SC TO-T

QuickLinks -- Click here to rapidly navigate through this document

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule TO
(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

ECC International Corp.
(Name of Subject Company (Issuer))

CDA Acquisition Corporation (Offeror)
Cubic Corporation (Parent of Offeror)
(Names of Filing Persons)

COMMON STOCK
PAR VALUE $0.10 PER SHARE
(Title of Class of Securities)

268255106
(CUSIP Number of Class of Securities)

William L. Hoese, Esq.
Assistant General Counsel
Cubic Corporation
9333 Balboa Avenue
San Diego, CA 92123
(858) 277-6780
(Name, address, and telephone number of person authorized to receive notices
and communications on behalf of filing persons)

with copies to:
Barbara L. Borden, Esq.
Cooley Godward LLP
4401 Eastgate Mall
San Diego, Ca 92121-9109
(858) 550-6000

CALCULATION OF FILING FEE

Transaction valuation(1)	Amount of filing fee(2)
$43,714,241	$8,743

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 0-11(d) under the Securities Exchange Act of 1934, as amended, based on the product of (i) $5.25 (i.e. the per share tender offer price) and (ii) 8,326,522, the estimated number of shares of ECC International Corp. ("ECC") common stock to be acquired in this tender offer and the merger (including 415,500 shares of ECC common stock issuable upon the exercise of outstanding options having an exercise price per share less than or equal to $5.25 and 3,000 shares of ECC common stock expected to be issued pursuant to ECC's 2002 Employee Stock Purchase Plan).

(2)

The amount of the filing fee, calculated in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934, as amended, equals 0.02% of the transaction valuation.

o

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number or the form or schedule and the date of its filing.

Amount Previously Paid: N/A	Filing Party: N/A
Form or Registration No.: N/A	Date Filed: N/A

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

ý

third-party tender offer subject to Rule 14d-1.

o

issuer tender offer subject to Rule 13e-4.

o

going-private transaction subject to Rule 13e-3.

o

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

ITEMS 1-9, AND ITEM 11.

        This Tender Offer Statement on Schedule TO (this "Schedule TO") relates to the offer by CDA Acquisition Corporation, a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Cubic Corporation, a Delaware corporation ("Cubic"), to purchase all the outstanding shares of common stock, par value $0.10 per share, of ECC International Corp., a Delaware corporation ("ECC"), at a purchase price of $5.25 per share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 27, 2003, and in the Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1) and (a)(2) hereto, respectively. This Schedule TO is being filed on behalf of the Purchaser and Cubic. The information set forth in the Offer to Purchase, including Schedule I thereto, and the Letter of Transmittal, are hereby incorporated by reference in answer to Items 1-9 and 11 of this Schedule TO.

ITEM 10. FINANCIAL STATEMENTS

        Not Applicable.

ITEM 12. EXHIBITS

(a)(1)	Offer to Purchase, dated August 27, 2003.
(a)(2)	Form of Letter of Transmittal.
(a)(3)	Form of Notice of Guaranteed Delivery.
(a)(4)	Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.
(a)(5)	Form of Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.
(a)(6)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(7)	Joint Press Release issued by Cubic Corporation and ECC International Corp. on August 21, 2003.
(a)(8)	Summary Newspaper Advertisement published in The New York Times on August 27, 2003.
(b)	Not applicable.
(d)(1)	Agreement and Plan of Merger, dated as of August 20, 2003, by and among Cubic Corporation, CDA Acquisition Corporation and ECC International Corp.
(d)(2)	Form of Stockholder Tender Agreement dated as of August 20, 2003, between Cubic Corporation and selected stockholders of ECC International Corp.
(d)(3)	Confidentiality Agreement, dated June 20, 2003, between Cubic Corporation and ECC International Corp.
(d)(4)	Exclusivity Agreement, dated July 28, 2003, between Cubic Corporation and ECC International Corp., and extension of Exclusivity Agreement dated August 6, 2003.
(g)	Not applicable.
(h)	Not applicable.

2

SIGNATURES

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

CDA ACQUISITION CORPORATION
By:	/s/  JOHN D. THOMAS Name: John D. Thomas Title: Vice President and Treasurer
CUBIC CORPORATION
By:	/s/  WILLIAM W. BOYLE Name: William W. Boyle Title: Vice President and Chief Financial Officer
	Dated: August 27, 2003

3

INDEX TO EXHIBITS

Exhibit No.	Document
(a)(1)	Offer to Purchase, dated August 27, 2003.
(a)(2)	Form of Letter of Transmittal.
(a)(3)	Form of Notice of Guaranteed Delivery.
(a)(4)	Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.
(a)(5)	Form of Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.
(a)(6)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(7)	Joint Press Release issued by Cubic Corporation and ECC International Corp. on August 21, 2003.
(a)(8)	Summary Newspaper Advertisement published in The New York Times on August 27, 2003.
(b)	Not applicable.
(d)(1)	Agreement and Plan of Merger, dated as of August 20, 2003, by and among Cubic Corporation, CDA Acquisition Corporation and ECC International Corp.
(d)(2)	Form of Stockholder Tender Agreement dated as of August 20, 2003, between Cubic Corporation and selected stockholders of ECC International Corp.
(d)(3)	Confidentiality Agreement, dated June 20, 2003, between Cubic Corporation and ECC International Corp.
(d)(4)	Exclusivity Agreement, dated July 28, 2003, between Cubic Corporation and ECC International Corp., and extension of Exclusivity Agreement dated August 6, 2003.
(g)	Not applicable.
(h)	Not applicable.

QuickLinks

ITEMS 1-9, AND ITEM 11.
ITEM 10. FINANCIAL STATEMENTS
ITEM 12. EXHIBITS

SIGNATURES
INDEX TO EXHIBITS

EX-99.(A)(1)

QuickLinks -- Click here to rapidly navigate through this document

Exhibit (a)(1)

Offer to Purchase for Cash
All Outstanding Shares of Common Stock

of

ECC International Corp.

by

CDA Acquisition Corporation,
a wholly owned subsidiary of
Cubic Corporation

at

$5.25 Net per Share

THE OFFER (AS DEFINED HEREIN) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON SEPTEMBER 24, 2003, UNLESS THE OFFER IS EXTENDED.

        Pursuant to an Agreement and Plan of Merger, dated as of August 20, 2003 (the "Merger Agreement"), by and among Cubic Corporation, a Delaware corporation ("Cubic"), CDA Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Cubic (the "Purchaser"), and ECC International Corp., a Delaware corporation ("ECC"), the Purchaser is offering to purchase all of the outstanding shares of common stock, par value $0.10 per share, of ECC at a price of $5.25 per share, net to the seller in cash, without interest thereon (the "Offer Price"), upon the terms and subject to the conditions set forth in this Offer to Purchase and the Letter of Transmittal enclosed with this Offer to Purchase, which, together with any amendments or supplements hereto or thereto, collectively constitute the "Offer" described in this Offer to Purchase. Following the purchase by the Purchaser of shares of ECC common stock in the Offer and the satisfaction or waiver of each of the applicable conditions set forth in the Merger Agreement, the Purchaser will be merged with and into ECC (the "Merger"), with ECC surviving the Merger as a wholly owned subsidiary of Cubic. As a result of the Merger, each outstanding share of ECC common stock (other than shares owned by Cubic, the Purchaser, ECC or any wholly owned subsidiary of Cubic or ECC, or by any stockholder of ECC who is entitled to and properly exercises appraisal rights under Delaware law) will be converted into the right to receive the Offer Price.

        ECC's board of directors has, at a meeting held on August 20, 2003, by the unanimous vote of all directors of ECC, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are fair to and in the best interests of ECC's stockholders, (ii) approved and adopted the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, in accordance with the General Corporation Law of the State of Delaware and (iii) declared that the Merger Agreement is advisable. Accordingly, ECC's board of directors unanimously recommends that the stockholders of ECC accept the Offer and tender their shares of ECC common stock to the Purchaser in the Offer and, if required, vote to adopt the Merger Agreement and approve the Merger.

        The Offer is conditioned upon, among other things, there being validly tendered in accordance with the terms of the Offer and not withdrawn prior to the Expiration Date (as defined in Section 1 (Terms of the Offer) of this Offer to Purchase) shares of ECC common stock that, together with any shares of ECC common stock then owned by Cubic or any wholly owned subsidiary of Cubic (including the Purchaser), represent at least a majority of the Fully Diluted Number of Company Shares. The term "Fully Diluted Number of Company Shares" is defined in the Merger Agreement as the sum of all shares of ECC capital stock outstanding immediately prior to the Purchaser's acceptance of tenders pursuant to the Offer, plus the aggregate number of shares of ECC capital stock issuable upon the

exercise of any then-outstanding "in the money" options, warrants or other rights to acquire capital stock of ECC or upon the conversion of any then-outstanding security convertible into capital stock of ECC. An option or warrant is considered "in the money" for these purposes if the exercise price of such option or warrant is less than $5.25 per share. The foregoing condition is referred to as the "Minimum Condition" in this Offer to Purchase. The Offer is also subject to other conditions described in Section 13 (Certain Conditions to the Offer) of this Offer to Purchase.

        Each of ECC's directors, executive officers and stockholders with representatives on the board of directors of ECC have entered into stockholder tender agreements with Cubic pursuant to which they have agreed, in their respective capacities as stockholders of ECC, to tender all of their shares of ECC common stock, as well as any additional shares of ECC common stock that they may acquire (pursuant to ECC stock options or otherwise), to the Purchaser in the Offer, and to also cause any person that they or any of their affiliates or associates controls to do so. The parties to the stockholder tender agreements have also agreed to vote all of their shares of ECC common stock, and to also cause any person that they or any of their affiliates or associates controls to vote all of such person's shares of ECC common stock, against any action that would result in a breach of the Merger Agreement, against any competing acquisition proposal, against any proposal to change a majority of the board of directors of ECC, against any action that would cause the conditions to the acceptance of the Offer or completion of the Merger not to be met and against any action intended or reasonably expected to interfere with the Offer or Merger. As of August 20, 2003, the stockholders who executed stockholder tender agreements, and persons that they or their affiliates or associates control, held in the aggregate 2,897,428 shares of ECC common stock, which represented approximately 36.6% of the outstanding shares of ECC common stock as of that date. The stockholder tender agreements terminate upon any termination of the Merger Agreement.

