days notice without liability; or (H) other


                                      A-13
<PAGE>

      agreement, contract or binding commitment which is material to the
      operation, or which is outside the ordinary course, of the Company's and
      its Subsidiaries' businesses. The numerical thresholds set forth in this
      section shall not be deemed in any respect to define materiality for other
      purposes of this Agreement. The Company Disclosure Letter sets forth a
      complete and accurate list of the Company Material Agreements. For
      purposes of this section, "indebtedness" shall mean, with respect to any
      person, without duplication, (1) all obligations of such person for
      borrowed money, (2) all obligations of others secured by any Lien on
      property or assets owned or acquired by such person, whether or not the
      obligations secured thereby have been assumed, (3) all letters of credit
      issued for the account of such person (excluding letters of credit issued
      for the benefit of suppliers to support accounts payable to suppliers
      incurred in the ordinary course of business) and (4) all obligations, the
      principal component of which are obligations under leases that are, or
      should be pursuant to GAAP, classified as capital leases.

            (b) Neither the Company nor any of its Subsidiaries has breached, is
      in default under, or has received written notice of any breach of or
      default under (or, would be in default, breach or violation with notice or
      lapse of time, or both), any Company Material Agreement, except for any
      such breach or default, that would not, individually or in the aggregate,
      reasonably be expected to have a Company Material Adverse Effect. To the
      knowledge of the Company, no other party to any of the Company Material
      Agreements has breached or is in default of any of its obligations
      thereunder. Each of the Company Material Agreements is in full force and
      effect, and will continue to be in full force and effect following
      consummation of the transactions contemplated hereby, except in any such
      case for breaches, defaults or failures that would not, individually or in
      the aggregate, reasonably be expected to have a Company Material Adverse
      Effect. Each of the Company Material Agreements constitutes the valid and
      legally binding obligation of the Company or the appropriate Subsidiary
      that is a party thereto (except as enforceability may be limited by
      applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
      transfer and similar laws of general applicability relating to or
      affecting creditors' rights or by general equity principles). Neither the
      Company nor any of its Subsidiaries has received any notice of
      termination, cancellation or non-renewal with respect to any Company
      Material Agreement, and to the Company's knowledge, no other party to a
      Company Material Agreement plans to terminate, cancel or not renew any
      such agreement.

            (c) With respect to each contract, agreement, bid or proposal
      between the Company or any of its Subsidiaries and any (i) Governmental
      Entity, including any facilities contract for the use of government-owned
      facilities or (ii) third party relating to a contract between such third
      party and any domestic or foreign government or governmental agency (each
      a "Government Contract"), (A) the Company and each of its Subsidiaries
      have complied in all material respects with all terms and conditions of
      such Government Contract, including all clauses, provisions and
      requirements incorporated expressly by reference, or by operation of law
      therein, (B) the Company and each of its


                                      A-14
<PAGE>

      Subsidiaries have complied in all material respects with all requirements
      of all Laws, or agreements pertaining to such Government Contract,
      including where applicable the "Cost Accounting Standards" disclosure
      statement of the Company or such Subsidiary, (C) all representations and
      certifications executed, acknowledged or set forth in or pertaining to
      such Government Contract were complete and correct as of their effective
      dates and the Company and its Subsidiaries have complied with all such
      representations and certifications, (D) neither the United States
      government nor any prime contractor, subcontractor or other person or
      entity has notified the Company or any of its Subsidiaries, in writing or
      orally, that the Company or any of its Subsidiaries has breached or
      violated any Law, certification, representation, clause, provision or
      requirement pertaining to such Government Contract, (E) neither the
      Company nor any of its Subsidiaries has received any notice of termination
      for convenience, notice of termination for default, cure notice or show
      cause notice pertaining to such Government Contract, (F) other than in the
      ordinary course of business, no cost incurred by the Company or any of its
      Subsidiaries pertaining to such Government Contract has been questioned or
      challenged, is the subject of any audit or investigation or has been
      disallowed by any Governmental Entity, and (G) no payments due to the
      Company or any of its Subsidiaries pertaining to such Government Contract
      have been withheld or set off, nor has any claim been made to withhold or
      set off money, and the Company and its Subsidiaries are entitled to all
      progress or other payments received with respect thereto, except for any
      such failure, noncompliance, inaccuracy, breach, violation, termination,
      cost, investigation, disallowance or payment that would not, individually
      or in the aggregate, reasonably be expected to have a Company Material
      Adverse Effect.

            (d) To the Company's knowledge, neither the Company nor any of its
      Subsidiaries or any of their respective directors, officers, employees,
      consultants or agents is or since December 31, 1997 has been under any
      administrative, civil or criminal investigation, indictment or audit by
      any Governmental Entity or under investigation by the Company or any of
      its Subsidiaries with respect to any alleged improper act or omission
      arising under or relating to any Government Contract.

            (e) There exist (i) no material outstanding claims against the
      Company or any of its Subsidiaries, either by any Governmental Entity or
      by any prime contractor, subcontractor, vendor or other person or entity,
      arising under or relating to any Government Contract, and (ii) no material
      disputes between the Company or any of its Subsidiaries and the United
      States government under the Contract Disputes Act, as amended, or any
      other federal statute, or between the Company or any of its Subsidiaries
      and any prime contractor, subcontractor or vendor arising under or
      relating to any Government Contract. Neither the Company nor any of its
      Subsidiaries has (i) any interest in any pending claim against any prime
      contractor, subcontractor or vendor arising under or relating to any
      Government Contract, which, if adversely determined against the Company
      would, individually or in the aggregate, reasonably be expected to


                                      A-15
<PAGE>

      have a Company Material Adverse Effect, or (ii) any interest in any
      pending or potential material claim against any Governmental Entity.

            (f) Since December 31, 1997, neither the Company nor any of its
      Subsidiaries has been debarred or suspended from participation in the
      award of contracts with the United States government or any other
      Governmental Entity (excluding for this purpose ineligibility to bid on
      certain contracts due to generally applicable bidding requirements). To
      the Company's knowledge, there exist no facts or circumstances that would
      warrant the institution of suspension or debarment proceedings or the
      finding of nonresponsibility or ineligibility on the part of the Company,
      any of its Subsidiaries or any of their respective directors, officers or
      employees. No payment has been made by or on behalf of the Company or any
      of its Subsidiaries in connection with any Government Contract in
      violation of applicable procurement laws, rules and regulations or in
      violation of, or requiring disclosure pursuant to, the Foreign Corrupt
      Practices Act of 1977, as amended.

            (g) Neither the Company nor any of its Subsidiaries is (or has been
      since December 31, 2001) a party to a material transaction with an
      Affiliate (as defined below), nor are there any commitments to do so in
      the future. The assets of the Company and its Subsidiaries do not include
      any receivable or other obligation or commitment from an Affiliate, and
      the liabilities of the Company and its Subsidiaries do not include any
      payable or other obligation or commitment to any Affiliate. No Affiliate
      is a party to any contract with any customer or supplier of the Company or
      any of its Subsidiaries, except that with respect to any Affiliate that is
      an Affiliate solely based on its ownership of 5% or more of the voting
      securities of the Company, such representation is made to the knowledge of
      the Company. For purposes of this Agreement, "Affiliate" shall mean any
      individual, corporation, partnership, limited liability company, joint
      venture, association, unincorporated organization, or other entity that
      (i) owns 5% or more of the voting securities of the Company or any of its
      Subsidiaries, (ii) is a director, executive or officer employed by the
      Company or any of its Subsidiaries, or (iii) directly or indirectly
      controls, is controlled by or is under common control with the Company or
      any of its Subsidiaries.

      Section 3.11 Tax Matters.

            (a) (i) The Company and each of its Subsidiaries have timely filed
      all required returns, declarations, reports, claims for refund,
      information returns or other documents (including any related or
      supporting schedules, statements or information) (collectively, "Tax
      Returns") relating to any federal, state, local or foreign income, gross
      receipts, franchise, estimated, alternative minimum, add-on minimum,
      sales, use, transfer, registration, value added, excise, natural
      resources, severance, stamp, occupation, premium, windfall profit,
      environmental, customs, duties, real property, personal property, capital
      stock, social security, unemployment, disability, payroll, license,
      employee or other withholding, or other tax, of any kind whatsoever,
      including any


                                      A-16
<PAGE>

      interest, penalties or additions to tax or additional amounts in respect
      to the foregoing, including any transferee or secondary liability for a
      tax and any liability assumed by agreement or arising as a result of being
      or ceasing to be a member of any affiliated group, or being included or
      required to be included in any Tax Return relating thereto (collectively
      "Taxes"), and all such Tax Returns are correct and complete in all
      material respects. As of the time of filing, the foregoing Tax Returns
      correctly reflected the facts regarding the income, business, assets,
      operations, activities, status, or other matters of the Company and any of
      its Subsidiaries, or any other information required to be shown thereon;
      (ii) the foregoing Tax Returns are not subject to penalties under Section
      6662 of the Internal Revenue Code of 1986, as amended (together with the
      rules and regulation thereunder, the "Code"), relating to accuracy-related
      penalties (or any corresponding provision of the state, local or foreign
      Tax law) or any predecessor provision of Law; (iii) an extension of time
      within which to file any Tax Return that has not been filed, requested or
      granted; (iv) no material claim has been made within the past five (5)
      years or, to the Company's knowledge, is expected to be made by any U.S.,
      foreign, state or local governmental authority having the power to
      regulate, impose or collect Taxes ("Tax Authority") in a jurisdiction
      where the Company or any of its Subsidiaries does not file Tax Returns
      that it is or may be subject to taxation by that jurisdiction; (v) there
      are no liens for Taxes other than for current Taxes not yet due and
      payable on the assets of the Company or any of its Subsidiaries; (vi) the
      Company and each of its Subsidiaries have withheld, deducted or collected
      all Taxes required to have been withheld, deducted or collected in
      connection with amounts paid or owing to any employee, independent
      contractor, creditor, stockholder or other party, and, to the extent
      required, all such amounts have been paid to the proper Tax Authority or
      other person; and (vii) the Company or any of its Subsidiaries have not
      waived any statute of limitations in respect of Taxes or agreed to any
      extension of time with respect to a Tax assessment or deficiency.

            (b) The Company and each of its Subsidiaries have complied with all
      applicable Tax Laws and agreements (including under Tax allocation
      agreements), and all amounts required to be paid by the Company or any of
      its Subsidiaries to Tax Authorities or others have been paid or adequately
      reserved for in accordance with GAAP in the financial statements of the
      Company.

            (c) The unpaid Taxes of the Company or any of its Subsidiaries as of
      the most recent financial statement contained in the Company SEC Documents
      (i) did not exceed the accrued Tax liability (rather than any reserve for
      deferred Taxes established to reflect differences between book and Tax
      income) set forth either on the face of the Company consolidated balance
      sheet, or in the notes thereto; and (ii) will not exceed that accrued Tax
      liability as adjusted for operations and transactions through the Closing
      Date in accordance with the past practice of the Company in filing its Tax
      Returns or in preparing its consolidated financial statements.


                                      A-17
<PAGE>

            (d) The Company does not expect any Tax Authority to assess any
      additional Tax against the Company or any of its Subsidiaries for any
      period for which Tax Returns have been filed. There is no dispute or claim
      concerning any Tax liability of the Company or any of its Subsidiaries
      either claimed or raised by any Tax Authority in writing, or to the
      knowledge of the Company, based upon personal contact of any officer,
      employee or agent of the Company with any agent of such Tax Authority. The
      Company Disclosure Letter sets forth (i) the taxable years of the Company
      or any of its Subsidiaries as to which the respective statutes of
      limitations with respect to Taxes has not yet expired; and (ii) with
      respect to such taxable years, those years for which (A) examinations have
      been completed; (B) examinations are presently being conducted; (C)
      examinations have not been initiated; and (D) required Tax Returns have
      not yet been filed. All deficiencies asserted or assessments made as a
      result of any examinations have been fully paid or otherwise discharged.

            (e) Neither the Company nor any of its Subsidiaries has any
      liability for the Taxes of any other person (other than the Company or a
      Subsidiary) under the provisions of Treasury Regulation Section 1.1502-6
      (or similar provisions of state, local or foreign Tax law) as a transferee
      or successor by contract or otherwise.

            (f) The Company Disclosure Letter sets forth the net operating loss
      carryovers and any Tax attribute carryovers of the Company (including net
      capital losses, excess foreign tax credits, excess general business
      credits and alternative minimum tax payments) as of the date hereof.
      Except as may result from the Merger, there are no limitations pursuant to
      Sections 382, 383 or 384 of the Code or the SRLY limitations of Treasury
      Regulation Sections 1.1502-21 or 1.1502-22 on the ability of the Company
      to use such carryovers.

            (g) The Company (i) does not have any excess loss account (as
      defined in Treasury Regulation Section 1.1502-19) with respect to the
      stock of any Subsidiary; and (ii) is not required to include in taxable
      income for a taxable period or portion of period ending on or after the
      Closing Date ("Post-Closing Tax Period") any item of income or gain
      reported for financial purposes in any tax period or portion of period
      ending on or before the Closing Date ("Pre-Closing Tax Period").