2

IMPORTANT

        Any stockholder of ECC who desires to tender all or any portion of such stockholder's shares of ECC common stock to the Purchaser in the Offer should either (i) complete and sign the Letter of Transmittal (or a facsimile copy of it) for the Offer, which is enclosed with this Offer to Purchase, in accordance with the instructions contained in the Letter of Transmittal (having such stockholder's signature on the Letter of Transmittal guaranteed if required by Instruction 1 to the Letter of Transmittal), mail or deliver the Letter of Transmittal (or a facsimile copy of it) and any other required documents to the depositary for the Offer, Computershare Trust Company of New York (the "Depositary"), and either deliver the certificates representing such shares to the Depositary along with the Letter of Transmittal (or a facsimile copy of it) or tender such shares by book-entry transfer by following the procedures described in Section 2 (Procedures for Tendering Shares of ECC Common Stock in the Offer) of this Offer to Purchase, in each case prior to the Expiration Date or (ii) request such stockholder's broker, dealer, bank, trust company or other nominee to effect the transaction for such stockholder. Any stockholder of ECC with shares of ECC common stock registered in the name of a broker, dealer, bank, trust company or other nominee must contact that institution in order to tender such shares to the Purchaser in the Offer.

        Any stockholder of ECC who desires to tender shares of ECC common stock to the Purchaser in the Offer and whose certificates representing such shares are not immediately available, or who cannot comply in a timely manner with the procedures for tendering shares by book-entry transfer, or who cannot deliver all required documents to the Depositary prior to the Expiration Date, may tender such shares to the Purchaser in the Offer by following the procedures for guaranteed delivery described in Section 2 (Procedures for Tendering Shares of ECC Common Stock in the Offer) of this Offer to Purchase.

        Questions regarding the Offer, and requests for assistance in connection with the Offer, may be directed to the Information Agent for the Offer at the address and telephone numbers listed below. Additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and other related materials may be obtained from the Information Agent. Certain information about the Offer, including documents filed by Cubic and the Purchaser with the United States Securities and Exchange Commission, are also available on Cubic's website at www.cubic.com.

The Information Agent for the Offer is:

Georgeson Shareholder Communications Inc.
17 State Street, 10th Floor
New York, New York 10004
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll Free: (866) 295-8173

3

TABLE OF CONTENTS

		Page
SUMMARY TERM SHEET		5
INTRODUCTION		12
THE TENDER OFFER
1.	Terms of the Offer	14
2.	Procedures for Tendering Shares of ECC Common Stock in the Offer	16
3.	Withdrawal Rights	21
4.	Acceptance for Payment and Payment for Shares of ECC Common Stock	21
5.	Certain United States Federal Income Tax Consequences	23
6.	Price Range of Shares of ECC Common Stock; Dividends on Shares of ECC Common Stock	24
7.	Effect of the Offer on the Market for ECC Common Stock; The American Stock Exchange Listing of ECC Common Stock; Exchange Act Registration of ECC Common Stock; Margin Regulations	25
8.	Certain Information Concerning ECC	26
9.	Certain Information Concerning the Purchaser and Cubic	27
10.	Source and Amount of Funds	27
11.	Background of the Offer	28
12.	Purpose of the Offer and the Merger; Plans for ECC; The Merger Agreement; The Stockholder Tender Agreements	31
13.	Certain Conditions to the Offer	46
14.	Certain Legal Matters	48
15.	Fees and Expenses	51
16.	Miscellaneous	51
SCHEDULE I Directors and Executive Officers of the Purchaser and Cubic		52

4

SUMMARY TERM SHEET

        We are CDA Acquisition Corporation, and we are making an offer to purchase all of the outstanding shares of common stock of ECC International Corp. ("ECC"). The following are some of the questions you, as a stockholder of ECC, may have about our offer and our answers to those questions. This Summary Term Sheet provides important and material information about our offer that is described in more detail elsewhere in this Offer to Purchase, but this Summary Term Sheet may not include all of the information about our offer that is important to you. We urge you to carefully read the remainder of this Offer to Purchase and the Letter of Transmittal for our offer because the information in this Summary Term Sheet is not complete. Additional important information about our offer is contained in the remainder of this Offer to Purchase and the Letter of Transmittal for our offer. We have included cross-references in this Summary Term Sheet to other sections of this Offer to Purchase to direct you to the sections of this Offer to Purchase in which a more complete description of the topics covered in this Summary Term Sheet appear.

Who is offering to buy my ECC shares?

        Our name is CDA Acquisition Corporation. We are a Delaware corporation organized as a wholly owned subsidiary of Cubic Corporation ("Cubic") for the sole purpose of making a tender offer for the outstanding shares of common stock of ECC. Cubic operates in two primary business segments: defense and transportation. Cubic's defense segment provides integrated systems, electronic products and services to the U.S. government and allied nations. Cubic is a leading provider of air and ground combat training systems and services for the U.S. and foreign militaries. Cubic's transportation segment is the world's largest supplier of automated revenue collection systems for public mass transit systems, with systems installed throughout North America, Europe and Asia. See Introduction and Section 9 (Certain Information Concerning the Purchaser and Cubic) of this Offer to Purchase for more information.

How many shares of ECC common stock are you offering to purchase?

        We are making an offer to purchase all of the outstanding shares of common stock of ECC. See Introduction and Section 1 (Terms of the Offer) of this Offer to Purchase for more information.

How much are you offering to pay for my shares of ECC common stock, what is the form of payment and will I have to pay any fees or commissions if I tender my shares in your offer?

        We are offering to pay $5.25 per share, net to you, in cash (without interest) for each of your shares of ECC common stock. If you are the record owner of your shares and you tender them in our offer, you will not have to pay any brokerage fees or similar expenses in connection with your tender. If you own your shares through a broker or other nominee, however, and your broker or nominee tenders your shares in our offer on your behalf, your broker or nominee may charge you a fee for doing so. You should consult your broker or nominee to determine whether it will charge you a fee for tendering your shares in our offer. See Introduction and Section 1 (Terms of the Offer) of this Offer to Purchase for more information.

Do you have the financial resources to pay for all of the shares of ECC common stock that you are offering to purchase?

        Yes. Our parent company, Cubic, will contribute to us sufficient funds to pay for all of the shares of ECC common stock that are accepted for payment by us in our offer, and to make payments for all shares of ECC common stock that are not accepted for payment in our offer and that will be converted into the right to receive $5.25 per share in cash (without interest) in the merger described below following the successful completion of our offer. Cubic expects to use its cash on hand and cash

5

equivalents to make this contribution. Our offer is not conditioned upon any financing contingencies. See Section 10 (Source and Amount of Funds) of this Offer to Purchase for more information.

Is your financial condition relevant to my decision whether to tender my shares of ECC common stock in your offer?

        No. We do not believe that our financial condition is relevant to your decision whether to tender your shares of ECC common stock in our offer because:

•

cash is the only consideration that we are paying to the holders of ECC common stock in connection with our offer;



•

we are offering to purchase all of the outstanding shares of ECC common stock in our offer;



•

our offer is not subject to any financing contingencies; and



•

Cubic has sufficient cash on hand and cash equivalents to provide us with the amount of cash consideration payable to holders of ECC common stock in our offer and the merger described below.

        See Section 10 (Source and Amount of Funds) of this Offer to Purchase for more information.

How long do I have to tender my shares of ECC common stock in your offer?

        Unless we extend our offer, you will have until 12:00 midnight, New York City time, on September 24, 2003, to tender your shares of ECC common stock in our offer. If you cannot deliver everything that is required to tender your shares by that time, you may be able to use a guaranteed delivery procedure to tender your shares, as described in Section 2 (Procedures for Tendering Shares of ECC Common Stock in the Offer) of this Offer to Purchase.

What are the most significant conditions to your offer?

        We are not obligated to purchase any shares of ECC common stock that are tendered in our offer unless, prior to the expiration of our offer, the number of shares validly tendered in accordance with the terms of our offer and not withdrawn, together with any shares of ECC common stock then owned by Cubic or any wholly owned subsidiary of Cubic (including us), represent at least a majority of the "Fully Diluted Number of Company Shares," which is defined in the merger agreement as the sum of all shares of ECC capital stock outstanding immediately prior to our acceptance of tenders pursuant to our offer plus the aggregate number of shares of ECC capital stock issuable upon the exercise of any "in the money" option, warrant or other right then-outstanding to acquire capital stock of ECC, or upon the conversion of any then-outstanding security convertible into capital stock of ECC. An option or warrant is considered "in the money" for these purposes if the exercise price of such option or warrant is less than $5.25 per share. This condition is referred to as the "minimum condition."

        Our offer is not subject to any financing contingencies, but it is subject to a number of other conditions, including conditions with respect to the accuracy of ECC's representations and warranties in the merger agreement as of the date of the merger agreement and as of the date of expiration of our offer, ECC's compliance in all material respects with its covenants set forth in the merger agreement, the absence of any event that would have a material adverse effect on ECC, ECC's continued support of and recommendation of our offer and the merger and the absence of any legal proceeding involving a governmental body related to our offer or the merger. See Section 13 (Certain Conditions to the Offer) of this Offer to Purchase for more information about these and other conditions to our offer.

        We can waive any condition to our offer without ECC's consent, other than the minimum condition.

6

Under what circumstances can you extend your offer?

        We are permitted to (but not required to) extend our offer beyond its initial expiration date of September 24, 2003:

•

for any period required by any rule or regulation of the United States Securities and Exchange Commission applicable to our offer;



•

for such amount of time as we believe to be reasonably necessary to permit all of the conditions to our offer to be satisfied, provided that we cannot extend our offer to any date occurring after November 21, 2003 without ECC's consent; and



•

for an additional period of not more than 20 business days, if the minimum condition has been satisfied, but the sum of the number of shares of ECC common stock that have been validly tendered and not withdrawn in our offer as of the scheduled or any extended expiration date of our offer represents less than 90% of the Fully Diluted Number of Company Shares, provided that we cannot extend our offer to any date occurring after November 21, 2003 without ECC's consent.

        See Section 1 (Terms of the Offer) of this Offer to Purchase for more information.

        At our option, we may (but are not required to) also provide for a subsequent offering period, and one or more extensions thereof, following the expiration of and acceptance for payment of shares tendered in our offer. During any subsequent offering period, if there is one, you could tender your shares to us for the same offer price payable in our offer. See Section 1 (Terms of the Offer) of this Offer to Purchase for more information.

How will I be notified if you extend your offer?

        If we extend our offer, we will inform the Depositary, Computershare Trust Company of New York, of that fact and will make a public announcement of the extension not later than 9:00 a.m., New York City time, on the next business day after the day on which our offer was previously scheduled to expire. See Section 1 (Terms of the Offer) of this Offer to Purchase for more information.

How do I tender my shares of ECC common stock in your offer?

        To tender all or any portion of your shares of ECC common stock in our offer, you must either deliver the certificate or certificates representing your tendered shares, together with the Letter of Transmittal (or a facsimile copy of it) enclosed with this Offer to Purchase, properly completed and duly executed, any required signature guarantees and any other required documents, to the Depositary, Computershare Trust Company of New York, or tender your shares using the book-entry procedure described in Section 2 (Procedures for Tendering Shares of ECC Common Stock in the Offer) of this Offer to Purchase, in either case prior to the expiration of our offer.

        If you hold your shares of ECC common stock in street name through a broker, dealer, bank, trust company or other nominee and you wish to tender all or any portion of your shares of ECC common stock in our offer, the broker, dealer, bank, trust company or other nominee that holds your shares must tender them on your behalf to the Depositary.

        If you cannot deliver the items that are required to be delivered to the Depositary by the expiration of our offer, you may obtain additional time to do so by having a broker, bank or other fiduciary that is a member of the Securities Transfer Agent's Medallion Program or other eligible institution guarantee that the missing items will be received by the Depositary within three American Stock Exchange trading days. You may use the Notice of Guaranteed Delivery enclosed with this Offer to Purchase for this purpose. To tender shares of ECC common stock in this manner, however, the Depositary must receive the missing items within such three trading day period. See Section 2

7

(Procedures for Tendering Shares of ECC Common Stock in the Offer) of this Offer to Purchase for more information.

Can I withdraw shares that I previously tendered in your offer? Until what time may I withdraw previously tendered shares?

        Yes. You can withdraw some or all of the shares of ECC common stock that you previously tendered in our offer at any time until the expiration date of our offer. Further, if we have not accepted your shares for payment by October 25, 2003, you can withdraw them at any time after October 25, 2003. Once we accept your tendered shares for payment upon the expiration of our offer, however, you will no longer be able to withdraw them. In addition, your right to withdraw your previously tendered and accepted shares will not apply to any subsequent offering period (which is not the same as an extension of our offer), if one is provided. See Section 1 (Terms of the Offer) and Section 3 (Withdrawal Rights) of this Offer to Purchase for more information.

How do I withdraw my previously tendered shares?

        To withdraw any shares of ECC common stock that you previously tendered in our offer, you (or, if your shares are held in street name, the broker, dealer, bank, trust company or other nominee that holds your shares) must deliver a written notice of withdrawal (or a facsimile copy of one), with the required information, to the Depositary while you still have the right to withdraw your shares. See Section 1 (Terms of the Offer) and Section 3 (Withdrawal Rights) of this Offer to Purchase for more information.

Has ECC's board of directors approved your offer?

        Yes. Our offer is being made pursuant to an Agreement and Plan of Merger, dated as of August 20, 2003, by and among Cubic, ECC and us. ECC's board of directors has, by the unanimous vote of all directors of ECC:

•

determined that the merger agreement and the transactions contemplated thereby, including our offer and the merger contemplated by the merger agreement, are fair to and in the best interests of ECC's stockholders;



•

approved and adopted the merger agreement and the transactions contemplated thereby, including our offer and the merger contemplated by the merger agreement in accordance with applicable law; and



•

declared that the merger agreement is advisable.

        Accordingly, ECC's board of directors unanimously recommends that you accept our offer and tender your shares of ECC common stock pursuant to our offer and, if required, vote to adopt the merger agreement and approve the merger.

        The factors considered by ECC's board of directors in making the determinations and the recommendation described above are described in ECC's Solicitation/Recommendation Statement on Schedule 14D-9, which has been filed with the United States Securities and Exchange Commission and is being mailed to the stockholders of ECC with this Offer to Purchase.

        Imperial Capital, LLC, which acted as the financial advisor to ECC's board of directors, delivered an opinion to ECC's board of directors, dated August 19, 2003, to the effect that, as of that date, based upon and subject to the assumptions made, the procedures followed, other matters considered and the limitations of the review undertaken in its opinion, the offer price to be paid to tendering stockholders whose shares of ECC common stock are accepted for payment in our offer and to be paid to stockholders in the merger was fair, from a financial point of view, to the holders of shares of ECC

8

common stock. Stockholders of ECC are urged to, and should, carefully read ECC's Solicitation/Recommendation Statement on Schedule 14D-9 and the opinion of Imperial Capital, LLC in their entirety.

Have any stockholders of ECC already agreed to tender their shares in your offer?

        Yes. As noted above, each of ECC's directors, executive officers and stockholders with representatives on the board of directors of ECC have entered into stockholder tender agreements with Cubic pursuant to which they have agreed, in their respective capacities as stockholders of ECC, to tender all of their shares of ECC common stock, as well as any additional shares of ECC common stock that they may acquire (pursuant to ECC stock options or otherwise), to us in our offer, and to also cause any person that they or any of their affiliates or associates controls to do so. The parties to the stockholder tender agreements have also agreed to vote all of their shares of ECC common stock, and to also cause any person that they or any of their affiliates or associates controls to vote all of such person's shares of ECC common stock, against any action that would result in a breach of the merger agreement, against any competing acquisition proposal, against any proposal to change a majority of the board of directors of ECC, against any action that would cause the conditions to the acceptance of the offer or completion of the merger not to be met and against any action intended or reasonably expected to interfere with our offer or merger. As of August 20, 2003, the stockholders who executed stockholder tender agreements, and persons that they or their affiliates or associates control, held in the aggregate 2,897,428 shares of ECC common stock, which represented approximately 36.6% of the outstanding shares of ECC common stock as of that date. The stockholder tender agreements terminate upon any termination of the merger agreement.

What are your plans if you successfully complete your offer but do not acquire all of the outstanding shares of ECC common stock in your offer?

        If we successfully complete our offer and certain limited conditions are satisfied, as soon as practicable following the successful completion of our offer, we intend to merge with and into ECC. As a result of that merger:

•

all of the outstanding shares of ECC common stock, other than shares that are owned by Cubic, ECC or us (or any wholly owned subsidiary of Cubic or ECC) and other than any shares that are owned by any stockholder of ECC who is entitled to and properly exercises appraisal rights under Delaware law in respect of their shares, will be canceled and converted into the right to receive $5.25 per share in cash (without interest);



•

all of the outstanding shares of ECC common stock that are owned by Cubic, ECC or us (or any wholly owned subsidiary of Cubic or ECC) will be canceled and retired and shall cease to exist, and no consideration shall be delivered therefor; and



•

all of our issued and outstanding shares of capital stock, which are owned by Cubic, will be converted into shares of ECC common stock.

        As a result of the merger, Cubic will own all of the issued and outstanding shares of ECC. Our obligation to merge with ECC following the successful completion of our offer is conditioned on the adoption of the merger agreement by ECC's stockholders under Delaware law (if required) and no temporary restraining order, preliminary or permanent injunction or other order preventing the completion of the merger having been issued by any court of competent jurisdiction and remaining in effect, and there not being any legal requirement enacted or deemed applicable to the merger that makes completion of the merger illegal. If we successfully complete our offer, we will hold a sufficient number of shares of ECC common stock to ensure the requisite adoption of the merger agreement by ECC stockholders under Delaware law to complete the merger. In addition, if we own at least 90% of

9

the outstanding shares of ECC common stock, we will not be required to obtain stockholder approval to complete the merger.

If you successfully complete your offer, what will happen to ECC's board of directors?

        If we successfully complete our offer, under the merger agreement we are entitled to designate at least a majority of the members of ECC's board of directors. Therefore, if we successfully complete our offer, Cubic will obtain control over the management of ECC shortly thereafter. However, we and Cubic have also agreed in the merger agreement that we, Cubic and ECC will use our respective reasonable efforts to ensure that at least one of the members of ECC's board of directors, at all times prior to the completion of the merger, is an individual who was a director of ECC on August 20, 2003, the date of the merger agreement. After the election or appointment of the directors designated by Cubic to ECC's board of directors and prior to the completion of the merger, under the terms of the merger agreement, the approval of the individual who was a director (or a majority of the individuals who were directors, if more than one) of ECC on August 20, 2003 (or their successors) will be required to authorize any of the following actions of ECC: (i) any termination of the merger agreement by ECC; (ii) any amendment to the merger agreement requiring the approval of the ECC board of directors; (iii) any extension of the time for the performance of any of the obligations or other acts of Cubic or us under the merger agreement; (iv) any waiver of compliance with any of the agreements or conditions contained in the merger agreement for the benefit of ECC; (v) any consent or action by ECC's board of directors with respect to the merger agreement or the merger; or (vi) any other action of ECC that adversely affects the holders of ECC shares (other than Cubic or us). See Section 12 (Purpose of the Offer and the Merger; Plans for ECC; The Merger Agreement; The Stockholder Tender Agreements) of this Offer to Purchase for more information.

If I decide not to tender my shares of ECC common stock in your offer, how will your offer affect my shares?

        If we successfully complete our offer, but you do not tender your shares in our offer, and the merger takes place, your shares will be canceled and converted into the right to receive the same amount of cash that you would have received had you tendered your shares in our offer (without interest), subject to your right to pursue your appraisal rights under Delaware law. Therefore, if we complete the merger, unless you perfect your appraisal rights under Delaware law, the only difference to you between having your shares accepted for payment in our offer and not doing so is that you will be paid earlier if you have your shares accepted for payment in our offer.

        If we successfully complete our offer, then until such time thereafter as we complete the merger, the number of stockholders of ECC and the number of shares of ECC common stock that remain in the hands of the public may be so small that there may no longer be an active public trading market (or, possibly, any public trading market) for such shares. Also, shares of ECC common stock may no longer be eligible to be traded on the American Stock Exchange or any other securities exchange, and ECC may cease making filings with the United States Securities and Exchange Commission or otherwise cease being required to comply with the United States Securities and Exchange Commission's rules relating to publicly held companies. See Section 7 (Effect of the Offer on the Market for ECC Common Stock; the American Stock Exchange Listing of ECC Common Stock; Exchange Act Registration of ECC Common Stock; Margin Regulations) and Section 12 (Purpose of the Offer and the Merger; Plans for ECC; The Merger Agreement; The Stockholder Tender Agreements) of this Offer to Purchase for more information.

Are appraisal rights available in either your offer or the merger?

        Appraisal rights are not available in connection with our offer. If you choose not to tender your shares of ECC common stock in our offer, however, and we purchase shares of ECC common stock in

10

our offer, appraisal rights will be available to you in connection with our merger with and into ECC. If you choose to exercise your appraisal rights in connection with the merger, and you comply with the applicable requirements under Delaware law, you will be entitled to payment for your shares based on the fair value of your shares exclusive of any element of value arising from the accomplishment or expectation of the merger, together with a fair rate of interest, if any, on the amount determined to be the fair value of your shares. This amount may be more or less than the $5.25 per share that we are offering to pay you for your shares in our offer or that you would otherwise receive in the merger. See Section 12 (Purpose of the Offer and the Merger; Plans for ECC; The Merger Agreement; The Stockholder Tender Agreements) of this Offer to Purchase for more information.

What are the United States federal income tax consequences of having my shares of ECC common stock accepted for payment in your offer or receiving cash in the merger?