            (h) (i) Neither the Company nor any affiliated group of corporations
      within the meaning of Section 1504(a) of the Code ("Affiliated Group") in
      which the Company is or was a member has filed a consent pursuant to the
      collapsible corporation provision of Section 341(f) of the Code (or any
      corresponding provision of state, local, or foreign income Tax law) or
      agreed to have Section 341(f)(2) of the Code (or any corresponding
      provision of state, local, or foreign income Tax law) apply to any
      disposition of any asset owned by the Company; (ii) none of the assets of
      the Company is property that the Company is required to treat as being
      owned by any other person pursuant to the "safe harbor lease" provisions
      of former Section 168(f)(8) of the Code; (iii) none of the assets


                                      A-18
<PAGE>

      of the Company are required to be or are being depreciated under the
      alternative depreciation system under Section 168(g)(2) of the Code; (iv)
      none of the assets of the Company are "tax-exempt use property" within the
      meaning of Section 168(h) of the Code; (v) the Company has not made and
      will not make a consent dividend election under Section 565 of the Code;
      (vi) the Company has not agreed to make nor is it required to make any
      adjustment under Section 481(a) of the Code by reason of a change in
      accounting method or otherwise; (vii) the Company has not been a member of
      an Affiliated Group that has filed an election to discontinue filing
      consolidated returns pursuant to Rev. Proc. 91-11; (viii) neither the
      Company nor any of its Subsidiaries has made or is bound by any election
      under Section 197 of the Code; and (ix) the Company or any of its
      Subsidiaries are not a party to any agreement, contract, arrangement, or
      plan that has resulted or would result, separately or in the aggregate, in
      the payment of any "excess parachute payments" within the meaning of
      Section 280G of the Code, or any payment that would otherwise not be
      deductible or that provides for any gross-up payments in the event that
      Section 280G of the Code applies.

            (i) The Company does not have or has not had any disqualified
      interest expense within the meaning of Section 163(j) of the Code.

            (j) Neither the Company nor any Affiliated Group of which the
      Company is or has been a member has participated in an international
      boycott within the meaning of Section 999 of the Code.

            (k) The Company has made available to the Parent correct and
      complete copies of all Tax Returns filed by the Company or any of its
      Subsidiaries or by any other entity on behalf of the Company or any of its
      Subsidiaries for all taxable periods beginning on or after January 1,
      1997.

            (l) Neither the Company nor any of its Subsidiaries is a party to
      any Tax indemnity, Tax sharing, Tax allocation or similar agreement or
      arrangement. Any liability or obligation of the Company or any of its
      Subsidiaries to any third party under such agreements will terminate as of
      the Closing Date and be of no further force or effect. Any payments
      pursuant to such agreements that were not reflected in the most recent
      financial statements contained in the Company SEC Documents are set forth
      in the Company Disclosure Letter.

            (m) No amount payable by either the Company or any of its
      Subsidiaries will be subject to disallowance under Section 162(m) of the
      Code.

            (n) There are no outstanding rulings of, or requests for rulings
      with, any Tax Authority expressly addressed to the Company or any of its
      Subsidiaries that are, or if issued would be, binding upon the Company or
      any of its Subsidiaries for any Post-Closing Tax Period.


                                      A-19
<PAGE>

            (o) Neither the Company nor any of its Subsidiaries is a party to
      any joint venture, partnership, or other arrangement or contract that
      could be treated as a partnership for federal income tax purposes.

            (p) The Company does not have any Code Section 367 gain recognition
      agreements.

            (q) The Company is not a foreign-owned corporation within the
      meaning of Section 6038A(c) of the Code.

            (r) Neither the Company nor any of its Subsidiaries has engaged in
      any "reportable transaction," including but not limited to any "listed
      transaction," within the meaning of Section 6011 of the Code or any other
      applicable federal law including but not limited to any Internal Revenue
      Service ruling, procedure, notice or other pronouncement.

      Section 3.12 Employee Benefit Matters.

            (a) The Company Disclosure Letter lists each plan, fund, program,
      policy, contract or commitment, whether qualified or not qualified for
      federal income tax purposes, whether for the benefit of a single
      individual or more than one individual whether or not subject to the
      Employee Retirement Income Security Act of 1974, as amended (together with
      the rules and regulations thereunder, "ERISA"), whether written or oral
      which is (i) an employee pension benefit plan as defined in Section 3(2)
      of ERISA ("Employee Pension Benefit Plan"), (ii) an employee welfare
      benefit plan as defined in Section 3(1) of ERISA ("Employee Welfare
      Benefit Plan") or (iii) an incentive, voluntary employees' beneficiary
      association as defined in Section 501(c)(9) of the Code, bonus,
      employment, stock or other equity, retention, non-competition, deferred
      compensation, executive, severance, change in control or ownership or
      other benefit or compensatory plan, fund, program, policy, agreement,
      contract or commitment for the Company or any Subsidiary employees, former
      employees, directors, independent contractors, former independent
      contractors or their dependents or their beneficiaries (collectively, all
      of the foregoing, the "Company Plans"). With respect to each Company Plan:

                  (i) such Company Plan (and each related trust, insurance
            contract or fund) has been administered in a manner consistent in
            all material respects with its written terms and complies in form
            and operation with the applicable requirements of ERISA and the
            Code, all regulations, and other applicable Laws, including without
            limitation, all tax rules for which favorable tax treatment is
            intended, except for any such violation that would not, individually
            or in the aggregate, reasonably be expected to have a Company
            Material Adverse Effect.


                                      A-20
<PAGE>

                  (ii) all required reports and descriptions (including Form
            5500 Annual Reports, Summary Annual Reports, PBGC-1's and Summary
            Plan Descriptions) have been timely filed or distributed
            appropriately with respect to such Company Plan, except for any such
            violation that would not, individually or in the aggregate,
            reasonably be expected to have a Company Material Adverse Effect.

                  (iii) the requirements of Part 6 of Subtitle B of Title I of
            ERISA and Section 4980B of the Code have been met with respect to
            each such Company Plan which is an Employee Welfare Benefit Plan,
            except for any such violation that would not, individually or in the
            aggregate, reasonably be expected to have a Company Material Adverse
            Effect.

                  (iv) all material contributions, premiums and other payments
            (including all employer contributions and employee salary reduction
            contributions) that are required to be made under the terms of any
            Company Plan or applicable collective bargaining agreement have been
            timely made or have been adequately and properly provided for in the
            financial statements contained in the most recent Company SEC
            Documents;

                  (v) each such Company Plan which is an Employee Pension
            Benefit Plan and intended to be a "qualified plan" under Section
            401(a) of the Code has received a favorable determination letter
            from the Internal Revenue Service, and, to the Company's knowledge,
            no event has occurred which could reasonably be expected to cause
            the loss, revocation or denial of any such favorable determination
            letter other than legally required amendments the time for the
            making of which has not yet expired;

                  (vi) the Company has made available and will continue to make
            available to the Parent, upon its request, correct and complete
            copies of the plan documents and summary plan descriptions, the most
            recent determination letter received from the Internal Revenue
            Service, the most recent Form 5500 Annual Report, the most recent
            actuarial report, the most recent audited financial statements, and
            all related trust agreements, insurance contracts and other funding
            agreements that implement a Company Plan. The valuation summaries
            provided by the Company reasonably represent the assets and
            liabilities attributable to Company Plans calculated in accordance
            with the Company's past practices;

                  (vii) no Company Plan that is an Employee Pension Benefit Plan
            has been amended in any manner which would require the posting of
            security under Section 401(a)(29) of the Code or Section 307 of
            ERISA;

                  (viii) neither the Company nor any of its Subsidiaries has any
            legally binding plan or commitment to create any additional employee
            benefit plan or to materially


                                      A-21
<PAGE>

            modify or change any Company Plan affecting any employee or
            terminated employee of the Company or any of its Subsidiaries other
            than as may be required in accordance with this Agreement.

                  (ix) the Company Disclosure Letter includes (A) a workers'
            compensation paid loss summary for the last three years on an
            accident year basis, which summary and listing are true and correct
            in all material respects; and (B) a recent listing of all open
            workers' compensation claims showing claimant name, claim number,
            description, paid loss and case reserve which summary and listing
            are true and correct in all material respects;

                  (x) the Company has never been, nor is it a party to or
            otherwise bound by any advance agreement or similar arrangement with
            any Governmental Entity, relating to the allowability, allocation or
            reimbursement of benefit costs or other matters in connection with
            any Company Plan; and

                  (xi) all Company Plans are by their terms able to be amended
            or terminated by the Company.

            (b) With respect to each Company Plan that the Company or any of its
      Subsidiaries maintains or has maintained within the past six years, or to
      which any of them contributes, ever has contributed or ever has been
      required to contribute in the past six years:

                  (i) no such Company Plan that is an Employee Pension Benefit
            Plan subject to Title IV of ERISA (other than any multiemployer plan
            as defined in Section 37(A) of ERISA ("Multiemployer Plan")) has
            been completely or partially terminated (other than any termination
            which, individually or in the aggregate, could not reasonably be
            expected to have a material liability), no reportable event (as
            defined in Section 4043 of ERISA) as to which notices would be
            required to be filed with the Pension Benefit Guaranty Corporation
            (the "PBGC") has occurred but has not yet been so reported, and no
            proceeding by the PBGC to terminate such Employee Pension Benefit
            Plan (other than any Multiemployer Plan) has been instituted;

                  (ii) there have been no non-exempt prohibited transactions (as
            defined in Section 406 of ERISA and Section 4975 of the Code) with
            respect to such plan, no fiduciary has any material liability for
            breach of fiduciary duty or any other failure to act or comply in
            connection with the administration or investment of the assets of
            such plan, and no action, suit, proceeding, hearing or investigation
            with respect to the administration or the investment of the assets
            of such plan (other than routine claims for benefits) is pending or,
            to the Company's knowledge, threatened;


                                      A-22
<PAGE>

                  (iii) other than routine claims for benefits, neither the
            Company nor any of its Subsidiaries has incurred, and the Company
            has no reason to expect that the Company or any of its Subsidiaries
            will incur, any material liability under Title IV of ERISA or under
            the Code with respect to any Company Plan that is an Employee
            Pension Benefit Plan; and

                  (iv) neither the Company nor any of its Subsidiaries has
            incurred any outstanding liability under Section 4062 of ERISA to
            the PBGC, to a trust established under Section 4041 or 4042 of
            ERISA, or to a trustee appointed under Section 4042 of ERISA.

            (c) Neither the Company nor any of its Subsidiaries contributes to,
      contributed to, or has ever been obligated to contribute to, a
      Multiemployer Plan. None of the transactions contemplated by this
      Agreement will trigger any withdrawal or termination liability under any
      Multiemployer Plan set forth in the Company Disclosure Letter.

            (d) Other than pursuant to a Company Plan that is disclosed on the
      Company Disclosure Letter, neither the Company nor any of its Subsidiaries
      has any obligation to provide medical, health, life insurance or other
      welfare benefits for current or future retired or terminated employees,
      their spouses or their dependents (other than in accordance with Section
      4980B of the Code).

            (e) No Company Plan contains any provision that would prohibit the
      transactions contemplated by this Agreement or would give rise to any
      severance, termination, payment, acceleration or increase in benefits
      provided by any Company Plan as a result of the transactions contemplated
      by this Agreement (alone or together with the occurrence of any other
      event). Every executive of the Company that is covered by a Company Plan
      that is an employment, severance or change of control agreement has
      consented to the transactions contemplated by this Agreement.

            (f) No individual classified as a non-employee for purposes of
      receiving employee benefits (such an independent contractor, leased
      employee, consultant or special consultant), regardless of treatment for
      other purposes, is eligible to participate in or receive benefits under
      any Company Plan that does not specifically provide for their
      participation.

      Section 3.13 Environmental Matters.

            (a) Since December 31, 2001, (i) the Company and its Subsidiaries
      have been in compliance in all material respects with all Environmental
      Laws (as defined below) with respect to all real property owned, leased
      (whether as lessor or lessee), or otherwise used in connection with any of
      their operations, (ii) neither the Company nor any of its Subsidiaries has
      any material liability, whether contingent or otherwise, under, or for any


                                      A-23
<PAGE>

      violations of, any Environmental Law, (iii) no notices of any material
      violation or alleged violation of, non-compliance or alleged noncompliance
      with or any liability under, any Environmental Law have been received by
      the Company or any of its Subsidiaries that are currently outstanding and
      unresolved as of the date of this Agreement, (iv) there are no material
      administrative, civil or criminal writs, injunctions, decrees, orders or
      judgments outstanding or any administrative, civil or criminal actions,
      suits, claims, proceedings or investigations pending or, to the Company's
      knowledge, threatened, relating to compliance with or liability under any
      Environmental Law affecting the Company or any of its Subsidiaries, (v)
      the Company and its Subsidiaries possess all material environmental
      permits required by applicable Environmental Laws with respect to all real
      property owned, leased (whether as lessor or lessee), or otherwise used in
      connection with any of their operations, and (vi) to the knowledge of the
      Company, no material changes or alterations in the practices or operations
      of the Company or any of its Subsidiaries as presently conducted are
      anticipated to be required in the future in order to permit the Company
      and its Subsidiaries to continue to comply in all material respects with
      all applicable Environmental Laws. The Company Disclosure Letter sets
      forth the amount reserved as of the date of this Agreement by the Company
      for management of any liability arising from, or for compliance with, all
      Environmental Laws.

            (b) The term "Environmental Law" as used in this Agreement means any
      Law, with respect to the preservation of the environment or the promotion
      of worker health and safety, including any Law, relating to Hazardous
      Materials (as defined in Section 3.13(c) below). Without limiting the
      generality of the foregoing, the term encompasses each of the following
      statutes and the regulations promulgated thereunder, and any similar
      applicable state, local or foreign Law, each as amended: (i) the
      Comprehensive Environmental Response, Compensation and Liability Act of
      1980, (ii) the Solid Waste Disposal Act, (iii) the Hazardous Materials
      Transportation Act, (iv) the Toxic Substances Control Act, (v) the Clean
      Water Act, (vi) the Clean Air Act, (vii) the Safe Drinking Water Act,
      (viii) the National Environmental Policy Act of 1969, (ix) the Superfund
      Amendments and Reauthorization Act of 1986, (x) Emergency Planning and
      Community Right to Know Act, (xi) the Federal Insecticide, Fungicide and
      Rodenticide Act and (xii) the Occupational Safety and Health Act of 1970.

            (c) The term "Hazardous Materials" as used in this Agreement means
      each and every element, compound, chemical mixture, contaminant,
      pollutant, material, waste or other substance (i) that is defined,
      determined or identified as hazardous or toxic under any Environmental Law
      or (ii) the spilling, leaking, pumping, pouring, emitting, emptying,
      discharging, injecting, storing, escaping, leaching, dumping, discarding,
      burying, abandoning or disposing into the environment of which is
      prohibited under any Environmental Law. Without limiting the generality of
      the foregoing, the term includes (i) "hazardous substances" as defined in
      the Comprehensive Environmental Response, Compensation and Liability Act
      of 1980, and regulations promulgated thereunder, each as amended, (ii)
      "extremely hazardous substance" as defined in the Emergency Planning and
      Community Right to Know Act and regulations promulgated thereunder, each
      as


                                      A-24
<PAGE>

      amended, (iii) "hazardous waste" as defined in the Solid Waste Disposal
      Act and regulations promulgated thereunder, each as amended, (iv)
      "hazardous materials" as defined in the Hazardous Materials Transportation
      Act and the regulations promulgated thereunder, each as amended, (v)
      "chemical substance or mixture" as defined in the Toxic Substances Control
      Act and regulations promulgated thereunder, each as amended, (vi)
      petroleum and petroleum products and byproducts and (vii) asbestos.

      Section 3.14 Properties. The Company and its Subsidiaries have good and,
in the case of real property, marketable title to all the properties and assets
purported to be owned by them, free and clear of all Liens except (a) Liens for
current Taxes or assessments that are not yet delinquent, (b) builder, mechanic,
warehousemen, materialmen, contractor, workmen, repairmen, carrier or other
similar Liens arising and continuing in the ordinary course of business for
obligations that are not yet delinquent, (c) the rights, if any, of vendors
having possession of tooling of the Company and its Subsidiaries, (d) liens
arising from the receipt by the Company and its Subsidiaries of progress
payments by the United States government, (e) Liens securing rental payments
under capital lease arrangements and (f) other Liens that would not,
individually or in the aggregate, reasonably be expected to have a Company
Material Adverse Effect (all of which are herein collectively called "Permitted
Liens"). Such assets, together with all assets held or used by the Company and
its Subsidiaries under leases, include all tangible and intangible assets,
contracts and rights necessary or required for the operation of the businesses
of the Company and its Subsidiaries as presently conducted and as presently
proposed to be conducted by the Company and its Subsidiaries. All machinery,
equipment and other tangible assets currently being used by the Company or its
Subsidiaries which are owned or leased by the Company or its Subsidiaries are
reasonably adequate and suitable for the uses to which they are currently being
employed and are in good operating condition and repair (ordinary wear and tear
excepted).

      Section 3.15 Intellectual Property Matters.

            (a) The Company and its Subsidiaries own or have the right to use
      pursuant to valid license, sublicense, agreement or permission all items
      of Intellectual Property (as defined below) necessary or required for
      their business or operations as presently conducted and as presently
      proposed to be conducted. Neither the Company nor any of its Subsidiaries
      has received any charge, complaint, claim, demand or notice alleging any
      interference, infringement, misappropriation or violation of the
      Intellectual Property rights of any third party. Since December 31, 1997,
      to the Company's knowledge, no third party has interfered with, infringed
      upon, misappropriated or otherwise come into conflict with any
      Intellectual Property rights of the Company or any of its Subsidiaries.
      The conduct of the business and operations of the Company and its
      Subsidiaries do not infringe upon, misappropriate, or misuse any patent,
      trademark, copyright, trade secret, or other intellectual property or
      proprietary right of any third party. All of the Intellectual Property is
      free and clear of any and all Liens. There has been no abandonment of any
      trademark or service mark included in any Intellectual Property used in
      the conduct of the business and operations of the Company and its
      Subsidiaries. All material third-party


                                      A-25
<PAGE>

      licenses in Intellectual Property used or held for use in the conduct of
      the business and operations of the Company and its Subsidiaries are
      described in the Company Disclosure Letter and, except for the foregoing
      third-party licenses, no third party has rights in or otherwise has the
      right to restrict the conduct of the business and operations of the
      Company and its Subsidiaries. To the Company's knowledge, there is no
      material defect, virus, timer, clock, counter, back door, time bomb, or
      other limiting feature incorporated into any computer software used or
      held for use in the conduct of the business and operations of the Company
      and its Subsidiaries that would erase data or programming, create a
      likelihood for a breach of security or confidentiality, or otherwise
      inhibit the proper operation of the computer software and the ability or
      right of the Company or any of its Subsidiaries to conduct its business
      and operations as presently conducted and as presently proposed to be
      conducted.

            (b) The term "Intellectual Property" as used in this Agreement
      means, collectively, U.S. and foreign patents and patent applications,
      patent disclosures, trademarks, service marks, logos, trade names,
      copyrights, copyrightable materials, and mask works, and all
      registrations, applications, reissuances, continuations,
      continuations-in-part, revisions, extensions, reexaminations and
      associated good will with respect to each of the foregoing, computer
      software (including source and object codes), computer programs, computer
      data bases and related documentation and materials, data, documentation,
      trade secrets, confidential business information (including ideas,
      formulas, compositions, inventions, know-how, manufacturing and production
      processes and techniques, research and development information, drawings,
      designs, plans, proposals and technical data, financial, marketing and
      business data and pricing and cost information) and all other intellectual
      property rights (in whatever form or medium). The Company Disclosure
      Letter includes a list of all registered patents, patent applications,
      trademarks and service marks owned by the Company or any of its
      Subsidiaries.

      Section 3.16 Labor Matters. The Company Disclosure Letter sets forth a
list of all collective bargaining agreements, memoranda of understanding,
settlements or other labor agreements with any union or labor organization.
There are no disputes or controversies pending or, to the Company's knowledge,
threatened between the Company or any of its Subsidiaries and any of their
current or former employees or any labor or other collective bargaining unit
representing any such employee that would, individually or in the aggregate,
reasonably be expected to have a Company Material Adverse Effect, or to result
in a material labor strike, dispute, slow-down or work stoppage. To the
Company's knowledge, there is no organizational effort presently being made or
threatened by or on behalf of any labor union with respect to employees of the
Company or any of its Subsidiaries. To the Company's knowledge, no executive,
key employee or group of employees of the Company or any of its Subsidiaries has
any plan to terminate employment with the Company or its Subsidiaries. There are
no current Department of Labor, Office of Federal Contract Compliance Programs
or Equal Employment Opportunity Commission audits pending with respect to the
Company or any of its Subsidiaries. As of the date of this Agreement, there are
no Office of Federal Contract Compliance Programs conciliation agreements in
effect with respect to the Company or any of its Subsidiaries. There


                                      A-26
<PAGE>

are no material liabilities or obligations relating to any individual's current
or former employment with the Company or its Subsidiaries or related entities
arising in connection with any violation of any applicable law.

      Section 3.17 Rights Agreement. The Company and its Board of Directors have
taken all action necessary to ensure that (a) the execution and delivery of this
Agreement, and the consummation of the Merger and the other transactions
contemplated hereby, will not cause (i) the Parent or the Merger Subsidiary to
become an "Acquiring Person" (as defined in the Rights Agreement), (ii) a
"Shares Acquisition Date" (as defined in the Rights Agreement) or a
"Distribution Date" (as defined in the Rights Agreement) to occur, or (iii) the
Rights to become exercisable; and (b) neither of the Company, the Parent, the
Merger Subsidiary, nor the Surviving Corporation, nor any of their respective
affiliates, shall have any obligations pursuant to the Rights Agreement or to
any holder (or former holder) of Rights as of and following the Effective Time.

      Section 3.18 Insurance Policies. The Company's Disclosure Letter sets
forth the insurance policies maintained by the Company and its Subsidiaries (the
"Insurance Policies") and their respective coverage and renewal dates. All of
such Insurance Policies are in full force and effect and neither the Company nor
any of its Subsidiaries is in material default with respect to its obligations
under any of such insurance policies. No notice of cancellation or termination
or rejection of any claim has been received by the Company or any of its
Subsidiaries with respect to any such Insurance Policy in the last year. During
the past five years, (i) the Company and its Subsidiaries has been covered by
insurance in scope and amount customary and reasonable for the businesses in
which it has been engaged during such period, and (ii) neither the Company nor
any of its Subsidiaries has been denied insurance, or been offered insurance
only at a commercially prohibitive premium.

      Section 3.19 Brokers' Fees. Except for the fees and expenses payable by
the Company to Houlihan Lokey Howard & Zukin pursuant to a letter agreement
dated April 9, 2002, neither the Company nor any of its Subsidiaries has any
liability or obligation to pay any fees or commissions to any financial advisor,
broker, finder or agent with respect to the transactions contemplated by this
Agreement.

      Section 3.20 Full Disclosure. No representation or warranty in this
Agreement, and no statement contained in any document or certificate
contemplated by this Agreement contains or will contain any untrue statement of
a material fact, or omits or will omit to state any material fact, necessary, in
light of the circumstances under which it was made, in order to make the
statements herein or therein not misleading.


                                      A-27
<PAGE>

                                    ARTICLE 4

    REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE MERGER SUBSIDIARY

      Each of the Parent and the Merger Subsidiary, as the case may be,
represents and warrants to the Company that:

      Section 4.1 Organization. Each of the Parent and the Merger Subsidiary is
a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware and has all requisite corporate power and
authority to own, lease and operate its properties and assets and to carry on
its business as presently being conducted. All of the issued outstanding shares
of capital stock of the Merger Subsidiary have been duly authorized and are
validly issued, fully paid, nonassessable and free of preemptive rights and are
owned by the Parent free and clear of any Lien.

      Section 4.2 Authorization of Transaction; Enforceability. Each of the
Parent and the Merger Subsidiary has full corporate power and authority and has
taken all requisite corporate action to enable it to execute and deliver this
Agreement, to consummate the Merger and the other transactions contemplated
hereby, and to perform its obligations hereunder. Each of the Board of Directors
of the Parent and the Board of Directors of the Merger Subsidiary has
unanimously adopted resolutions approving this Agreement, the Merger and the
other transactions contemplated hereby, determining that the foregoing are fair
to, and in the best interests of, the Parent and its stockholders and the Merger
Subsidiary and its sole stockholder, as the case may be. The foregoing
resolutions of each such Board of Directors have not been modified, supplemented
or rescinded and remain in full force and effect. This Agreement constitutes the
valid and legally binding obligation of each of the Parent and the Merger
Subsidiary, enforceable against the Parent and the Merger Subsidiary in
accordance with its terms and conditions (except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer and similar laws of general applicability relating to or
affecting creditors' rights or by general equity principles).

      Section 4.3 Noncontravention; Consents. Except for (a) filings and
approvals necessary to comply with the applicable requirements of the Exchange
Act and the "blue sky" laws and regulations of various states, (b) filings
pursuant to the Antitrust Laws, (c) the filing of the Certificate of Merger
pursuant to the Delaware Act, and (d) any filings required under the rules and
regulations of the New York Stock Exchange, neither the execution and delivery
of this Agreement by the Parent or the Merger Subsidiary, nor the consummation
by the Parent or the Merger Subsidiary of the transactions contemplated hereby,
will (i) violate or conflict with any provision of the certificate of
incorporation or bylaws of the Parent or the Merger Subsidiary, (ii) violate or
conflict with any order, writ, judgment, injunction, decree, law, statute, rule,
order or regulation applicable to the Parent or the Merger Subsidiary or any of
their properties or assets, or (iii) require Parent or any of its Subsidiaries
to make any filing or registration with, notification to, or obtain the
authorization, consent or approval of, any Governmental Entity,


                                      A-28
<PAGE>

except in the case of clauses (ii) and (iii) for such violations or filings,
registrations, notifications, authorizations, consents or approvals the failure
of which to obtain would not, individually or in the aggregate, affect the
ability of the Parent or the Merger Subsidiary to consummate the Merger and to
perform its respective obligations under this Agreement.

      Section 4.4 Brokers' Fees. Neither the Parent nor the Merger Subsidiary
has any liability or obligation to pay any fees or commissions to any financial
advisor, broker, finder or agent with respect to the transactions contemplated
by this Agreement.

      Section 4.5    No  Capital   Ownership  in  the  Company.   Neither  the
Parent nor any of its Subsidiaries owns any shares of Company Common Stock.

      Section 4.6    Adequate   Cash   Resources.   The   Parent  has  or  has
available to it the funds necessary to establish the Payment Fund.

                                    ARTICLE 5

                                    COVENANTS

      Section 5.1 General. Subject to the terms and conditions of this
Agreement, each of the parties will take all actions and do all things
necessary, proper or advisable to perform its obligations under this Agreement
which are required to be performed on or prior to the Closing, and use its
reasonable best efforts to consummate and make effective the transactions
contemplated by this Agreement as promptly as reasonably practical.