        The receipt of cash pursuant to our offer (or the merger) will be a taxable transaction for United States federal income tax purposes under the Internal Revenue Code of 1986, as amended, and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. Generally, for United States federal income tax purposes, a stockholder having shares of ECC common stock accepted for payment in our offer or receiving cash in the merger will recognize gain or loss equal to the difference between the amount of cash received by the stockholder in our offer (or the merger) and the stockholder's aggregate adjusted tax basis in the shares tendered by the stockholder and accepted for payment in our offer (or converted into cash in the merger). Gain or loss will be calculated separately for each block of shares tendered and accepted for payment in our offer (or converted into cash in the merger). See Section 5 (Certain United States Federal Income Tax Consequences) of this Offer to Purchase for more information.

Stockholders are urged to consult their own tax advisors to determine the particular tax consequences to them (including the application and effect of any state, local or foreign income and other tax laws) of our offer and the merger.

What is the market value of my shares of ECC common stock?

        On August 20, 2003, the last trading day before Cubic and ECC announced that they had entered into the merger agreement, the last sale price of shares of ECC common stock reported on the American Stock Exchange was $5.08 per share; therefore, the offer price of $5.25 per share represents a premium of 3.3% over the closing price of ECC shares before announcement of the merger agreement. On August 25, 2003, the last sale price of shares of ECC common stock reported on the American Stock Exchange was $5.20 per share. We advise you to obtain a recent quotation for shares of ECC common stock when deciding whether to tender your shares in our offer. See Section 6 (Price Range of Shares of ECC Common Stock; Dividends on Shares of ECC Common Stock) of this Offer to Purchase for more information.

Whom can I contact if I have questions about your offer?

        You should contact the Information Agent for our offer at its address and telephone numbers listed below if you have any questions about our offer.

The Information Agent for our offer is:

Georgeson Shareholder Communications Inc.
17 State Street, 10th Floor
New York, New York 10004
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll Free: (866) 295-8173

11

To: The Holders of Common Stock of ECC:

INTRODUCTION

        CDA Acquisition Corporation, a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Cubic Corporation, a Delaware corporation ("Cubic"), hereby offers to purchase all of the outstanding shares of common stock, par value $0.10 per share, of ECC International Corp., a Delaware corporation ("ECC"), at a price of $5.25 per share, net to the seller in cash (without interest thereon) (the "Offer Price"), upon the terms and subject to the conditions set forth in this Offer to Purchase and the Letter of Transmittal enclosed with this Offer to Purchase, which, together with any amendments or supplements hereto or thereto, collectively constitute the "Offer" described in this Offer to Purchase.

        Tendering ECC stockholders whose shares of ECC common stock are registered in their own names and who tender their shares directly to Computershare Trust Company of New York, which is acting as the Depositary for the Offer, will not be obligated to pay brokerage fees or commissions in connection with the Offer or, except as set forth in Instruction 6 to the Letter of Transmittal for the Offer, transfer taxes on the sale of the shares in the Offer. A stockholder of ECC who holds shares of ECC common stock through a broker, dealer, bank, trust company or other nominee should consult with such institution to determine whether it will charge any service fees for tendering such stockholder's shares to the Purchaser in the Offer.

        The Purchaser will pay all fees and expenses of Computershare Trust Company of New York, which is acting as the Depositary for the Offer, and Georgeson Shareholder Communications Inc., which is acting as the information agent for the Offer (the "Information Agent"), incurred in connection with the Offer. See Section 15 (Fees and Expenses) of this Offer to Purchase for more information.

        The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of August 20, 2003 by and among Cubic, the Purchaser and ECC (the "Merger Agreement") pursuant to which, following the purchase by the Purchaser of shares of ECC common stock in the Offer and the satisfaction or waiver of certain conditions, the Purchaser will be merged with and into ECC (the "Merger"), with ECC surviving the Merger as a wholly owned subsidiary of Cubic. As a result of the Merger, each outstanding share of ECC common stock (other than shares owned by Cubic, the Purchaser, ECC or any wholly owned subsidiary of Cubic or ECC, or by any stockholder of ECC who is entitled to and properly exercises appraisal rights under Delaware law) will be converted into the right to receive the Offer Price, without interest thereon. See Section 12 (Purpose of the Offer and the Merger; Plans for ECC; The Merger Agreement; The Stockholder Tender Agreements) of this Offer to Purchase for more information.

ECC's board of directors has, at a meeting held on August 20, 2003, by the unanimous vote of all directors of ECC, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are fair to and in the best interests of ECC's stockholders, (ii) approved and adopted the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, in accordance with the General Corporation Law of the State of Delaware (the "DGCL") and (iii) declared that the Merger Agreement is advisable. Accordingly, ECC's board of directors unanimously recommends that the stockholders of ECC accept the Offer and tender their shares of ECC common stock to the Purchaser in the Offer and, if required, vote to adopt the Merger Agreement.

        The factors considered by ECC's board of directors in making the determinations and the recommendation described above are described in ECC's Solicitation/Recommendation Statement on Schedule 14D-9, which has been filed with the United States Securities and Exchange Commission and is being mailed to the stockholders of ECC with this Offer to Purchase.

12

        Imperial Capital, LLC, which acted as the financial advisor to ECC's board of directors, delivered an opinion to ECC's board of directors, dated August 19, 2003, to the effect that, as of that date, based upon and subject to the assumptions made, the procedures followed, other matters considered and the limitations of the review undertaken in its opinion, the Offer Price to be paid to tendering stockholders in the Offer and to be paid to holders of ECC common stock in the Merger was fair, from a financial point of view, to the holders of shares of ECC common stock. Stockholders of ECC are urged to, and should, carefully read ECC's Solicitation/Recommendation Statement on Schedule 14D-9 and the opinion of Imperial Capital, LLC in their entirety.

The Offer is conditioned upon, among other things, there being validly tendered in accordance with the terms of the Offer and not withdrawn prior to the Expiration Date (as defined in Section 1 (Terms of the Offer) of this Offer to Purchase) shares of ECC common stock (excluding shares tendered by notice of guaranteed delivery that have not been delivered to the Depositary by the Expiration Date) that, together with any shares of ECC common stock then owned by Cubic or any wholly owned subsidiary of Cubic (including the Purchaser), represent at least a majority of the Fully Diluted Number of Company Shares. "Fully Diluted Number of Company Shares" is defined in the Merger Agreement as the sum of all shares of ECC capital stock outstanding immediately prior to the Purchaser's acceptance of tenders pursuant to the Offer, plus the aggregate number of shares of ECC capital stock issuable upon the exercise of any then outstanding "in the money" options, warrants or other rights to acquire capital stock of ECC or upon the conversion of any then outstanding security convertible into capital stock of ECC. An option or warrant is considered "in the money" for these purposes if the exercise price of such option or warrant is less than $5.25 per share. The foregoing condition is referred to as the "Minimum Condition" in this Offer to Purchase. The Offer is also subject to other conditions described in Section 13 (Certain Conditions to the Offer) of this Offer to Purchase.

        Each of ECC's directors, executive officers and stockholders with representatives on the board of directors of ECC have entered into Stockholder Tender Agreements with Cubic pursuant to which they have agreed, in their respective capacities as stockholders of ECC, to tender all of their shares of ECC common stock, as well as any additional shares of ECC common stock that they may acquire (pursuant to ECC stock options or otherwise), to the Purchaser in the Offer, and to also cause any person that they or any of their affiliates or associates controls to do so. The parties to the Stockholder Tender Agreements have also agreed to vote all of their shares of ECC common stock, and to also cause any person that they or any of their affiliates or associates controls to vote all of such person's shares of ECC common stock, against any action that would result in a breach of the Merger Agreement, against any competing acquisition proposal, against any proposal to change a majority of the board of directors of ECC, against any action that would cause the conditions to the acceptance of the Offer or completion of the Merger not to be met and against any action intended or reasonably expected to interfere with the Offer or Merger. As of August 20, 2003, the stockholders who executed Stockholder Tender Agreements, and persons that they or their affiliates or associates control, held in the aggregate 2,897,428 shares of ECC common stock, which represented approximately 36.6% of the outstanding shares of ECC common stock as of that date. The Stockholder Tender Agreements terminate upon any termination of the Merger Agreement. See Section 12 (Purpose of the Offer and the Merger; Plans for ECC; The Merger Agreement; The Stockholder Tender Agreements) of this Offer to Purchase.

        Completion of the Merger is also subject to the satisfaction of certain conditions, including (i) the acceptance for payment of, and payment for, shares of ECC common stock by the Purchaser in the Offer and (ii) the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of ECC common stock, if required by applicable law. If the Offer is successfully completed, the Purchaser will have sufficient voting power to adopt the Merger Agreement without the vote of any other holder of ECC common stock. In addition, if the Purchaser owns 90% or more of the outstanding shares of ECC common stock, under applicable law, the Purchaser and Cubic

13

will be able to complete the Merger without adoption of the Merger Agreement by the holders of ECC common stock. In such event, under the terms of the Merger Agreement, Cubic, the Purchaser and ECC have agreed to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a stockholders' meeting. See Section 12 (Purpose of the Offer and the Merger; Plans for ECC; The Merger Agreement; The Stockholder Tender Agreements) of this Offer to Purchase for more information.

        ECC has informed the Purchaser that, as of August 20, 2003, there were: (i) 7,908,022 shares of ECC common stock issued and outstanding; (ii) 508,500 shares of ECC common stock subject to outstanding options, of which 415,500 shares were subject to options with an exercise price per share that is less than the Offer Price; and (iii) no shares of ECC common stock issuable upon the conversion or exercise of outstanding ECC securities (other than the options described above). Based upon the foregoing, the Minimum Condition will be satisfied if 4,161,762 shares of ECC common stock are validly tendered and not withdrawn prior to the Expiration Date. The actual number of shares of ECC common stock that are required to be tendered to satisfy the Minimum Condition will depend upon the actual Fully Diluted Number of Company Shares as determined by Cubic.

        Certain U.S. federal income tax consequences of the sale of the shares of ECC common stock purchased by the Purchaser pursuant to the Offer and the conversion of shares of ECC common stock pursuant to the Merger are described in Section 5 (Certain United States Federal Income Tax Consequences) of this Offer to Purchase.

This Offer to Purchase and the Letter of Transmittal for the Offer contain important information about the Offer and should be read carefully and in their entirety before any decision is made with respect to the Offer.

THE TENDER OFFER

1.     Terms of the Offer

        Upon the terms of and subject to the conditions to the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), the Purchaser will accept for payment and pay for all shares of ECC common stock that are validly tendered on or prior to the Expiration Date and not theretofore withdrawn in accordance with the procedures for withdrawal described in Section 3 (Withdrawal Rights) of this Offer to Purchase. The term "Expiration Date" as used in this Offer to Purchase means 12:00 midnight, New York City time, on September 24, 2003, unless and until the Purchaser extends the period of time during which the Offer is open in accordance with the terms of the Merger Agreement, in which event the term Expiration Date as used in this Offer to Purchase will mean the latest time at which the Offer, as so extended by the Purchaser, will expire.