      Section 5.2 Further Assurances. Prior to the Closing Date, each of the
parties will (a) give all required notices to third parties and Governmental
Entities and will use its best efforts to obtain all third party and
governmental consents and approvals that it is required to obtain in connection
with this Agreement, the Merger and the other transactions contemplated hereby
and (b) use its best efforts to prevent any preliminary or permanent injunction
or other order by a Governmental Entity that seeks to modify, delay or prohibit
the consummation of the transactions contemplated by this Agreement, including
under the Antitrust Laws, and, if issued, to appeal any such injunction or order
through the appellate court or body for the relevant jurisdiction. Within ten
(10) business days following the execution of this Agreement, each of the
parties will file a Notification and Report Form and related material with the
Federal Trade Commission and the Antitrust Division of the United States
Department of Justice under the HSR Act, will use its respective best efforts to
obtain early termination of the applicable waiting period under all Antitrust
Laws and will take all further actions and make all further filings pursuant to
the Antitrust Laws that may be necessary, proper or advisable. Nothing contained
in this Agreement will be deemed to require the Parent to enter into any
agreement, consent decree or other commitment requiring the Parent or any of its
Subsidiaries to (x) divest or hold separate any assets of the Company or its
Subsidiaries, or the Parent or its Subsidiaries, (y) litigate, pursue or defend
any action or proceeding challenging any of the transactions contemplated hereby
as violative of any Antitrust Laws, or (z) take any other action that would,
individually or


                                      A-29
<PAGE>

in the aggregate, reasonably be expected to have a Parent Material Adverse
Effect. The term "Parent Material Adverse Effect" means any event, circumstance,
condition, change, development or effect that, either individually or in the
aggregate with all other events, circumstances, conditions, changes,
developments or effects, would have a material adverse effect on the business,
condition (financial or otherwise), assets, liabilities, operations or results
of operations of the Parent and its Subsidiaries taken as a whole, or the
ability of the Parent to consummate its obligations under this Agreement. In
connection with the foregoing, each party (i) will promptly notify the other
party in writing of any communication received by that party or its Affiliates
from any Governmental Entity, and subject to applicable Law, provide the other
party with a copy of any such written communication (or written summary of any
oral communication), and (ii) not participate in any substantive meeting or
discussion with any Governmental Entity in respect of any filing, investigation
or inquiry concerning the transactions contemplated by this Agreement unless it
consults with the other party in advance, and to the extent permitted by such
Governmental Entity, give the other party the opportunity to attend and
participate thereat.

      Section 5.3    Interim Conduct of the Company.

            (a) Except as expressly permitted by this Agreement, the Company
      Disclosure Letter or pursuant to the Parent's prior written consent, from
      and after the date of this Agreement through the Closing, the Company
      will, and will cause each of its Subsidiaries, (i) to conduct its
      operations in accordance with its ordinary course of business, consistent
      with past practice, and (ii) to the extent consistent therewith, use its
      best efforts to preserve intact its business organizations, keep available
      the services of its current officers and employees, preserve the goodwill
      of those having business relationships with the Company and its
      Subsidiaries, preserve its relationships with customers, creditors and
      suppliers, maintain its books, accounts and records and comply in all
      material respects with applicable Laws.

            (b) Notwithstanding the foregoing, the Company will not, and will
      not cause or permit any of its Subsidiaries to, take any of the following
      actions without the prior written consent of the Parent:

                  (i) amend its certificate (or articles) of incorporation or
            bylaws or file any certificate of designation or similar instrument
            with respect to any shares of its authorized but unissued capital
            stock;

                  (ii) authorize or effect any stock split or combination or
            reclassification of shares of its capital stock;

                  (iii) declare or pay any dividend or distribution with respect
            to its capital stock (other than dividends payable by a wholly-owned
            Subsidiary of the Company to the Company or another wholly-owned
            Subsidiary), authorize for issuance or issue, sell, pledge or
            deliver any shares of its capital stock (other than


                                      A-30
<PAGE>

            in connection with the exercise of currently outstanding Stock
            Options listed in the Company Disclosure Letter), options, warrants,
            commitments, subscriptions, other rights to purchase any shares of
            capital stock, or any other securities exercisable or exchangeable
            for or convertible into shares of its capital stock, or repurchase,
            redeem or otherwise acquire for value any shares of its capital
            stock or any other securities exercisable or exchangeable for or
            convertible into shares of its capital stock;

                  (iv) merge or consolidate with any entity;

                  (v) sell, lease, license, encumber or otherwise dispose of any
            assets or any interests therein that are material, individually or
            in the aggregate, to the Company and its Subsidiaries taken as a
            whole, including any shares of the capital stock of any of its
            Subsidiaries, other than assets used, consumed, replaced or sold in
            the ordinary course of business, consistent with past practice;

                  (vi) liquidate, dissolve or effect any recapitalization or
            reorganization in any form;

                  (vii) acquire any interest in any business (whether by
            purchase of assets, purchase of stock, merger or otherwise) or enter
            into any joint venture, partnership agreement, joint development
            agreement, strategic alliance agreement or other similar agreement;

                  (viii) create, incur, endorse, assume, otherwise become liable
            for or suffer to exist any indebtedness for borrowed money
            (including capital lease obligations) or guarantee any such
            indebtedness or issue or sell any debt securities or warrants or
            rights to acquire any debt securities of the Company or its
            Subsidiaries, or guarantee any debt securities of others, other than
            indebtedness existing as of the date of this Agreement, borrowings
            under existing credit lines in the ordinary course of business,
            consistent with past practice, and intercompany indebtedness among
            the Company and its Subsidiaries arising in the ordinary course of
            business, consistent with past practice;

                  (ix) create, incur, assume or suffer to exist any Lien
            affecting any of its material assets or properties (other than
            Permitted Liens);

                  (x) except as required as the result of changes in GAAP,
            change any of the accounting principles or practices used by it as
            of December 31, 2001, or revalue in any material respect any of its
            assets or properties, other than write-downs of inventory or
            accounts receivable in the ordinary course of business, consistent
            with past practice, or manage its working capital other than in the
            ordinary course of business, consistent with past practice;


                                      A-31
<PAGE>

                  (xi) except as required under the terms of any collective
            bargaining agreement or consulting, executive or employment
            agreement in effect on the date of this Agreement and except as set
            forth in the Company Disclosure Letter, increase the compensation
            payable or to become payable to officers and salaried employees
            whose annual base salary exceeds $75,000 or increase any bonus,
            insurance, pension or other benefit plan, payment or arrangement
            made to, for or with any such officers or salaried employees, or
            grant any severance or termination pay (A) to any executive officer
            or director, or (B) to any other employee except payments made in
            connection with the termination of employees who are not executive
            officers in amounts consistent with its policies and past practice
            or pursuant to written agreements in effect;

                  (xii) enter into any contract or commitment or engage in any
            transaction with any Affiliate (other than the Company or its
            Subsidiaries) or enter into any contract or commitment or engage in
            any transaction with any unaffiliated person or entity or make any
            capital expenditure, capital commitment, additions to property,
            plant or equipment if the aggregate dollar value would be in excess
            of $500,000 or would have a term of greater than one year;

                  (xiii) make or change any material Tax election, settle or
            compromise any material Tax liability, change in any material
            respect any accounting method in respect of Taxes, file any
            amendment to a material Tax Return, enter into any closing
            agreement, settle any material claim or material assessment in
            respect of Taxes, or consent to any extension or waiver of the
            limitation period applicable to any claim or assessment in respect
            of Taxes, except in the ordinary course of business;

                  (xiv) engage in any "reportable transaction," including any
            "listed transaction," within the meaning of Section 6011 of the Code
            or any other applicable federal law including any Internal Revenue
            Service ruling, procedure, notice or other pronouncement;

                  (xv) except as set forth in the Company Disclosure Letter,
            pay, discharge or satisfy any material claims, liabilities or
            obligations other than the payment, discharge and satisfaction in
            the ordinary course of business of liabilities reflected on or
            reserved for in the consolidated financial statements of the Company
            or otherwise incurred in the ordinary course of business, consistent
            with past practice;

                  (xvi) settle or compromise any material pending or threatened
            suit, action or proceeding;


                                      A-32
<PAGE>

                  (xvii) hold any meeting of its stockholders except the Company
            Stockholders Meeting or to the extent required by the request of the
            stockholders entitled to call a meeting under the Company's bylaws
            or the Delaware Act;

                  (xviii) take, or omit to take, any action that would
            reasonably be expected to result in a material violation of Law or
            cause a termination of or material breach of or default under any
            Company Material Agreement;

                  (xix) undertake any office closing or employee layoffs, other
            than the ordinary course of business consistent with past practice;

                  (xx) amend, suspend or terminate the Rights Agreement or
            redeem the Rights; or

                  (xxi) agree, resolve or commit to do any of the foregoing or
            any other action that could cause or could be reasonably likely to
            cause any of the conditions to the Merger to not be satisfied.

      Section 5.4 Proxy Statement. As promptly as practicable after the date of
this Agreement, the Company will (a) duly call, set a record date for, give
notice of, convene and hold the Company Stockholders Meeting solely to approve
the Merger and the consummation of the transactions contemplated by this
Agreement, (b) prepare and file with the SEC a preliminary proxy statement which
will include all information pertaining to the transactions contemplated hereby
or as otherwise required by the Exchange Act for inclusion or incorporation by
reference therein, (c) promptly respond to any comments from the SEC with
respect to the preliminary proxy statement, and (d) cause the Proxy Statement to
be mailed to the Company Stockholders. The Proxy Statement will not, at the date
mailed to the Company Stockholders, at the time of the Company Stockholder's
Meeting, or at the Effective Time, contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances
under which they are made, not misleading. If before the Effective Time, any
matter is discovered by the Company that should be set forth in an amendment or
a supplement to the Proxy Statement, the Company will promptly inform the Parent
in writing and prepare and distribute appropriate amendments or supplements to
the Proxy Statement. Except as permitted by Section 5.6(c), the Board of
Directors of the Company will at all times prior to and during the Company
Stockholders Meeting, recommend to the Company Stockholders the adoption of this
Agreement, the Merger and the transactions contemplated hereby and will use its
best efforts to solicit such approval by the Company Stockholders. Without
limiting the generality of the foregoing, the Company's obligation pursuant to
the first sentence of this section will not be affected by the commencement,
public proposal, public disclosure or communication to the Company of any
Acquisition Proposal or Superior Proposal (each as defined in Section 5.6).

      Section 5.5 Additional Reports. The Company will furnish to the Parent
copies of any Company SEC Documents that it files with the SEC on or after the
date hereof, and the


                                      A-33
<PAGE>

Company represents and warrants that as of the respective dates thereof, such
reports will not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading. Any unaudited consolidated interim financial statements
included in such reports (including any related notes and schedules) will fairly
present, in all material respects, the financial position of the Company and its
Subsidiaries as of the dates thereof and the results of its operations and its
cash flows or other information included therein for the periods or as of the
dates then ended, subject to normal year-end adjustments, in each case in
accordance with past practice and with GAAP consistently applied.

      Section 5.6 Nonsolicitation of Acquisition Proposals.

            (a) The Company, each of its Subsidiaries, and each of their
      respective directors, officers, employees, agents and representatives
      (collectively, the "Company Representatives"), will immediately cease any
      discussions or negotiations presently being conducted with respect to any
      Acquisition Proposal (as defined in (f) below), and will not (i) initiate,
      encourage, induce, facilitate or solicit, directly or indirectly, any
      inquiries with respect to, or the making of, any Acquisition Proposal, or
      (ii) engage in or continue any negotiations or discussions with, furnish
      any information or data to, or enter into any letter of intent, agreement
      in principle, acquisition agreement or similar agreement, arrangement or
      understanding with any party relating to any Acquisition Proposal (each an
      "Acquisition Agreement"); provided, however, that prior to obtaining the
      Company Stockholders Approval, the Board of Directors of the Company may,
      in response to a bona fide, unsolicited Acquisition Proposal that it
      determines in good faith (after consulting with an independent financial
      advisor) is reasonably likely to result in or lead to a Superior Proposal
      (as defined in (g) below), (A) furnish information with respect to the
      Company and its Subsidiaries to the person making such Superior Proposal
      pursuant to a confidentiality agreement containing provisions at least as
      restrictive with respect to such person as the restrictions on the Parent
      contained in the Confidentiality Agreement (as defined in Section 5.9),
      and (B) participate in discussions or negotiations with the person making
      such Superior Proposal, if and only to the extent that, in each case
      referred to in (A) and (B), the Board of Directors of the Company
      determines in good faith (after consultation with outside legal counsel)
      that such action would be legally required in order to comply with their
      fiduciary duties to the Company Stockholders under applicable Laws. The
      Company will be responsible for any breach of the provisions of this
      section by any of its Subsidiaries or any of the Company Representatives.

            (b) Within 24 hours after its receipt of any Acquisition Proposal,
      the Company will provide the Parent with a copy of such Acquisition
      Proposal or, in connection with any non-written Acquisition Proposal, a
      written statement setting forth in reasonable detail the terms and
      conditions of such Acquisition Proposal, including the identity of the
      acquiring party. The Company will promptly inform the Parent of the status
      and content of any discussions or negotiations involving any Acquisition
      Proposal and will promptly furnish to the Parent any non-public
      information furnished in


                                      A-34
<PAGE>

      connection therewith. Within 24 hours after any determination by the Board
      of Directors of the Company that an Acquisition Proposal may be a Superior
      Proposal, the Company will notify the Parent of such determination.

            (c) Except as expressly permitted by this section, neither the Board
      of Directors of the Company nor any committee thereof will (i) withdraw or
      modify, or propose publicly to withdraw or modify, in a manner adverse to
      the Parent, the approval or recommendation by such Board of Directors or
      such committee of the Merger or this Agreement, (ii) approve or recommend,
      or propose publicly to approve or recommend, any Acquisition Proposal,
      (iii) cause the Company to enter into any Acquisition Agreement or (iv)
      redeem or otherwise render inapplicable the Rights Agreement, or the
      Rights granted thereunder in response to any Acquisition Proposal, unless
      prior to obtaining the Company Stockholders Approval, the Board of
      Directors of the Company (x) receives a Superior Proposal that is not
      subject to any financing condition, and (y) determines in good faith
      (after consultation with outside legal counsel) that such action would be
      legally required in order for its directors to comply with their
      respective fiduciary duties to the Company Stockholders under applicable
      Laws; provided, that the Company shall immediately inform the Parent
      orally and in writing of the material terms and conditions of such
      Superior Proposal and the identity of the Person making it, or such other
      circumstances, and if any Superior Proposal is in writing, the Company
      shall immediately deliver a copy thereof to the Parent. Any withdrawal or
      modification of the recommendation of the Board of Directors of the
      Company or other action taken pursuant to this subsection (c) shall not
      change the approval of the Board of Directors of the Company for purposes
      of causing any state takeover statute or other state law to be
      inapplicable to the transactions contemplated hereby, including the
      Merger.

            (d) Notwithstanding any other provision of this Agreement, if, prior
      to obtaining the Company Stockholders Approval, the Board of Directors of
      the Company determines, in its good faith judgment, that an Acquisition
      Proposal is a Superior Proposal, the Board of Directors of the Company may
      terminate this Agreement (subject to the Company's obligations under
      Article 7); provided, that (i) the Company provides at least five business
      days prior written notice to the Parent of its intention to terminate this
      Agreement, (ii) during such five business day period (or longer period if
      extended by the Company and the Parent, the "Negotiation Period"), the
      Company agrees to negotiate in good faith with the Parent regarding such
      changes as the Parent may propose to the terms of this Agreement, with the
      intent of enabling the Parent to agree to a modification of this Agreement
      so that the transactions contemplated hereby may be consummated, (iii)
      after expiration of the Negotiation Period, the Acquisition Proposal
      remains a Superior Proposal (taking into account any modifications to the
      terms thereof proposed by the Parent) and the Board of Directors of the
      Company confirms its determination (after consultation with outside legal
      counsel and an independent financial advisor) that it is a Superior
      Proposal; and (iv) the Company pays to the Parent in immediately available
      funds the Termination Fee (as defined in and in accordance with Section
      7.3).


                                      A-35
<PAGE>

            (e) Nothing in this section will prevent the Board of Directors of
      the Company from taking, and disclosing to the Company Stockholders, a
      position contemplated by Rules 14d-9(e) and 14e-2(a) promulgated under the
      Exchange Act.

            (f) The term "Acquisition Proposal" as used in this Agreement means
      any inquiry, proposal or offer relating to a possible (i) merger,
      consolidation or similar transaction involving the Company or any of its
      Subsidiaries; (ii) sale, lease or other disposition, directly or
      indirectly, (including by way of merger, consolidation, share exchange or
      otherwise) of any assets of the Company or any of its Subsidiaries
      representing, in the aggregate, 20% or more of those assets on a
      consolidated basis; (iii) issuance, sale or other disposition of
      (including by way of merger, consolidation, share exchange or otherwise)
      securities (or options, rights or warrants to purchase or securities
      convertible into, such securities) representing 20% or more of the votes
      attached to the outstanding securities of the Company, (iv) transaction
      with the Company in which any person would acquire "beneficial ownership"
      (as defined in Rule 13d-3 under the Exchange Act), or the right to acquire
      beneficial ownership, or any "group" (as defined under the Exchange Act)
      will have been formed which beneficially owns or has the right to acquire
      beneficial ownership of, 20% or more of the outstanding securities of the
      Company, (v) liquidation, dissolution, recapitalization or other similar
      type of transaction with respect to the Company or any of its
      Subsidiaries, (vi) transaction which is similar in form, substance or
      purpose to any of the foregoing transactions or (vii) public announcement
      of an agreement, proposal, plan or intent to do any of the foregoing;
      provided, however, that the term "Acquisition Proposal" will not include
      the Merger and the transactions contemplated hereby.

            (g) The term "Superior Proposal" as used in this Agreement means any
      Acquisition Proposal not solicited in violation of this Section 5.6 that
      is on terms that the Board of Directors of the Company determines in good
      faith (after consulting with outside legal counsel and an independent
      financial advisor) would (i) result in a transaction that is more
      favorable from a financial point of view to the Company Stockholders than
      the transactions contemplated hereby if such Acquisition Proposal were to
      be consummated and (ii) has a reasonable likelihood of being consummated.

      Section 5.7 Indemnification.

            (a) From and after the Closing Date, the Parent will cause the
      Surviving Corporation to indemnify, defend and hold harmless each person
      who is now, or has been at any time prior to the Effective Time, an
      officer or director of the Company or any of its Subsidiaries
      (collectively, the "Indemnified Parties") from and against all losses,
      claims, damages and expenses (including reasonable attorney's fees and
      expenses) arising out of or relating to actions or omissions, or alleged
      actions or omissions, occurring at or prior to the Effective Time to the
      fullest extent permitted from time to time by the Delaware Act, but
      excluding any of the foregoing which relate to any violation or alleged
      violation of the Exchange Act with respect to insider trading.


                                      A-36
<PAGE>

            (b) Any initial determination required to be made with respect to
      whether any Indemnified Party may be entitled to indemnification will, if
      requested by such Indemnified Party, be made by independent legal counsel
      selected by the Indemnified Party and reasonably satisfactory to the
      Surviving Corporation.

            (c) For a period of six (6) years after the Closing Date, the Parent
      will use its best efforts to cause to be maintained in effect policies of
      directors and officers liability insurance and fiduciary liability
      insurance substantially equivalent in scope and amount of coverage to the
      policies maintained by the Company as of the date hereof with respect to
      claims arising from or relating to actions or omissions, or alleged
      actions or omissions, occurring on or prior to the Effective Time.
      Notwithstanding the provisions of this Section 5.7(c), the Parent will not
      be obligated to make total premium payments with respect to such policies
      of insurance to the extent such premiums exceed 200 percent of the last
      annual premium paid by the Company prior to the date of this Agreement. If
      the annual premium costs necessary to maintain such insurance coverage
      exceed the foregoing amount, the Parent will use its best efforts to
      maintain the most advantageous policies of directors and officers
      liability insurance and fiduciary liability insurance reasonably
      obtainable for an annual premium not exceeding the foregoing amount,
      provided that Indemnified Parties may be required to make application and
      provide customary representations and warranties to the insurance carrier
      for the purpose of obtaining such insurance.

            (d) Subject to the remainder of this section, to the fullest extent
      permitted from time to time under the Delaware Act, the Parent will cause
      the Surviving Corporation to pay on an as-incurred basis the reasonable
      fees and expenses of each Indemnified Party (including reasonable fees and
      expenses of counsel) in advance of the final disposition of any action,
      suit, proceeding or investigation that is the subject of the right to
      indemnification, subject to reimbursement in the event such Indemnified
      Party is not entitled to indemnification.

            (e) The provisions providing for director and officer
      indemnification, abrogation of liability and advancement of expenses set
      forth in the certificate of incorporation and/or bylaws of the Company as
      in effect immediately prior to the date hereof, will apply to each
      Indemnified Party with respect to all matters occurring on or prior to the
      Effective Time. The foregoing will not be deemed to restrict the right of
      the Surviving Corporation to modify the provisions of its certificate of
      incorporation relating to director and officer indemnification, abrogation
      of liability or advancement of expenses with respect to events or
      occurrences after the Closing Date but such modifications shall not
      adversely affect the rights of the Indemnified Parties hereunder. The
      Parent shall cause the Surviving Corporation to honor the provisions of
      this Section 5.7(e).

            (f) Subject to any requirements pursuant to applicable insurance
      policies that might conflict with the provisions of this subsection, in
      the event any action, suit,


                                      A-37
<PAGE>

      investigation or proceeding is brought against any Indemnified Parties and
      under applicable standards of professional conduct there is a conflict of
      interest on any significant issue between the position of the Parent (or
      the Surviving Corporation) and an Indemnified Party, the Indemnified
      Parties may retain counsel, which counsel shall be reasonably satisfactory
      to the Parent, and the Parent shall cause the Surviving Corporation to pay
      all reasonable fees and expenses of such counsel for the Indemnified
      Parties promptly as statements therefor are received, provided, however
      that (1) the Parent or the Surviving Corporation shall have the right to
      assume the defense thereof (which right shall not affect the right of the
      Indemnified Parties to be reimbursed for separate counsel as specified in
      the preceding sentence), (2) the Parent and the Indemnified Parties will
      cooperate in the defense of any such matter and (3) neither Parent nor the
      Surviving Corporation shall be liable for any settlement effected without
      its prior written consent. The Indemnified Parties as a group may not
      retain more than one counsel to represent them with respect to each such
      matter unless under applicable standards of professional conduct there is
      a conflict of interest on any significant issue between the positions of
      two or more Indemnified Parties.

            (g) Upon learning of any loss, claim, damage or expense which may
      give rise to a claim for indemnity hereunder, any Indemnified Party shall
      promptly notify Parent thereof in writing, but any failure to give such
      notice shall not affect the indemnification obligations of any party under
      this Section 5.7 unless such failure jeopardizes or prejudices the Parent
      or the Surviving Corporation in any material respect.

            (h) The rights of each Indemnified Party hereunder will be in
      addition to any other rights such Indemnified Party may have under the
      certificate of incorporation or bylaws of the Surviving Corporation or any
      of their respective Subsidiaries, under the Delaware Act or otherwise.
      Notwithstanding anything to the contrary contained in this Agreement or
      otherwise, the provisions of this Section 5.7 will survive the
      consummation of the Merger, and each Indemnified Party will, for all
      purposes, be a third party beneficiary of the covenants and agreements
      contained in this Section 5.7 and, accordingly, will be treated as a party
      to this Agreement for purposes of the rights and remedies relating to
      enforcement of such covenants and agreements and will be entitled to
      enforce any such rights and exercise any such remedies directly against
      the Parent and the Surviving Corporation.

            (i) Nothing in this Section 5.7 will diminish any rights or
      entitlements available to any director or officer of the Company under the
      Company's certificate of incorporation as in effect immediately prior to
      the date hereof.

      Section 5.8 Public Announcements. The initial press releases issued by
each party announcing the Merger and the transactions contemplated by this
Agreement will be in a form that is mutually acceptable to the Parent and the
Company. Thereafter, the Parent and the Company will consult with one another
before issuing any press releases or otherwise making any public announcements
with respect to the transactions contemplated by this Agreement, and


                                      A-38
<PAGE>

except as may be required by applicable law or by the rules and regulations of
the New York Stock Exchange or of The Nasdaq Stock Market, will not issue any
such press release or make any such announcement prior to such consultation.

      Section 5.9 Full Access. The Company will, and will cause its Subsidiaries
and the Company Representatives to, afford the Parent and its officers,
employees, agents and representatives full access to all premises, properties,
employees, information, books, records, contracts and documents of or pertaining
to the Company and its Subsidiaries. Any information disclosed will be subject
to the provisions of the Confidentiality Agreement between the Parent and the
Company effective March 11, 2002 (the "Confidentiality Agreement").

      Section 5.10 Actions Regarding Antitakeover Statutes. If Section 203 of
the Delaware Act or any other fair price, moratorium, control share acquisition
or other form of antitakeover statute, rule or regulation is or becomes
applicable to the transactions contemplated by this Agreement, the Board of
Directors of the Company will grant such approvals and take such other actions
as may be required so that the transactions contemplated hereby may be
consummated as promptly as practicable on the terms and conditions set forth in
this Agreement.

      Section 5.11 Employee Benefit Matters.

            (a) Subject to applicable collective bargaining agreements, until
      (or in respect of the period ending on) December 31, 2002, the Parent will
      cause to be maintained for the employees and former employees of the
      Company and its Subsidiaries (the "Employees"), benefits and benefit
      levels which are, in the aggregate, substantially comparable to benefits
      and benefit levels as provided by the Company and its Subsidiaries through
      any Company Plan that is an Employee Pension Benefit Plan, or Employee
      Welfare Benefit Plan, or a fringe benefit program providing for such
      matters as sick pay and vacation pay, immediately prior to the Effective
      Time. Notwithstanding the foregoing, this section will not apply to any
      bonus, incentive, or equity-based plan or arrangement, including the
      Advanced Technical Products, Inc. 1998 Employee Stock Purchase Plan (the
      "ESPP") or the Advanced Technical Products, Inc. Deferred Compensation
      Plan (the "Deferred Compensation Plan").

            (b) Solely for purposes of eligibility and vesting under the
      employee benefit plans of the Parent and its Subsidiaries (including the
      Surviving Corporation) providing benefits to any Employees after the
      Effective Time, each Employee will be credited with his or her years of
      service with the Company and its Subsidiaries before the Effective Time,
      to the same extent as such employee was entitled, before the Effective
      Time, to credit for such service under any similar Company Plan. Following
      the Effective Time, the Parent will, or will cause its Subsidiaries to,
      (i) waive any pre-existing condition limitation under any Employee Welfare
      Benefit Plan maintained by the Parent or any of its Subsidiaries in which
      Employees and their eligible dependents participate (except to the extent
      that such pre-existing condition limitation would have been applicable
      under the comparable Company Employee Welfare Benefit Plans immediately
      prior to the


                                      A-39
<PAGE>

      Effective Time), and (ii) provide each Employee with credit for any
      co-payments and deductibles incurred prior to the Effective Time (or such
      earlier or later transition date to new Employee Welfare Benefits Plans)
      for the calendar year in which the Effective Time (or such earlier or
      later transaction date) occurs, in satisfying any applicable deductible or
      out-of-pocket requirements under any welfare plans that the Employees
      participate in after the Effective Time.

            (c) The Company agrees that an independent trustee, either a bank or
      a trust company, will act with respect to the Merger on behalf of each
      Company Plan (and its participants) that holds Company Common Stock in
      accordance with the terms and conditions of such Company Plan.