        Subject to the terms of the Merger Agreement, the Purchaser expressly reserves the right (but is not obligated under the terms of the Merger Agreement or for any other reason) to increase the Offer Price and to waive or make any other changes to the terms and conditions of the Offer, except that, without the prior written consent of ECC: (i) the Minimum Condition may not be amended or waived; and (ii) no change may be made to the Offer that (A) changes the form of consideration to be paid pursuant to the Offer, (B) decreases the Offer Price or the number of shares of ECC common stock sought to be purchased in the Offer, (C) imposes conditions to the Offer in addition to the Minimum Condition and the other conditions provided for in the Merger Agreement (the "Offer Conditions"), or (D) except as otherwise permitted by the Merger Agreement, extends the Expiration Date beyond the initial Expiration Date. Under no circumstances will interest be paid on the Offer Price for tendered shares of ECC common stock, regardless of any extension of or amendment to the Offer or any delay in paying for any shares.

14

        If by 12:00 midnight, New York City time, on September 24, 2003 (or by any other time and date then scheduled as the Expiration Date), any or all of the Offer Conditions have not been satisfied or waived, subject to the terms of the Merger Agreement (including the terms relating to limitations on the Purchaser's ability to extend the Offer) and the applicable rules and regulations of the United States Securities and Exchange Commission, the Purchaser may (i) waive all of the conditions to the Offer that remain unsatisfied (other than the Minimum Condition) and accept for payment and pay for all shares of ECC common stock that have been validly tendered and not withdrawn prior to the Expiration Date, (ii) extend the Offer and, subject to the right of holders of shares of ECC common stock previously tendered to withdraw such tendered shares at any time prior to the Expiration Date, retain all of the shares that have been previously tendered and not withdrawn during the period or periods for which the Offer is extended, (iii) subject to the qualifications described in the immediately preceding paragraph of this Offer to Purchase, amend the Offer or (iv) terminate the Offer in accordance with the Merger Agreement, not accept for payment or pay for any shares of ECC common stock and return all previously tendered shares to the owners of such shares.

        The rights reserved by the Purchaser described in the two preceding paragraphs are in addition to its rights described in Section 13 (Certain Conditions to the Offer) of this Offer to Purchase. Any extension of the Offer, waiver of conditions to the Offer, amendment to the Offer or termination will be followed as promptly as practicable by a public announcement thereof. An announcement in the case of an extension will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date of the Offer. Without limiting the manner in which the Purchaser may choose to make any public announcement, subject to applicable law (including Rules 14d-4(d), 14d-6(c) and 14e-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which require that material changes be promptly disseminated to holders of shares of ECC common stock), the Purchaser will have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a release to the PR Newswire and/or Dow Jones news services. The phrase "business day" as used in this paragraph has the meaning set forth in Rule 14d-1 under the Exchange Act.

        In the event that the Purchaser makes a material change in the terms of the Offer or the information concerning the Offer, or waives a material condition to the Offer, the Purchaser will disseminate additional tender offer materials and extend the Offer to the extent required by Rules 14d-4(d), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which the Offer must remain open following a material change in the terms of the Offer or information concerning the Offer, other than a change in price or a change in the percentage of securities sought, will depend upon the facts and circumstances then existing, including the relative materiality of the changed terms or information. With respect to a change in price or a change in the percentage of securities sought, a minimum period of ten business days is generally required under the applicable rules and regulations of the United States Securities and Exchange Commission to allow for adequate dissemination to stockholders.

        Under Rule 14d-11 of the Exchange Act and subject to the conditions described in the following paragraph of this Offer to Purchase, the Purchaser may elect to provide for a subsequent offering period, immediately following the Expiration Date, of not fewer than three business days nor more than twenty business days in length. If provided, a subsequent offering period would be an additional period of time, following the Expiration Date and the acceptance for payment of, and the payment for, any shares of ECC common stock that are validly tendered in the Offer and not withdrawn prior to the Expiration Date, during which holders of shares of ECC common stock that were not previously tendered in the Offer may tender such shares to the Purchaser in exchange for the Offer Price on the same terms that applied to the Offer. A subsequent offering period is not the same as an extension of the Offer, which will have been previously completed if a subsequent offering period is provided. The Purchaser will accept for payment, and pay for, any shares of ECC common stock that are validly

15

tendered to the Purchaser during a subsequent offering period, if provided, as promptly as practicable after any such shares are validly tendered to the Purchaser during such subsequent offering period, for the same price paid to holders of shares of ECC common stock that were validly tendered in the Offer and not withdrawn prior to the Expiration Date, net to the holders thereof in cash. Holders of shares of ECC common stock that are validly tendered to the Purchaser during a subsequent offering period, if provided, will not have the right to withdraw such tendered shares.

        Under Rule 14d-11 of the Exchange Act, the Purchaser may provide for a subsequent offering period so long as, among other things, (i) the initial twenty business day period of the Offer has expired, (ii) the Purchaser offers the same form and amount of consideration for shares of ECC common stock in the subsequent offering period that was offered in the Offer, (iii) the Purchaser immediately accepts and promptly pays for all shares of ECC common stock that are validly tendered to the Purchaser and not withdrawn prior to the Expiration Date, (iv) the Purchaser announces the results of the Offer, including the approximate number and percentage of shares of ECC common stock that were validly tendered in the Offer, no later than 9:00 a.m., New York City time, on the next business day after the Expiration Date and immediately begins the subsequent offering period and (v) the Purchaser immediately accepts and promptly pays for shares of ECC common stock as they are tendered during the subsequent offering period.

The Purchaser does not currently intend to provide for a subsequent offering period following the expiration of the Offer, although it reserves the right to do so in its sole discretion.

        ECC has provided the Purchaser with a list and security position listings of ECC's stockholders for the purpose of disseminating the Offer to holders of shares of ECC common stock. This Offer to Purchase and the Letter of Transmittal enclosed with this Offer to Purchase and other materials related to the Offer will be mailed to record holders of shares of ECC common stock, and will be furnished to brokers, dealers, banks, trust companies and other nominees whose names, or the names of whose nominees, appear on the list of ECC's stockholders, or, if applicable, who are listed as participants in a clearing agency's security position listing, for subsequent transmittal to beneficial owners of shares of ECC common stock.

2.     Procedures for Tendering Shares of ECC Common Stock in the Offer

Valid Tender

        For a stockholder to validly tender shares of ECC common stock in the Offer:

•

the certificate(s) representing the tendered shares, together with the Letter of Transmittal (or a facsimile copy of it), properly completed and duly executed, together with any required signature guarantees (as described below under the caption "Signature Guarantees") and any other required documents, must be received by the Depositary at one of its addresses listed on the back cover of this Offer to Purchase prior to the Expiration Date;



•

in the case of a tender effected pursuant to the book-entry transfer procedures described below under the caption "Book-Entry Transfer," (i) either the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees (as described below under the caption "Signature Guarantees"), or an Agent's Message (as described below under the caption "Book-Entry Transfer"), and any other required documents, must be received by the Depositary at one of its addresses listed on the back cover of this Offer to Purchase prior to the Expiration Date and (ii) the shares to be tendered must be delivered pursuant to the book-entry transfer procedures described below under the caption "Book-Entry Transfer," and a Book-Entry Confirmation (as described below under the caption "Book-Entry Transfer") must be received by the Depositary prior to the Expiration Date; or

16

•

the tendering stockholder must comply with the guaranteed delivery procedures described below under the caption "Guaranteed Delivery" prior to the Expiration Date.

        The valid tender of shares of ECC common stock in accordance with one of the procedures described above will constitute a binding agreement between the tendering stockholder and the Purchaser upon the terms of and subject to the conditions to the Offer.

        The method of delivery of shares of ECC common stock to be tendered in the Offer, the Letter of Transmittal and all other required documents, including delivery through the Book-Entry Transfer Facility described below, is at the election and risk of the tendering stockholder. Shares of ECC common stock to be tendered in the Offer will be deemed delivered only when actually received by the Depositary (including, in the case of a Book-Entry Transfer, by Book-Entry Confirmation described below). If delivery of shares is made by mail, then delivery by registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

Book-Entry Transfer

        The Depositary will establish an account with respect to the shares of ECC common stock at The Depository Trust Company (the "Book-Entry Transfer Facility") for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant of the Book-Entry Transfer Facility's system may effect a book-entry delivery of shares of ECC common stock in the Offer by causing the Book-Entry Transfer Facility to transfer such shares into the Depositary's account in accordance with the Book-Entry Transfer Facility's procedures for such transfer. The confirmation of a book-entry transfer of shares into the Depositary's account at the Book-Entry Transfer Facility as described above is sometimes referred to in this Offer to Purchase as a "Book-Entry Confirmation." The term "Agent's Message" as used in this Offer to Purchase means a message, transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, which states that (i) the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering the shares of ECC common stock that such participant has received the Letter of Transmittal, (ii) the participant agrees to be bound by the terms of the Letter of Transmittal and (iii) the Purchaser may enforce such agreement against such participant.

        Although delivery of shares of ECC common stock may be effected through book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility, the Letter of Transmittal enclosed with this Offer to Purchase (or a facsimile copy of it), properly completed and duly executed, together with any required signature guarantees (as described below under the caption "Signature Guarantees"), or an Agent's Message (as described above), and any other required documents, must be received by the Depositary at one of its addresses listed on the back cover of this Offer to Purchase prior to the Expiration Date to effect a valid tender of shares by book-entry. Delivery of documents to the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility's procedures does not constitute delivery to the Depositary.

Signature Guarantees

        No signature guarantee is required on the Letter of Transmittal that is being returned with shares of ECC common stock being tendered in the Offer if (i) the Letter of Transmittal is signed by the registered holder(s) of the shares of ECC common stock tendered with such Letter of Transmittal, unless such registered holder(s) has completed either the box labeled Special Payment Instructions or the box labeled Special Delivery Instructions on such Letter of Transmittal or (ii) shares of ECC common stock are tendered for the account of a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agent's Medallion

17

Program or the Stock Exchange Medallion Program or by any other eligible guarantor institution, as such term is defined in Rule 17Ad-15 under the Exchange Act (which are sometimes referred to as "Eligible Institutions" in this Offer to Purchase). For purposes of the foregoing, a registered holder of shares of ECC common stock includes any participant in the Book-Entry Transfer Facility's system whose name appears on a security position listing as the owner of such shares. In all other cases, all signatures on the Letter of Transmittal that is being returned with shares of ECC common stock being tendered in the Offer must be guaranteed by an Eligible Institution. See Instructions 1 and 5 to the Letter of Transmittal enclosed with this Offer to Purchase for more information. If certificates representing shares of ECC common stock being tendered in the Offer are registered in the name of a person other than the signer of the Letter of Transmittal that is being returned with such shares, or if payment is to be made or certificates representing shares of ECC common stock not being tendered or not accepted for payment are to be returned to a person other than the registered holder of the certificates surrendered, the tendered certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered holders or owners appear on such certificates, with the signatures on such certificates or stock powers guaranteed as aforesaid. See Instructions 1 and 5 to the Letter of Transmittal enclosed with this Offer to Purchase for more information.

Guaranteed Delivery

        If a stockholder desires to tender shares of ECC common stock in the Offer and such stockholder's certificates representing such shares are not immediately available, or the book-entry transfer procedures described above under the caption "Book-Entry Transfer" cannot be completed on a timely basis, or time will not permit all required documents to reach the Depositary prior to the Expiration Date, such stockholder may tender such shares of ECC common stock if all the following conditions are met:

•

such tender is made by or through an Eligible Institution (as described above under the caption "Signature Guarantees");



•

a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form enclosed with this Offer to Purchase, is received by the Depositary at one of its addresses listed on the back cover of this Offer to Purchase prior to the Expiration Date; and



•

either (i) the certificates representing tendered shares of ECC common stock being tendered in the Offer, together with the Letter of Transmittal enclosed with this Offer to Purchase (or a facsimile copy of the Letter of Transmittal), properly completed and duly executed, and any required signature guarantees (as described above under the caption "Signature Guarantees"), and any other required documents, are received by the Depositary at one of its addresses listed on the back cover of this Offer to Purchase within three trading days (as described below) after the date of execution of such Notice of Guaranteed Delivery or (ii) in the case of a book-entry transfer effected pursuant to the book-entry transfer procedures described above under the caption "Book-Entry Transfer," (1) either the Letter of Transmittal enclosed with this Offer to Purchase (or a facsimile copy of the Letter of Transmittal), properly completed and duly executed, and any required signature guarantees (as described above under the caption "Signature Guarantees"), or an Agent's Message (as described above under the caption "Book-Entry Transfer"), and any other required documents, is received by the Depositary at one of its addresses listed on the back cover of this Offer to Purchase and (2) such shares are delivered pursuant to the book-entry transfer procedures described above under the caption "Book-Entry Transfer" and a Book-Entry Confirmation (as described above under the caption "Book-Entry Transfer") is received by the Depositary, in each case within three trading days after the date of execution of such Notice of Guaranteed Delivery. For purposes of the foregoing, a trading day is any day on which the American Stock Exchange is open for business.

18

        The Notice of Guaranteed Delivery described above may be delivered by hand or transmitted by telegram, facsimile transmission or mail to the Depositary, and must include a guarantee by an Eligible Institution (as described above under the caption "Signature Guarantees") in the form set forth in such Notice of Guaranteed Delivery. If delivery is by mail, then delivery by registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

        The method of delivery of share certificates, the Letter of Transmittal and all other required documents is at the option and risk of the tendering stockholder, and delivery will be made only when actually received by the Depositary.

Other Requirements

        Notwithstanding any provision hereof, in all cases payment for shares of ECC common stock that are accepted for payment in the Offer will be made only after timely receipt by the Depositary of the following:

•

certificates for such shares, or a timely Book-Entry Confirmation (as described above under the caption "Book-Entry Transfer") with respect to such shares;



•

the Letter of Transmittal enclosed with this Offer to Purchase (or a facsimile copy of the Letter of Transmittal), properly completed and duly executed, with any required signature guarantees (as described above under the caption "Signature Guarantees"), or in the case of a Book-Entry Transfer, an Agent's Message in lieu of the Letter of Transmittal (as described above under the caption "Book-Entry Transfer"); and



•

any other documents required by the Letter of Transmittal.

        Accordingly, tendering stockholders may be paid at different times depending upon when certificates for shares of ECC common stock being tendered in the Offer or Book-Entry Confirmations with respect to shares of ECC common stock being tendered in the Offer are actually received by the Depositary.

Under no circumstances will interest be paid by the Purchaser on the Offer Price payable in respect of shares of ECC common stock being tendered in the Offer, regardless of any extension of the Offer or any delay in making such payment.

Appointment

        By executing and returning the Letter of Transmittal enclosed with this Offer to Purchase (or a facsimile copy of the Letter of Transmittal), or in the case of a book-entry transfer, by delivery of an Agent's Message in lieu of the Letter of Transmittal as described above under the caption "Book-Entry Transfer," a stockholder tendering shares of ECC common stock in the Offer will be irrevocably appointing designees of the Purchaser as such stockholder's attorneys-in-fact and proxies in the manner described in the Letter of Transmittal, each with full power of substitution, to the full extent of such stockholder's rights with respect to the shares of ECC common stock being tendered by such stockholder and accepted for payment by the Purchaser and with respect to any and all other shares of ECC common stock or other securities or rights issued or issuable in respect of such shares on or after the date of this Offer to Purchase. All such proxies will be considered coupled with an interest in the shares of ECC common stock being tendered. Such appointment will be effective when, and only to the extent that, the Purchaser accepts for payment the shares of ECC common stock being tendered by such stockholder as provided in this Offer to Purchase. Upon the effectiveness of such appointment, all prior powers of attorney, proxies and consents given by such stockholder with respect to such shares of ECC common stock or other securities or rights will, without further action, be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given (and, if given, will not be

19

effective). The designees of the Purchaser will thereby be empowered to exercise all voting and other rights with respect to such shares of ECC common stock and other securities or rights in respect of any annual, special or adjourned meeting of ECC's stockholders, actions by written consent in lieu of any such meeting or otherwise, as they in their sole discretion deem proper. The Purchaser reserves the right to require that, in order for shares of ECC common stock to be deemed validly tendered, immediately upon the Purchaser's acceptance for payment of such shares, the Purchaser must be able to exercise full voting, consent and other rights with respect to such shares and other securities or rights, including voting at any meeting of stockholders.

Determination of Validity

        All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any tender of shares of ECC common stock in the Offer will be determined by the Purchaser in its sole discretion, which determination will be final and binding. The Purchaser reserves the absolute right to reject any or all tenders of shares of ECC common stock determined by it not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of the Purchaser, be unlawful. The Purchaser also reserves the absolute right to waive any defect or irregularity in the tender of any shares of ECC common stock of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of shares of ECC common stock in the Offer will be deemed to have been validly made until all defects or irregularities relating thereto have been cured or waived. None of the Purchaser, Cubic, ECC, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto and any other documents related to the Offer) will be final and binding.

Backup Withholding

        In order to avoid backup withholding of United States federal income tax on payments of cash in connection with the Offer, a stockholder whose shares of ECC common stock are accepted for payment in the Offer who is a U.S. citizen or a U.S. resident alien must, unless an exemption applies, provide the Depositary with such stockholder's correct taxpayer identification number on a Substitute Form W-9 and certify under penalty of perjury that such taxpayer identification number is correct and that such stockholder is not subject to backup withholding. If a stockholder does not provide such stockholder's correct taxpayer identification number or fails to provide the certifications described above, the United States Internal Revenue Service may impose a penalty on such stockholder and the payment of cash to such stockholder in connection with the Offer may be subject to backup withholding at a rate of 28%. All stockholders tendering shares of ECC common stock in the Offer should complete and sign the main signature form and the Substitute Form W-9 included as part of the Letter of Transmittal enclosed with this Offer to Purchase to provide the information and certification necessary to avoid backup withholding (unless an applicable exemption exists and is proved in a manner satisfactory to the Purchaser and the Depositary). Certain stockholders (including, among others, all corporations and certain foreign individuals and entities) are not subject to backup withholding. Stockholders who are not U.S. citizens or U.S. resident aliens should complete, sign and return to the Depositary the main signature form and a Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding, copies of which may be obtained by contacting the Depositary, to provide the information and certification necessary to avoid backup withholding. See Instruction 9 to the Letter of Transmittal enclosed with this Offer to Purchase.

20

3.     Withdrawal Rights

        Except as otherwise provided in this Section 3, tenders of shares of ECC common stock in the Offer are irrevocable. Shares of ECC common stock that are tendered in the Offer may be withdrawn pursuant to the procedures described below at any time prior to the Expiration Date and shares that are tendered may also be withdrawn at any time after October 25, 2003 unless accepted for payment on or before that date as provided in this Offer to Purchase. In the event that the Purchaser provides for a subsequent offering period following the successful completion of the Offer, (i) no withdrawal rights will apply to shares tendered during such subsequent offering period and (ii) no withdrawal rights will apply to shares that were previously tendered in the Offer and accepted for payment.

        For a withdrawal of shares of ECC common stock previously tendered in the Offer to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses listed on the back cover of this Offer to Purchase, specifying the name of the person having tendered the shares to be withdrawn, the number of shares to be withdrawn and the name of the registered holder of the shares to be withdrawn, if different from the name of the person who tendered the shares. If certificates for shares have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such certificates, the serial numbers shown on such certificates must be submitted to the Depositary and, unless such shares have been tendered by an Eligible Institution, any and all signatures on the notice of withdrawal must be guaranteed by an Eligible Institution. If shares have been tendered pursuant to the book-entry transfer procedures described in Section 2 of this Offer to Purchase, any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn shares and otherwise comply with the Book-Entry Transfer Facility's procedures.

        All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by the Purchaser in its sole discretion, which determination will be final and binding. None of the Purchaser, Cubic, ECC, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

        Withdrawals of shares of ECC common stock may not be rescinded. Any shares withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn shares may be re-tendered at any time prior to the Expiration Date by following one of the procedures described in Section 2 hereof.

4.     Acceptance for Payment and Payment for Shares of ECC Common Stock

        On the terms of and subject to the conditions to the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), promptly after the Expiration Date, the Purchaser will accept for payment, and will pay for, all shares of ECC common stock validly tendered to the Purchaser in the Offer and not withdrawn prior to the Expiration Date. Subject to the terms of the Merger Agreement, the Purchaser expressly reserves the right, in its sole discretion, to delay acceptance for payment of or the payment for shares of ECC common stock that are tendered in the Offer in order to comply in whole or in part with any applicable law. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act (relating to a bidder's obligation to pay for or return tendered securities promptly after the termination or withdrawal of such bidder's offer).

        In all cases, payment for shares of ECC common stock that are accepted for payment in the Offer will be made only after timely receipt by the Depositary of:

•

the certificates representing such shares, together with the Letter of Transmittal enclosed with this Offer to Purchase (or a facsimile copy of the Letter of Transmittal), properly completed and

21

duly executed, and any required signature guarantees (as described in Section 2 (Procedures for Tendering Shares of ECC Common Stock in the Offer) of this Offer to Purchase under the caption "Signature Guarantees"); or

•

in the case of a transfer effected pursuant to the book-entry transfer procedures as described in Section 2 (Procedures for Tendering Shares of ECC Common Stock in the Offer) of this Offer to Purchase under the caption "Book-Entry Transfer," a Book-Entry Confirmation and either the Letter of Transmittal enclosed with this Offer to Purchase (or a facsimile copy of it), properly completed and duly executed, and any required signature guarantees (as described in Section 2 of this Offer to Purchase under the caption "Signature Guarantees") or an Agent's Message, and any other required documents.