            (d) As soon as practicable following the date of this Agreement, the
      Board of Directors of the Company (or, if appropriate, any committee
      administering the ESPP) will adopt such resolutions or take such other
      actions (if any) as may be required to provide that (i) with respect to
      the offering period under the ESPP under way immediately prior to the
      Effective Time, the scheduled exercise date will be accelerated, and all
      unexercised rights granted in respect of such offering period will be
      exercised not later than immediately prior to the Effective Time, (ii) all
      holding periods with respect to shares of Company Common Stock under the
      ESPP will be waived immediately prior to the consummation of the Company
      Stockholders Approval so as to permit the holders thereof to approve this
      Agreement, and (iii) the ESPP will terminate at the Effective Time.

            (e) No additional Stock Options, stock appreciation rights or other
      equity-based awards or other rights to acquire Company Stock will be
      granted pursuant to the Company Stock Plans or otherwise after the date of
      this Agreement. The Company, its Board of Directors, or any committee
      thereof, shall take all actions prior to the Effective Time necessary,
      proper or advisable to effect the consummation of the actions contemplated
      by the provisions of Section 1.8 herein, including but not limited to
      making appropriate amendments to the Company Stock Plans and/or their
      underlying agreements.

            (f) Nothing contained in this section will create any rights in any
      third party, including without limitation, any right to employment or
      right to any particular benefit. Except as specifically provided, nothing
      contained herein will be construed as prohibiting or restricting in any
      way the right of the Parent or the Surviving Corporation (or any successor
      thereto) to modify, amend or terminate any employee benefit plan, program
      or arrangement in whole or in part at any time after the Effective Time.

            (g) As soon as practicable following the date of this Agreement, the
      Compensation Committee of the Board of Directors of the Company or the
      Chief Executive Officer of the Company (or, if appropriate, any other
      individual administering the Deferred Compensation Plan) will adopt such
      resolutions or take such other actions (if any) as may be necessary,
      proper or advisable to terminate the Deferred Compensation


                                      A-40
<PAGE>

      Plan immediately prior to the Effective Time such that all account
      balances thereunder will be distributed in accordance with the termination
      provisions of said plan.

      Section 5.12 Standstill Provisions. The restrictions on the Parent and the
Merger Subsidiary contained in Section 9 of the Confidentiality Agreement are
hereby waived by the Company to the extent reasonably necessary to permit the
Parent and the Merger Subsidiary to comply with their obligations or enforce
their rights under this Agreement.

      Section 5.13 Notice of Developments. The Company will give prompt written
notice to the Parent of the occurrence of any event which would reasonably be
expected to result in a Company Material Adverse Effect. Each of the Company and
the Parent will give prompt written notice to the other of the occurrence or
failure to occur of an event that would, or, with the lapse of time would
reasonably be expected to cause any condition to the consummation of the Merger
not to be satisfied. No such written notice will be deemed to have amended any
of the disclosures set forth in the Company Disclosure Letter, to have qualified
the representations and warranties contained herein or to have cured any
misrepresentation or breach of a representation or warranty that otherwise might
have existed hereunder by reason of such material development.

                                    ARTICLE 6

                  CONDITIONS TO THE CONSUMMATION OF THE MERGER

      Section 6.1 Conditions to the Obligations of Each Party. The respective
obligation of each party to consummate the Merger and the other transactions
contemplated hereby is subject to the satisfaction at or prior to the Closing
Date of each of the following conditions, any of which may be waived by the
written agreement of the parties:

            (a) the Company will have obtained the Company Stockholders
      Approval;

            (b) no order, decree, ruling, judgment or injunction will have been
      enacted, entered, promulgated or enforced by any Governmental Entity of
      competent jurisdiction that prohibits the Merger and the consummation of
      the transactions contemplated by this Agreement substantially on the terms
      contemplated hereby, and continue to be in effect; and

            (c) all applicable waiting periods under any Antitrust Laws will
      have expired or been terminated and all other approvals of any
      Governmental Entity will have been obtained, except where the failure to
      obtain such other approvals of any Governmental Entity would not,
      individually or in the aggregate, reasonably be expected to have a Company
      Material Adverse Effect or a Parent Material Adverse Effect.

      Section 6.2 Conditions to the Obligation of the Company. The obligations
of the Company to consummate the Merger and the other transactions contemplated
hereby, are subject


                                      A-41
<PAGE>

to the satisfaction at or prior to the Closing Date of each of the following
conditions, any of which may be waived by the Company:

            (a) the representations and warranties of the Parent and the Merger
      Subsidiary contained herein (which for purposes of this subparagraph shall
      be read as though none of them contained any Parent Material Adverse
      Effect or materiality qualification) shall be true and correct in all
      material respects as of the Closing Date with the same effect as though
      made as of the Closing Date (provided that any representations and
      warranties made as of a specified date shall be required only to continue
      on the Closing Date to be true and correct as of such specified date);

            (b) each of the Parent and the Merger Subsidiary will have performed
      or complied with in all material respects all covenants and obligations
      required to be performed or complied with by it under this Agreement at or
      prior to the Effective Time; and

            (c) The Parent shall have delivered to the Company a certificate,
      dated the Closing Date and signed by an executive officer, certifying the
      satisfaction of the conditions set forth above.

      Section 6.3 Conditions to the Obligation of the Parent and the Merger
Subsidiary. The obligations of the Parent and the Merger Subsidiary to
consummate the Merger and the other transactions contemplated hereby, are
subject to the satisfaction at or prior to the Closing Date of each of the
following conditions, any of which may be waived by the Parent or the Merger
Subsidiary:

            (a) the representations and warranties of the Company contained
      herein (which for purposes of this subparagraph shall be read as though
      none of them contained any Company Material Adverse Effect or materiality
      qualification) shall be true and correct in all material respects as of
      the Closing Date with the same effect as though made as of the Closing
      Date (provided that any representations and warranties made as of a
      specified date shall be required only to continue at the Closing Date to
      be true and correct as of such specified date);

            (b) the Company will have performed or complied with in all material
      respects all obligations required to be performed or complied with by it
      under this Agreement at or prior to the Effective Time;

            (c) from the date of this Agreement to the Effective Time, there
      will not have been any event or development that has, or would reasonably
      be expected to have, a Company Material Adverse Effect;

            (d) no more than 15% of the Company Common Stock will be Dissenting
      Shares; and


                                      A-42
<PAGE>

            (e) the Company shall have delivered to the Parent a certificate,
      dated as of the Closing Date and signed by an executive officer,
      certifying the satisfaction of the conditions set forth above.

      Section 6.4 Frustration of Closing Conditions. None of the Company, the
Parent or the Merger Subsidiary may rely on the failure of any condition set
forth in Section 6.1, 6.2 or 6.3, as the case may be, to be satisfied if such
party's breach of this Agreement has been a principal reason that such condition
has not been satisfied.

                                    ARTICLE 7

                                   TERMINATION

      Section 7.1 Termination. This Agreement may be terminated and the Merger
may be abandoned at any time prior to the Effective Time:

            (a) by mutual written consent of the Parent and the Company;

            (b) by either the Company or the Parent, if the Closing has not
      occurred on or before June 30, 2002, provided that the party seeking to
      terminate this Agreement pursuant to this clause has not breached in any
      material respect its obligations under this Agreement in any manner that
      has contributed to the failure to consummate the Merger on or before such
      date;

            (c) by either the Company or the Parent, if (i) an order, decree,
      ruling, judgment or injunction has been entered by a Governmental Entity
      of competent jurisdiction permanently restraining, enjoining or otherwise
      prohibiting the consummation of the Merger and such order, decree, ruling,
      judgment or injunction has become final and non-appealable, and (ii) the
      party seeking to terminate this Agreement pursuant to this clause has used
      all reasonable best efforts to remove such order, decree, ruling, judgment
      or injunction;

            (d) by either the Company or the Parent, if the Company Stockholders
      Approval was not obtained at the Company Stockholders Meeting (or at any
      adjournment, postponement or continuation thereof), unless such failure to
      obtain the Company Stockholders Approval is the result of a material
      breach of this Agreement by the party seeking to terminate this Agreement;

            (e) by the Parent:

                  (i) if (A) the Board of Directors of the Company has withdrawn
            or modified or changed in a manner adverse to the Parent or the
            Merger Subsidiary, its approval or recommendation of this Agreement
            or the Merger, or has recommended an Acquisition Proposal (or has
            publicly proposed to take any such actions), (B) the Company accepts
            a written offer for, or otherwise enters into an


                                      A-43
<PAGE>

            agreement to consummate or consummates an Acquisition Proposal or
            similar business combination with a person or entity other than the
            Parent, the Merger Subsidiary or their affiliates, or (C) the
            Company has failed to perform any of its obligations pursuant to, or
            otherwise violated the terms of, Section 5.6, (or the Board of
            Directors of the Company resolves to do any of the foregoing);

                  (ii) if the Company (A) breaches or fails to perform or comply
            with any of its material covenants and agreements contained herein
            or (B) breaches its representations and warranties in any material
            respect such that the conditions set forth in Section 6.1 or Section
            6.3 would not be satisfied and such breach is not cured within 20
            days after the date written notice of such breach is given by the
            Parent to the Company; or

            (f) by the Company:

                  (i) pursuant to the terms and conditions of Section 5.6(d);

                  (ii) if the Parent or the Merger Subsidiary (A) breaches or
            fails to perform or comply with any of its material covenants and
            agreements contained herein, or (B) breaches its representations and
            warranties in any material respect such that the conditions set
            forth in Section 6.1 or Section 6.2 would not be satisfied, and such
            breach is not cured within 20 days after the date written notice of
            such breach is given by the Company to the Parent.

      Section 7.2 Effect of Termination. In the event of the termination of this
Agreement pursuant to Section 7.1, this Agreement will become void and will be
deemed to have terminated without liability or obligation to any party (except
for any liability of any party in willful breach of any covenant or agreement of
this Agreement prior to the termination hereof); provided that the provisions of
the Confidentiality Agreement and the last sentence of Section 5.9, this Section
7.2, Section 7.3, Section 7.4, and Article 8 (other than the exception clause in
Section 8.10) of this Agreement will continue in full force and effect
notwithstanding such termination and abandonment.

      Section 7.3 Termination Fee. Notwithstanding any other provision of this
Agreement:

            (a) if this Agreement is terminated pursuant to Section 7.1(e)(i) or
      Section 7.1(f)(i), then the Company shall concurrently pay to the Parent a
      fee of $5,500,000 (the "Termination Fee");

            (b) if (i) this Agreement is terminated pursuant to Section 7.1(b)
      or Section 7.1(e)(ii), (ii) prior to such termination there exists an
      Acquisition Proposal (whether or not such offer or proposal has been
      rejected or has been withdrawn prior to the time of such termination), and
      (iii) within 12 months of such termination, the Company or any of its
      Subsidiaries accepts a written offer for, or otherwise enters into an
      agreement to


                                      A-44
<PAGE>

      consummate or consummates, an Acquisition Proposal (which, solely for
      purposes of this clause (iii) shall mean an "Acquisition Proposal" as
      defined in Section 5.6(f), except that all references therein to "20%"
      shall be deemed instead to be "50%"), then upon the signing of a
      definitive agreement relating to such Acquisition Proposal, or, if no such
      agreement is signed, then upon consummation of any such Acquisition
      Proposal, the Company shall promptly pay to the Parent the Termination
      Fee;

            (c) if (i) this Agreement is terminated pursuant to Section 7.1(d),
      and (ii) within 12 months of such a termination the Company or any of its
      Subsidiaries accepts a written offer for, or otherwise enters into an
      agreement to consummate or consummates, an Acquisition Proposal, then upon
      the signing of a definitive agreement relating to such Acquisition
      Proposal, or, if no such agreement is signed, then upon consummation of
      any such Acquisition Proposal, the Company shall promptly pay to the
      Parent the Termination Fee;

      Section 7.4 Other Termination Fee Matters. Except as specifically provided
in Section 7.3, each party will bear its own expenses incurred in connection
with the transactions contemplated by this Agreement, whether or not such
transactions are consummated. The obligation to pay the Termination Fee pursuant
to Section 7.3 shall be in addition to any other rights or remedies that may be
available to the Parent. The Company shall make all such payments required by
Section 7.3 promptly (and in any event within two business days of receipt by
the Company of written notice from the Parent) by wire transfer of immediately
available funds to an account designated by the Parent. The Company acknowledges
that the agreements regarding the Termination Fee contained in this Agreement
are an integral part of the transactions contemplated hereby, and that in the
absence of such agreements, the Parent and the Merger Subsidiary would not have
entered into this Agreement. The Company accordingly agrees that in the event
the Company fails to pay the Termination Fee promptly, the Company will in
addition to the payment of such amount, also pay to the Parent all of the
reasonable costs and expenses (including reasonable attorneys' fees and
expenses) incurred by the Parent in the enforcement of its rights under Section
7.3, together with interest on such amount at a rate of 10% per annum from the
date upon which such payment was due, to and including the date of payment. If
the Company has not breached Section 5.6, payment of the Termination Fee will be
in full and complete satisfaction of, and will be the Parent's sole and
exclusive remedy for, any loss, liability, damage or claim arising out of or
related to any such termination of this Agreement.


                                      A-45
<PAGE>

                                    ARTICLE 8

                                  MISCELLANEOUS

      Section 8.1 Nonsurvival of Representations. None of the representations
and warranties contained in this Agreement or in any certificate, instrument or
other writing delivered pursuant to this Agreement will survive the Merger or
the termination of this Agreement.