        Accordingly, stockholders tendering shares of ECC common stock in the Offer may be paid at different times depending upon when certificates for shares or Book-Entry Confirmations with respect to shares are actually received by the Depositary.

        The per share consideration paid to any stockholder in the Offer will be the highest per share consideration paid to any other stockholder in the Offer.

        For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, shares of ECC common stock that are validly tendered in the Offer and not withdrawn prior to the Expiration Date as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's acceptance for payment of such shares. On the terms of and subject to the conditions to the Offer, payment for shares of ECC common stock that are accepted for payment in the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as an agent for stockholders tendering shares in the Offer for the purpose of receiving payment from the Purchaser and transmitting payment to such stockholders whose shares of ECC common stock have been accepted for payment in the Offer.

Under no circumstances will interest be paid on the Offer Price for shares of ECC common stock that are tendered in the Offer, regardless of any extension of, or amendment to, the Offer or any delay in paying for such shares.

        If the Purchaser is delayed in its acceptance for payment of, or payment for, shares of ECC common stock that are tendered in the Offer, or is unable to accept for payment, or pay for, shares that are tendered in the Offer for any reason, then, without prejudice to the Purchaser's rights under the Offer (but subject to compliance with Rule 14e-1(c) under the Exchange Act (relating to a bidder's obligation to pay for or return tendered securities promptly after the termination or withdrawal of such bidder's offer) and the terms of the Merger Agreement), the Depositary may, nevertheless, on behalf of the Purchaser, retain shares of ECC common stock that are tendered in the Offer, and such shares may not be withdrawn except to the extent that stockholders tendering such shares are entitled to do so as described in Section 3 (Withdrawal Rights) of this Offer to Purchase.

        If any shares of ECC common stock that are tendered in the Offer are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, the certificates for such shares will be returned (and, if certificates are submitted for more shares than are tendered, new certificates for the shares not tendered will be sent) in each case without expense to the stockholder tendering such shares (or, in the case of shares delivered by book-entry transfer of such shares into the Depositary's account at the Book-Entry Transfer Facility pursuant to the book-entry transfer procedures, such shares will be credited to an account maintained at the Book-Entry Transfer Facility specified by the tendering stockholder in the Letter of Transmittal), as promptly as practicable after the expiration or termination of the Offer. If no such instructions are given with respect to any shares of ECC common stock delivered by book-entry transfer, any such shares not accepted for payment will be returned by

22

crediting the account of the Book-Entry Transfer Facility designated in the Letter of Transmittal as the account from which the shares were delivered.

5.     Certain United States Federal Income Tax Consequences

        The receipt of cash in the Offer or the Merger will be a taxable transaction for United States federal income tax purposes under the Internal Revenue Code of 1986, as amended (which is sometimes referred to as the "IRC" in this Offer to Purchase), and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. Generally, for U.S. federal income tax purposes, a U.S. stockholder whose shares of ECC common stock are accepted for payment in the Offer will recognize gain or loss equal to the difference between the amount of cash received by the stockholder in the Offer or the Merger and the stockholder's aggregate adjusted tax basis in the shares tendered by the stockholder and accepted for payment in the Offer or converted into cash in the Merger, as the case may be. Gain or loss will be calculated separately for each block of shares tendered and accepted for payment in the Offer or converted into cash in the Merger, as the case may be.

        If shares of ECC common stock that are tendered in the Offer are held by a tendering U.S. stockholder as capital assets, gain or loss recognized by such stockholder will be capital gain or loss, which will be long-term capital gain or loss if such stockholder's holding period for such shares exceeds one year. In the case of a tendering non-corporate stockholder, long-term capital gains will be eligible for a maximum United States federal income tax rate of 15%. In addition, there are limits on the deductibility of capital losses.

        A stockholder (other than certain exempt stockholders including, among others, all corporations and certain foreign individuals) that tenders shares of ECC common stock in the Offer may be subject to 28% backup withholding unless such stockholder provides such stockholder's taxpayer identification number and certifies under penalty of perjury that such taxpayer identification number is correct (or properly certifies that it is awaiting a taxpayer identification number) and certifies as to no loss of exemption from backup withholding and otherwise complies with the applicable requirements of the backup withholding rules. A stockholder whose shares of ECC common stock are accepted for payment in the Offer that does not furnish a required taxpayer identification number or which does not otherwise establish a basis for an exemption from backup withholding may be subject to a penalty imposed by the United States Internal Revenue Service ("IRS"). See Section 2 (Procedures for Tendering Shares of ECC Common Stock in the Offer) of this Offer to Purchase under the caption "Backup Withholding." Each stockholder that is tendering shares of ECC common stock in the Offer who is a U.S. citizen or U.S. resident alien should complete and sign the Substitute Form W-9 included as part of the Letter of Transmittal enclosed with this Offer to Purchase to provide the information and certification necessary to avoid backup withholding. Stockholders who are not U.S. citizens or U.S. resident aliens should complete, sign and return to the Depositary a Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding, copies of which may be obtained by contacting the Depositary, in order to avoid backup withholding.

        If backup withholding applies to a stockholder that is tendering shares of ECC common stock in the Offer, the Depositary is required to withhold 28% of any amounts that would otherwise be paid to such stockholder in connection with the Offer. Backup withholding is not an additional tax. Rather, the amount of the backup withholding can be credited against the United States federal income tax liability of the person subject to the backup withholding, provided that the required information is given to the IRS. If backup withholding results in an overpayment of tax, the stockholder subject to such backup withholding can obtain a refund by filing a United States federal income tax return.

        The foregoing description is based on the IRC, regulations issued thereunder, judicial decisions and administrative rulings, all of which are subject to change, possibly with retroactive effect. No opinion of tax counsel has been or will be sought with respect to any aspects of the transactions

23

described above, nor have we sought any ruling from the IRS with respect to the statements made and the conclusions reached in the above summary, and there can be no assurance that the IRS will agree with such statements and conclusions. The foregoing description may not be applicable with respect to shares of ECC common stock that are received pursuant to the exercise of employee stock options or otherwise as compensation or with respect to holders of shares of ECC common stock who are subject to special tax treatment under the IRC—such as non-U.S. persons, insurance companies, dealers or brokers in securities or currencies, tax-exempt organizations and financial institutions—and may not apply to a holder of shares of ECC common stock in light of individual circumstances, such as holding shares of ECC common stock as a hedge or as part of a hedging, straddle, conversion, synthetic security, integrated investment or other risk-reduction transaction.

Stockholders are urged to consult their own tax advisors to determine the particular tax consequences to them (including the application and effect of any state, local or foreign income and other tax laws) of the Offer and the Merger.

6.     Price Range of Shares of ECC Common Stock; Dividends on Shares of ECC Common Stock

        Shares of ECC common stock are listed on the American Stock Exchange under the symbol "ECC," and have been listed on the American Stock Exchange at all times since November 5, 1987.

        The following table sets forth, for each of the periods indicated, the high and low sales prices per share of ECC common stock on the American Stock Exchange.

		High		Low
Fiscal Year Ended June 30, 2002:
	First Quarter	$	3.75	$	3.01
	Second Quarter	$	3.65	$	2.85
	Third Quarter	$	3.10	$	1.90
	Fourth Quarter	$	3.90	$	2.53
Fiscal Year Ended June 30, 2003:
	First Quarter	$	3.30	$	2.30
	Second Quarter	$	4.49	$	2.50
	Third Quarter	$	4.38	$	3.50
	Fourth Quarter	$	4.66	$	3.95
Fiscal Year Ending June 30, 2004:
	First Quarter (through August 25, 2003)	$	5.29	$	4.20

        On August 20, 2003, the last trading day before Cubic and ECC announced that they had entered into the Merger Agreement, the last sale price of shares of ECC common stock reported on the American Stock Exchange was $5.08 per share; therefore, the Offer Price of $5.25 per share represents a premium of 3.3% over such price. On August 25, 2003, the last sale price of shares of ECC common stock reported on the American Stock Exchange was $5.20 per share. Stockholders are urged to obtain current market quotations for shares of ECC common stock before making a decision with respect to the Offer.

        ECC has not declared or paid any cash dividends since its initial public offering. In addition, under the terms of the Merger Agreement, ECC is not permitted to declare or pay dividends in respect of shares of its common stock.

24

7.     Effect of the Offer on the Market for ECC Common Stock; the American Stock Exchange Listing of ECC Common Stock; Exchange Act Registration of ECC Common Stock; Margin Regulations

Effect of the Offer on the Market for ECC Common Stock

        The purchase of shares of ECC common stock in the Offer will reduce the number of holders of shares of ECC common stock and the number of shares of ECC common stock that might otherwise trade publicly and could adversely affect the liquidity and market value of the remaining shares of ECC common stock held by the public.

The American Stock Exchange Listing of ECC Common Stock

        Cubic intends to cause all shares of ECC common stock to be delisted from the American Stock Exchange promptly upon completion of the Merger.

        Even if the Merger is not completed, if shares of ECC common stock are accepted for payment in the Offer, ECC may no longer meet the requirements for continued listing on the American Stock Exchange, depending upon the number of shares accepted for payment in the Offer. According to the American Stock Exchange's published guidelines, the American Stock Exchange would consider disqualifying shares of ECC common stock for listing on the American Stock Exchange if, among other possible grounds, the number of publicly held shares of ECC common stock falls below 200,000 shares, the total number of public stockholders of ECC common stock falls below 200 or the market value of publicly held shares of ECC common stock is less than $1 million for more than 90 consecutive days. Shares of ECC common stock that are held by directors or officers of ECC, or by any beneficial owner of more than 10% of the shares of ECC common stock, are not considered to be publicly held for this purpose. According to ECC, as of August 20, 2003, there were 7,908,022 shares of its common stock outstanding. If, as a result of the purchase of shares of ECC common stock in the Offer or otherwise, the shares of ECC common stock are either no longer eligible for continued listing on the American Stock Exchange or are delisted from the American Stock Exchange altogether, the market for ECC common stock will be adversely affected.

        If the American Stock Exchange were to delist shares of ECC common stock, the market for shares of ECC common stock would be adversely affected. It is possible that such shares would continue to trade on other securities exchanges or in the over-the-counter market and that price quotations would be reported by such exchanges. Under such circumstances, however, the extent of the public market for ECC common stock and the availability of such quotations would depend upon the number of holders of such shares remaining at such time, the level of interest in maintaining a market in such shares on the part of securities firms, the possible termination of registration of such shares under the Exchange Act (as described below) and other factors.