      Section 8.2 Specific Performance. The parties agree that irreparable
damage would occur in the event any of the provisions of this Agreement were not
performed in accordance with their specific terms. It is accordingly agreed that
the parties will be entitled to specific performance of the terms of this
Agreement, without posting a bond or other security, this being in addition to
any other remedy to which they are entitled at law or in equity.

      Section 8.3 Successors and Assigns. Neither this Agreement nor any of the
rights, interests or obligations provided by this Agreement will be assigned by
any of the parties (whether by operation of law or otherwise) without the prior
written consent of the other parties. Subject to the preceding sentence, this
Agreement will be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns.

      Section 8.4 Amendment. This Agreement may be amended by the execution and
delivery of a written instrument by or on behalf of the Parent, the Merger
Subsidiary and the Company at any time before or after the Company Stockholders
Approval, provided that after the date of the Company Stockholders Approval, no
amendment to this Agreement will be made without the approval of the
stockholders of the Company if and to the extent such approval is required under
the Delaware Act.

      Section 8.5 Extension of Time; Waiver. At any time prior to the Effective
Time, the parties may extend the time for performance of or waive compliance
with any of the covenants, agreements or conditions of the other parties to this
Agreement, and may waive any breach of the representations or warranties of such
other parties. No agreement extending or waiving any provision of this Agreement
will be valid or binding unless it is in writing and is executed and delivered
by or on behalf of the party against which it is sought to be enforced.

      Section 8.6 Severability. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable Law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable Law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.

      Section 8.7 Counterparts. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original, but all such
counterparts taken together will constitute one and the same Agreement.


                                      A-46
<PAGE>

      Section 8.8 Descriptive Headings. The descriptive headings of this
Agreement are inserted for convenience only and will not constitute a part of
this Agreement.

      Section 8.9 Notices. All notices and other communications hereunder will
be in writing (including telecopy or similar writing) and will be effective (a)
if given by facsimile, when such facsimile is transmitted to the facsimile
number specified below and the appropriate facsimile confirmation is received or
(b) if given by any other means, when delivered at the address specified below:

      If to the Parent
      or the Merger Subsidiary:     General Dynamics Corporation
                                    3190 Fairview Park Drive
                                    Falls Church, VA  22042
                                    Attention: David Savner, Esq.
                                            Senior Vice President and
                                    General Counsel, Secretary
                                    Facsimile No.:  (703) 876-3554

      With a copy (which will
      not constitute notice) to:    Jenner & Block, LLC
                                    One IBM Plaza, 39th Floor
                                    Chicago, IL   60611
                                    Attention:  Thaddeus J. Malik, Esq.
                                    Facsimile No.: (312) 840-7313


      If to the Company:            Advanced Technical Products, Inc.
                                    200 Mansell Court East, Suite 505
                                    Roswell, GA  30076
                                    Attention: Garrett Dominy
                                            President and Chief Executive
                                     Officer
                                    Facsimile No.: (770) 993-1986

      With a copy (which will
      not constitute notice ) to:   Porter & Hedges, L.L.P.
                                    700 Louisiana, 35th Floor
                                    Houston, Texas  77002
                                    Attention:  James M. Harbison, Jr., Esq.
                                    Facsimile No.: (713) 226-1331

or to such other address or to the attention of such other party that the
recipient party has specified by prior written notice to the sending party in
accordance with the preceding.


                                      A-47
<PAGE>

      Section 8.10 No Third Party Beneficiaries. Except as provided pursuant to
Section 5.7, the terms and provisions of this Agreement will not confer
third-party beneficiary rights or remedies upon any person or entity other than
the parties hereto and their respective successors and permitted assigns.

      Section 8.11 Entire Agreement. This Agreement, the Confidentiality
Agreement, the Company Disclosure Letter and the other documents referred to
herein collectively constitute the entire agreement among the parties and
supersede any prior and contemporaneous understandings, agreements or
representations by or among the parties, written or oral, that may have related
in any way to the subject matter hereof.

      Section 8.12 Construction. The language used in this Agreement will be
deemed to be the language chosen by the parties to express their mutual intent
and no rule of strict construction will be applied against any party. The use of
the word "including" in this Agreement means "including without limitation" and
is intended by the parties to be by way of example rather than limitation. As
used in this Agreement, the qualification "to the Company's knowledge" and
clauses of similar effect mean the actual knowledge after due inquiry of any
executive officer of the Company or of its Subsidiaries (or other officer or
manager of the Company or of its Subsidiaries if such officer or manager has
primary responsibility over the subject matter in question) of the existence or
absence of facts which would contradict a particular representation and warranty
of the Company.

      Section 8.13 Consent to Jurisdiction. Each of the parties to this
Agreement consents to submit to the personal jurisdiction of any state or
federal court sitting in the State of Delaware, in any action or proceeding
arising out of or relating to this Agreement, agrees that all claims in respect
of the action or proceeding may be heard and determined in any such court, and
agrees not to bring any action or proceeding arising out of or relating to this
Agreement in any other court. Each of the parties to this Agreement agrees not
to assert in any action or proceeding arising out of relating to this Agreement
that the venue is improper, and waives any defense of inconvenient forum to the
maintenance of any action or proceeding so brought and waives any bond, surety
or other security that might be required of any other party with respect
thereto.

      Section 8.14 Governing Law. THIS AGREEMENT AND THE COMPANY DISCLOSURE
LETTER WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY LAW OR RULE THAT WOULD CAUSE THE
LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE APPLIED.

      Section 8.15 Disclosure. Notwithstanding anything to the contrary in this
Agreement or the Company Disclosure Letter, (i) the disclosure of information in
the Company SEC Documents will constitute disclosure for purposes of the
provisions of Article III only to the extent that the significance of such
information is apparent based solely on the disclosure contained in such Company
SEC Document, and (ii) information disclosed in a particular section of the
Company Disclosure Letter will not be deemed to have been disclosed for any
other


                                      A-48
<PAGE>

sections or purposes of this Agreement. The mere disclosure or listing of an
agreement, item, matter, circumstance, condition, property or individual will
not be sufficient to disclose a breach, violation, dispute, claim or any similar
condition or circumstance relating thereto.

                                   * * * *


                                      A-49
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the date first written above.

                               GENERAL DYNAMICS CORPORATION


                               By  /s/  Arthur J. Veitch
                                  ---------------------------------------
                                   Arthur J. Veitch
                                   Executive Vice President


                               ATHENA ACQUISITION I CORPORATION


                               By  /s/  Arthur J. Veitch
                                  ---------------------------------------
                                   Arthur J. Veitch
                                   President



                               ADVANCED TECHNICAL PRODUCTS, INC.

                               By  /s/  Garrett L. Dominy
                                  ---------------------------------------
                                   Garrett L. Dominy
                                   President and Chief Executive Officer


                                      A-50
<PAGE>


                                                                      APPENDIX B

     [LETTERHEAD OF HOULIHAN LOKEY HOWARD & ZUKIN FINANCIAL ADVISORS, INC.]

April 30, 2002

Board of Directors
Advanced Technical Products, Inc.
200 Mansell Court East
Suite 505
Roswell, GA  30076

Gentlemen:

We understand that Advanced Technical Products, Inc. (hereinafter "the Company")
is contemplating entering into a merger agreement whereby the Company will be
merged with a wholly owned subsidiary of General Dynamics Corporation
(hereinafter "General Dynamics"). Each of the Company's issued and outstanding
common shares will, by virtue of the merger, be converted into the right to
receive $33.50 in cash, without interest, and the shares will be cancelled.
Further, each option and warrant to purchase shares of common stock of the
Company that is outstanding and unexercised, whether vested or unvested,
immediately prior to the effective time of the merger, will be cancelled as of
the effective time and be converted at the effective time into the right to
receive cash in an amount equal to the product of (1) the excess, if any, of the
per share merger consideration over the per share exercise price of the option
or warrant and (2) the number of shares of common stock underlying the option or
warrant. The merger implies an enterprise value for the Company of approximately
$250 million. Such transaction and other related transactions are referred
collectively herein as the "Transaction".

You have requested our opinion (the "Opinion") as to the matters set forth
above. The Opinion does not address the Company's underlying business decision
to effect the Transaction. We have not been requested to, and did not, solicit
third party indications of interest in acquiring all or any part of the Company.
Furthermore, at your request, we have not negotiated the Transaction or advised
you with respect to alternatives to it.

In connection with this Opinion, we have made such reviews, analyses and
inquiries as we have deemed necessary and appropriate under the circumstances.
Among other things, we have:

      1.    reviewed the Company's reports to stockholders and public filings
            since becoming publicly-traded on November 3, 1997;

<PAGE>

Board of Directors
Advanced Technical Products, Inc.
April 30, 2002                                                               -2-

      2.    held discussions with certain members of the senior management of
            the Company to discuss certain issues regarding the Company's
            operations and its prospects;

      3.    reviewed the historical market prices and trading volume for the
            Company's publicly traded common stock;

      4.    reviewed certain other publicly available financial data for certain
            companies that we deem comparable to the Company, including prices
            and premiums paid in other transactions;

      5.    reviewed the Company's audited financial statements for the five
            years ending December 31, 2001;

      6.    reviewed forecasts and projections prepared by the Company's
            management with respect to the Company for the three years ending
            December 31, 2004;

      7.    reviewed the Company's management presentation to General Dynamics;

      8.    reviewed the draft Proxy Statement relating to the transaction,
            dated April 19, 2002, in the form furnished to us by the Company's
            legal counsel;

      9.    reviewed the draft Agreement and Plan of Merger, dated April 19,
            2002, in the form furnished to us by General Dynamics' legal
            counsel;

      10.   discussed the transaction with certain members of the senior
            management of the Company and the Company's legal counsel; and

      11.   conducted such other studies, analyses and inquiries as we have
            deemed appropriate.

We have relied upon and assumed, without independent verification, that the
financial forecasts and projections provided to us have been reasonably prepared
and reflect the best currently available estimates of the future financial
results and condition of the Company, and that there has been no material change
in the assets, financial condition, business or prospects of the Company since
the date of the most recent financial statements made available to us.

We have not independently verified the accuracy and completeness of the
information supplied to us with respect to the Company and do not assume any
responsibility with respect to it. We have not made any physical inspection or
independent appraisal of any of the properties or assets of the Company. Our
opinion is necessarily based on business, economic, market and other conditions
as they exist and can be evaluated by us at the date of this letter. For
purposes of this opinion, we have assumed that this Company is not currently
involved in any material transaction other than the Transaction, and those
activities undertaken in the ordinary course of conducting its business.
<PAGE>

Board of Directors
Advanced Technical Products, Inc.
April 30, 2002                                                               -3-

This Opinion is furnished solely for your benefit, and may not be relied upon by
any other person without our express, prior written consent and does not
constitute a recommendation to any stockholder of the Company as to how such
stockholder should vote with respect to the Transaction. This Opinion is
delivered to each recipient subject to the conditions, scope of engagement,
limitations and understandings set forth in this Opinion and our engagement
letter, and subject to the understanding that the obligations of Houlihan Lokey
in the Transaction are solely corporate obligations, and no officer, director,
employee, agent, shareholder or controlling person of Houlihan Lokey shall be
subjected to any personal liability whatsoever to any person, nor will any such
claim be asserted by or on behalf of you or your affiliates.

Based upon the foregoing, and in reliance thereon, it is our opinion that the
consideration to be received by the public stockholders of the Company in
connection with the Transaction is fair to them from a financial point of view.

HOULIHAN LOKEY HOWARD & ZUKIN FINANCIAL ADVISORS, INC.


<PAGE>

                                                                      APPENDIX C

ss. 262. Appraisal rights.

      (a) Any stockholder of a corporation of this State who holds shares of
stock on the date of the making of a demand pursuant to subsection (d) of this
section with respect to such shares, who continuously holds such shares through
the effective date of the merger or consolidation, who has otherwise complied
with subsection (d) of this section and who has neither voted in favor of the
merger or consolidation nor consented thereto in writing pursuant to ss. 228 of
this title shall be entitled to an appraisal by the Court of Chancery of the
fair value of the stockholder's shares of stock under the circumstances
described in subsections (b) and (c) of this section. As used in this section,
the word "stockholder" means a holder of record of stock in a stock corporation
and also a member of record of a nonstock corporation; the words "stock" and
"share" mean and include what is ordinarily meant by those words and also
membership or membership interest of a member of a nonstock corporation; and the
words "depository receipt" mean a receipt or other instrument issued by a
depository representing an interest in one or more shares, or fractions thereof,
solely of stock of a corporation, which stock is deposited with the depository.

      (b) Appraisal rights shall be available for the shares of any class or
series of stock of a constituent corporation in a merger or consolidation to be
effected pursuant to ss. 251 (other than a merger effected pursuant to ss.
251(g) of this title, ss. 252, ss. 254, ss. 257, ss. 258, ss. 263 or ss. 264 of
this title:

      (1) Provided, however, that no appraisal rights under this section shall
be available for the shares of any class or series of stock, which stock, or
depository receipts in respect thereof, at the record date fixed to determine
the stockholders entitled to receive notice of and to vote at the meeting of
stockholders to act upon the agreement of merger or consolidation, were either
(i) listed on a national securities exchange or designated as a national market
system security on an interdealer quotation system by the National Association
of Securities Dealers, Inc. or (ii) held of record by more than 2,000 holders;
and further provided that no appraisal rights shall be available for any shares
of stock of the constituent corporation surviving a merger if the merger did not
require for its approval the vote of the stockholders of the surviving
corporation as provided in subsection (f) of ss. 251 of this title.

      (2) Notwithstanding paragraph (1) of this subsection, appraisal rights
under this section shall be available for the shares of any class or series of
stock of a constituent corporation if the holders thereof are required by the
terms of an agreement of merger or consolidation pursuant to ss.ss. 251, 252,
254, 257, 258, 263 and 264 of this title to accept for such stock anything
except:

      a. Shares of stock of the corporation surviving or resulting from such
merger or consolidation, or depository receipts in respect thereof;

      b. Shares of stock of any other corporation, or depository receipts in
respect thereof, which shares of stock (or depository receipts in respect
thereof) or depository receipts at the effective date of the merger or
consolidation will be either listed on a national securities exchange or
designated as a national market system security on an interdealer quotation
system by the National Association of Securities Dealers, Inc. or held of record
by more than 2,000 holders;

      c. Cash in lieu of fractional shares or fractional depository receipts
described in the foregoing subparagraphs a. and b. of this paragraph; or

      d. Any combination of the shares of stock, depository receipts and cash in
lieu of fractional shares or fractional depository receipts described in the
foregoing subparagraphs a., b. and c. of this paragraph.

      (3) In the event all of the stock of a subsidiary Delaware corporation
party to a merger effected under ss. 253 of this title is not owned by the
parent corporation immediately prior to the merger, appraisal rights shall be
available for the shares of the subsidiary Delaware corporation.


                                      C-1
<PAGE>

      (c) Any corporation may provide in its certificate of incorporation that
appraisal rights under this section shall be available for the shares of any
class or series of its stock as a result of an amendment to its certificate of
incorporation, any merger or consolidation in which the corporation is a
constituent corporation or the sale of all or substantially all of the assets of
the corporation. If the certificate of incorporation contains such a provision,
the procedures of this section, including those set forth in subsections (d) and
(e) of this section, shall apply as nearly as is practicable.

      (d) Appraisal rights shall be perfected as follows:

      (1) If a proposed merger or consolidation for which appraisal rights are
provided under this section is to be submitted for approval at a meeting of
stockholders, the corporation, not less than 20 days prior to the meeting, shall
notify each of its stockholders who was such on the record date for such meeting
with respect to shares for which appraisal rights are available pursuant to
subsection (b) or (c) hereof that appraisal rights are available for any or all
of the shares of the constituent corporations, and shall include in such notice
a copy of this section. Each stockholder electing to demand the appraisal of
such stockholder's shares shall deliver to the corporation, before the taking of
the vote on the merger or consolidation, a written demand for appraisal of such
stockholder's shares. Such demand will be sufficient if it reasonably informs
the corporation of the identity of the stockholder and that the stockholder
intends thereby to demand the appraisal of such stockholder's shares. A proxy or
vote against the merger or consolidation shall not constitute such a demand. A
stockholder electing to take such action must do so by a separate written demand
as herein provided. Within 10 days after the effective date of such merger or
consolidation, the surviving or resulting corporation shall notify each
stockholder of each constituent corporation who has complied with this
subsection and has not voted in favor of or consented to the merger or
consolidation of the date that the merger or consolidation has become effective;
or

      (2) If the merger or consolidation was approved pursuant to ss. 228 or ss.
253 of this title, then, either a constituent corporation before the effective
date of the merger or consolidation, or the surviving or resulting corporation
within ten days thereafter, shall notify each of the holders of any class or
series of stock of such constituent corporation who are entitled to appraisal
rights of the approval of the merger or consolidation and that appraisal rights
are available for any or all shares of such class or series of stock of such
constituent corporation, and shall include in such notice a copy of this
section. Such notice may, and, if given on or after the effective date of the
merger or consolidation, shall, also notify such stockholders of the effective
date of the merger or consolidation. Any stockholder entitled to appraisal
rights may, within twenty days after the date of mailing of such notice, demand
in writing from the surviving or resulting corporation the appraisal of such
holder's shares. Such demand will be sufficient if it reasonably informs the
corporation of the identity of the stockholder and that the stockholder intends
thereby to demand the appraisal of such holder's shares. If such notice did not
notify stockholders of the effective date of the merger or consolidation, either
(i) each such constituent corporation shall send a second notice before the
effective date of the merger or consolidation notifying each of the holders of
any class or series of stock of such constituent corporation that are entitled
to appraisal rights of the effective date of the merger or consolidation or (ii)
the surviving or resulting corporation shall send such a second notice to all
such holders on or within 10 days after such effective date; provided, however,
that if such second notice is sent more than 20 days following the sending of
the first notice, such second notice need only be sent to each stockholder who
is entitled to appraisal rights and who has demanded appraisal of such holder's
shares in accordance with this subsection. An affidavit of the secretary or
assistant secretary or of the transfer agent of the corporation that is required
to give either notice that such notice has been given shall, in the absence of
fraud, be prima facie evidence of the facts stated therein. For purposes of
determining the stockholders entitled to receive either notice, each constituent
corporation may fix, in advance, a record date that shall be not more than 10
days prior to the date the notice is given, provided, that if the notice is
given on or after the effective date of the merger or consolidation, the record
date shall be such effective date. If no record date is fixed and the notice is
given prior to the effective date, the record date shall be the close of
business on the day next preceding the day on which the notice is given.

      (e) Within 120 days after the effective date of the merger or
consolidation, the surviving or resulting corporation or any stockholder who has
complied with subsections (a) and (d) hereof and who is otherwise entitled to
appraisal rights, may file a petition in the Court of Chancery demanding a


                                      C-2
<PAGE>

determination of the value of the stock of all such stockholders.
Notwithstanding the foregoing, at any time within 60 days after the effective
date of the merger or consolidation, any stockholder shall have the right to
withdraw such stockholder's demand for appraisal and to accept the terms offered
upon the merger or consolidation. Within 120 days after the effective date of
the merger or consolidation, any stockholder who has complied with the
requirements of subsections (a) and (d) hereof, upon written request, shall be
entitled to receive from the corporation surviving the merger or resulting from
the consolidation a statement setting forth the aggregate number of shares not
voted in favor of the merger or consolidation and with respect to which demands
for appraisal have been received and the aggregate number of holders of such
shares. Such written statement shall be mailed to the stockholder within 10 days
after such stockholder's written request for such a statement is received by the
surviving or resulting corporation or within 10 days after expiration of the
period for delivery of demands for appraisal under subsection (d) hereof,
whichever is later.

      (f) Upon the filing of any such petition by a stockholder, service of a
copy thereof shall be made upon the surviving or resulting corporation, which
shall within 20 days after such service file in the office of the Register in
Chancery in which the petition was filed a duly verified list containing the
names and addresses of all stockholders who have demanded payment for their
shares and with whom agreements as to the value of their shares have not been
reached by the surviving or resulting corporation. If the petition shall be
filed by the surviving or resulting corporation, the petition shall be
accompanied by such a duly verified list. The Register in Chancery, if so
ordered by the Court, shall give notice of the time and place fixed for the
hearing of such petition by registered or certified mail to the surviving or
resulting corporation and to the stockholders shown on the list at the addresses
therein stated. Such notice shall also be given by 1 or more publications at
least 1 week before the day of the hearing, in a newspaper of general
circulation published in the City of Wilmington, Delaware or such publication as
the Court deems advisable. The forms of the notices by mail and by publication
shall be approved by the Court, and the costs thereof shall be borne by the
surviving or resulting corporation.

      (g) At the hearing on such petition, the Court shall determine the
stockholders who have complied with this section and who have become entitled to
appraisal rights. The Court may require the stockholders who have demanded an
appraisal for their shares and who hold stock represented by certificates to
submit their certificates of stock to the Register in Chancery for notation
thereon of the pendency of the appraisal proceedings; and if any stockholder
fails to comply with such direction, the Court may dismiss the proceedings as to
such stockholder.

      (h) After determining the stockholders entitled to an appraisal, the Court
shall appraise the shares, determining their fair value exclusive of any element
of value arising from the accomplishment or expectation of the merger or
consolidation, together with a fair rate of interest, if any, to be paid upon
the amount determined to be the fair value. In determining such fair value, the
Court shall take into account all relevant factors. In determining the fair rate
of interest, the Court may consider all relevant factors, including the rate of
interest which the surviving or resulting corporation would have had to pay to
borrow money during the pendency of the proceeding. Upon application by the
surviving or resulting corporation or by any stockholder entitled to participate
in the appraisal proceeding, the Court may, in its discretion, permit discovery
or other pretrial proceedings and may proceed to trial upon the appraisal prior
to the final determination of the stockholder entitled to an appraisal. Any
stockholder whose name appears on the list filed by the surviving or resulting
corporation pursuant to subsection (f) of this section and who has submitted
such stockholder's certificates of stock to the Register in Chancery, if such is
required, may participate fully in all proceedings until it is finally
determined that such stockholder is not entitled to appraisal rights under this
section.

      (i) The Court shall direct the payment of the fair value of the shares,
together with interest, if any, by the surviving or resulting corporation to the
stockholders entitled thereto. Interest may be simple or compound, as the Court
may direct. Payment shall be so made to each such stockholder, in the case of
holders of uncertificated stock forthwith, and the case of holders of shares
represented by certificates upon the surrender to the corporation of the
certificates representing such stock. The Court's decree may be enforced as
other decrees in the Court of Chancery may be enforced, whether such surviving
or resulting corporation be a corporation of this State or of any state.


                                      C-3
<PAGE>

      (j) The costs of the proceeding may be determined by the Court and taxed
upon the parties as the Court deems equitable in the circumstances. Upon
application of a stockholder, the Court may order all or a portion of the
expenses incurred by any stockholder in connection with the appraisal
proceeding, including, without limitation, reasonable attorney's fees and the
fees and expenses of experts, to be charged pro rata against the value of all
the shares entitled to an appraisal.

      (k) From and after the effective date of the merger or consolidation, no
stockholder who has demanded appraisal rights as provided in subsection (d) of
this section shall be entitled to vote such stock for any purpose or to receive
payment of dividends or other distributions on the stock (except dividends or
other distributions payable to stockholders of record at a date which is prior
to the effective date of the merger or consolidation); provided, however, that
if no petition for an appraisal shall be filed within the time provided in
subsection (e) of this section, or if such stockholder shall deliver to the
surviving or resulting corporation a written withdrawal of such stockholder's
demand for an appraisal and an acceptance of the merger or consolidation, either
within 60 days after the effective date of the merger or consolidation as
provided in subsection (e) of this section or thereafter with the written
approval of the corporation, then the right of such stockholder to an appraisal
shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court
of Chancery shall be dismissed as to any stockholder without the approval of the
Court, and such approval may be conditioned upon such terms as the Court deems
just.

      (l) The shares of the surviving or resulting corporation to which the
shares of such objecting stockholders would have been converted had they
assented to the merger or consolidation shall have the status of authorized and
unissued shares of the surviving or resulting corporation.


                                      C-4

<PAGE>


                                 [FORM OF PROXY]

                      ADVANCED TECHNICAL PRODUCTS, INC.
          200 mANSELL COURT EAST, SUITE 505, ROSWELL, Georgia 30076
         THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

                 ANNUAL MEETING OF STOCKHOLDERS--JUNE 12, 2002

      The undersigned hereby appoints Garrett L Dominy and James P. Hobt, or
either of them, with full power of substitution, as proxies of the undersigned,
to represent the undersigned and to vote all shares of Advanced Technical
Products, Inc. common stock which the undersigned would be entitled to vote, if
personally present, at the Annual Meeting of Stockholders to be held on June 12,
2002, and at any adjournment or postponement thereof, as indicated on the
reverse side. Any proxy heretofore given by the undersigned with respect to such
shares of common stock is hereby revoked.

      This Proxy, when properly executed, will be voted as directed by the
undersigned stockholder on the reverse side. If no direction is specified, this
proxy will be voted FOR the proposal and FOR the nominees for Class II director.

         (IMPORTANT: PLEASE DATE AND SIGN THE PROXY ON REVERSE SIDE)


<PAGE>


                           (Continued From Other Side)

Proposal

Adoption of the Agreement and Plan of Merger described in the accompanying proxy
statement.

                    FOR |_|   AGAINST |_|   ABSTAIN |_|

Election of Class II Directors

Nominees for Class II director to serve until the earlier of the closing of the
merger contemplated by the Agreement and Plan of Merger described in the
accompanying proxy statement or the our 2005 annual meeting:

        (1) Garrett L. Dominy, (2) Sam P. Douglass and (3) John M. Simon

      |_|   FOR the election of all nominees for Class II director except as
            marked to the contrary below.

      |_|   WITHHOLD AUTHORITY to vote on all nominees for Class II director
            listed above.

      |_|   WITHHOLD AUTHORITY to vote only for the nominee or nominees, written
            on the line provided below:

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

      In their discretion, the proxies are authorized to vote upon such other
matters as may properly come before the meeting or any adjournment or
postponement thereof.

      The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders, the proxy statement furnished with the notice, and our
2001 Annual Report on Form 10-K and Form 10-K/A.

                        If You Plan to Attend the Annual Meeting Mark Here |_|

                        Change of Address and/or Comments Mark Here |_|

                        Please mark, date and sign your name as it appears
                        hereon. If acting as executor, administrator, trustee,
                        guardian, etc., you should so indicate when signing. If
                        the signer is a corporation, please sign the full
                        corporate name, by a duly authorized officer and
                        indicate the title of such officer. If shares are held
                        jointly, each stockholder named should sign. If you
                        receive more than one proxy card, please date and sign
                        each card and return all proxy cards in the enclosed
                        envelope.

                        Dated: ______________, 2002


                        -----------------------------------------------
                        Signature


                        -----------------------------------------------
                        Signature if held jointly

                        VOTES MUST BE INDICATED IN BLACK OR BLUE INK AS
                        INDICATED IN THIS EXAMPLE. |X|

         PLEASE DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED ENVELOPE.