Exchange Act Registration of ECC Common Stock

        ECC common stock is currently registered under the Exchange Act. Such registration may be terminated upon application of ECC to the United States Securities and Exchange Commission if shares of ECC common stock are neither listed on a national securities exchange nor held by 300 or more holders of record. Termination of registration of shares of ECC common stock under the Exchange Act would reduce the information required to be furnished by ECC to its stockholders and to the United States Securities and Exchange Commission and would make certain provisions of the Exchange Act no longer applicable to ECC, such as the short-swing profit recovery provisions of Section 16(b) of the Exchange Act, the requirement of furnishing a proxy or information statement pursuant to sections 14(a) and 14(c) of the Exchange Act in connection with meetings of ECC's stockholders and the related requirement of furnishing an annual report to ECC's stockholders, and the requirements of Rule 13e-3 under the Exchange Act with respect to going private transactions. Furthermore, the ability of affiliates of ECC and persons holding restricted securities of ECC to

25

dispose of such securities pursuant to Rule 144 or 144A promulgated under the Securities Act of 1933, as amended (the "Securities Act"), may be impaired or eliminated if ECC common stock is no longer registered under the Exchange Act. The Purchaser intends to seek to cause ECC to apply for termination of registration of ECC common stock under the Exchange Act as soon after the successful completion of the Offer as the requirements for such termination are met.

Margin Regulations

        Shares of ECC common stock are currently margin securities under the regulations of the Board of Governors of the Federal Reserve System (which is sometimes referred to as the "Federal Reserve Board" in this Offer to Purchase), which has the effect, among other things, of allowing brokers to extend credit on the collateral of shares of ECC common stock. Depending upon factors similar to those described above regarding listing and market quotations, it is possible that, following the Offer, shares of ECC common stock would no longer constitute margin securities for the purposes of the margin regulations of the Federal Reserve Board and therefore could no longer be used as collateral for loans made by brokers.

8.     Certain Information Concerning ECC

General

        ECC is a Delaware corporation with its principal offices located at 2001 West Oak Ridge Road, Orlando, FL 32809. ECC's telephone number at that address is (407) 859-7410. ECC was incorporated in Delaware on April 23, 1969. ECC designs, manufactures and markets computer controlled simulators used primarily for training personnel to perform maintenance and operator procedures on military weapons systems.

Available Information

        ECC is subject to the informational requirements of the Exchange Act and, in accordance therewith, is required to file reports and other information with the United States Securities and Exchange Commission relating to its business, financial condition and other matters. Certain information as of particular dates concerning ECC's directors and executive officers, their remuneration, stock options and other matters, the principal holders of ECC's securities and any material interest of such persons in transactions with ECC is required to be disclosed in ECC's proxy statements distributed to ECC's stockholders and filed with the United States Securities and Exchange Commission. Such reports, proxy statements and other information is available for inspection at the public reference facilities of the United States Securities and Exchange Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such information is obtainable, by mail, upon payment of the Securities and Exchange Commission's customary charges, by writing to the United States Securities and Exchange Commission's principal office at 450 Fifth Street, N.W., Washington, D.C. 20549. The United States Securities and Exchange Commission also maintains a web site on the Internet at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that are filed electronically with the United States Securities and Exchange Commission.

        Except as otherwise stated in this Offer to Purchase, the information concerning ECC contained in this Offer to Purchase has been taken from or based upon publicly available documents on file with the United States Securities and Exchange Commission and other publicly available information. Although the Purchaser and Cubic do not have any knowledge that any such information is untrue, neither the Purchaser nor Cubic takes any responsibility for the accuracy or completeness of such information or for any failure by ECC to disclose events that may have occurred and may affect the significance or accuracy of any such information.

26

9.     Certain Information Concerning the Purchaser and Cubic

        The Purchaser is a Delaware corporation and a wholly owned subsidiary of Cubic. The Purchaser was organized by Cubic to acquire ECC and has not conducted any unrelated activities since its organization. All outstanding shares of capital stock of the Purchaser are owned by Cubic. The principal office of the Purchaser is located at the same address as Cubic's principal office listed below, and its telephone number at that address is the same telephone number as Cubic's telephone number listed below.

        Cubic is a Delaware corporation with its principal office located at 9333 Balboa Avenue, San Diego, California 92123. Cubic's telephone number at that address is (858) 277-6780. Cubic operates in two primary business segments: defense and transportation. Cubic's defense segment provides integrated systems, electronic products and services to the U.S. government and allied nations. Cubic is a leading provider of air and ground combat training systems and services for the U.S. and foreign militaries. Cubic's transportation segment is the world's largest supplier of automated revenue collection systems for public mass transit systems, with systems installed throughout North America, Europe and Asia.

        The name, citizenship, business address, present principal occupation or employment and five-year employment history of each of the directors and executive officers of the Purchaser and Cubic are listed in Schedule I to this Offer to Purchase.

        During the last five years, none of the Purchaser, Cubic or, to the best knowledge of the Purchaser and Cubic, any of the persons listed in Schedule I to this Offer to Purchase (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of such laws.

        Except as described in this Offer to Purchase, none of the Purchaser, Cubic or, to the knowledge of the Purchaser and Cubic, any of the persons listed in Schedule I to this Offer to Purchase, or any associate or majority-owned subsidiary of Cubic, the Purchaser or any of the persons listed in Schedule I to this Offer to Purchase, beneficially owns any equity security of ECC, and none of the Purchaser, Cubic or, to the knowledge of the Purchaser and Cubic, any of the other persons or entities referred to above, or any of the respective directors, executive officers or subsidiaries of any of the foregoing, has effected any transaction in any equity security of ECC during the past 60 days.

        Except as described in this Offer to Purchase, (i) there have not been any contacts, transactions or negotiations between the Purchaser or Cubic, any of their respective subsidiaries or, to the knowledge of the Purchaser and Cubic, any of the persons listed in Schedule I to this Offer to Purchase, on the one hand, and ECC or any of its directors, officers or affiliates, on the other hand, that are required to be disclosed pursuant to the rules and regulations of the United States Securities and Exchange Commission and (ii) none of the Purchaser, Cubic or, to the knowledge of the Purchaser and Cubic, any of the persons listed on Schedule I to this Offer to Purchase, has any contract, arrangement, understanding or relationship with any person with respect to any securities of ECC.

10.   Source and Amount of Funds

        The Offer is not conditioned on any financing contingencies.

        The total amount of funds required by the Purchaser to pay for all outstanding shares of ECC common stock pursuant to the Offer, to pay for all outstanding ECC common stock options, which in the Merger will be converted into the right to receive cash in an amount, if any, equal to the amount by which the Offer Price of $5.25 per share exceeds the exercise prices for the outstanding ECC

27

common stock options, and to pay for all the fees and expenses related to the Offer and the Merger for which the Purchaser or Cubic is responsible, is estimated to be approximately $44 million.

        The Purchaser plans to obtain all funds needed for the Offer and the Merger through capital contributions or loans that will be made by Cubic, either directly or through one or more wholly owned subsidiaries of Cubic, to the Purchaser. Cubic expects to use its cash on hand and cash equivalents to make this contribution.

        The Purchaser believes that the financial condition of Cubic and its affiliates is not material to a decision by a holder of shares of ECC common stock whether to tender such shares in the Offer because (i) cash is the only consideration that will be paid to the holders of ECC common stock in connection with the Offer and the Merger, (ii) the Purchaser is offering to purchase all of the outstanding shares of ECC common stock in the Offer, (iii) the Offer is not subject to any financing contingencies and (iv) Cubic has sufficient cash on hand and cash equivalents to provide the Purchaser with the amount of cash consideration payable to holders of ECC common stock and ECC common stock options in the Offer and the Merger.

11.   Background of the Offer

        On February 19, 2001, ECC engaged Imperial Capital to assist ECC in evaluating strategic alternatives for maximizing the stockholder value of ECC, including the potential sale of ECC. With the assistance of management, Imperial Capital prepared an executive summary describing the operations of ECC and distributed this executive summary to over 580 potential financial and strategic buyers (87 strategic and over 500 financial). Based on the executive summary, more than 45 parties expressed an interest in receiving further information and signed confidentiality agreements in order to receive such information.

        On March 27, 2001, Mr. John H. McNamara Jr., Managing Director of Imperial Capital, contacted Mr. John D. Thomas, Vice President Finance and Treasurer of Cubic, inquiring as to Cubic's interest in a possible transaction with ECC. On April 24, 2001, the parties signed a one-year confidentiality agreement. In June 2001, Imperial Capital distributed a Confidential Information Memorandum to those parties, including Cubic, who signed confidentiality agreements describing ECC's business, receiving interest from only two potential buyers. Based on preliminary indications of interest and discussions, ECC determined the valuations to be inadequate.

        Imperial Capital thereafter continued to engage in discussions with potential interested parties. In March 2002, with the assistance of management, Imperial Capital prepared a revised Confidential Information Memorandum. Imperial Capital distributed the revised Confidential Information Memorandum to 20 parties, including Cubic, a majority of which had been contacted in the initial marketing process.

        Management of ECC and Imperial Capital had discussions with several interested buyers over the next eight months, ultimately receiving written indications of interest from a number of strategic buyers, including the discussions with Cubic as described below. After reviewing the preliminary indications of interest, ECC's board of directors recommended to proceed simultaneously with all of the bidders. All of the bidders had access to diligence materials and had management meetings. Cubic's contacts and negotiations with ECC between June 2002 and the commencement of the Offer are described in greater detail below.

        In June 2002, Mr. McNamara contacted Mr. Thomas to determine whether Cubic had a continuing interest in a potential transaction with ECC. On June 7, 2002, the parties signed a second one-year confidentiality agreement.

        In July 2002, Cubic sent questions back to ECC regarding the revised Confidential Information Memorandum, publicly filed financial reports, and recent ECC press releases. Cubic and ECC were in

28

discussions regarding arranging a meeting to review Cubic's questions when ECC's Chief Executive Officer, Mr. James Garrett, left ECC. Mr. Garrett was replaced by Mr. James R. Henderson in July 2002. Mr. Henderson requested the meeting between Cubic and ECC to review Cubic's questions be postponed while he became more familiar with ECC's day-to-day activities.

        On December 6, 2002, Mr. McNamara sent Mr. Thomas a Confidential Management Presentation.

        On December 12, 2002, Mr. Thomas sent Mr. McNamara questions regarding the Confidential Management Presentation. Mr. Thomas and Mr. McNamara thereafter had several conversations wherein they discussed arranging a conference call between the senior management of ECC and Cubic.

        On January 13, 2003, Mr. Thomas contacted Mr. McNamara to indicate that Cubic was preliminarily interested in pursuing an acquisition of ECC.

        On January 16, 2003, representatives from Cubic and ECC participated in a conference call. Representatives participating for Cubic included Mr. Thomas, Mr. William W. Boyle, Vice President, Chief Financial Officer and Director of Cubic, Mr. Gerald R. Dinkel, Vice President of Cubic, and several senior executives from Mr. Dinkel's staff. Present from ECC were Mr. Henderson, Ms. Melissa Van Valkenburgh, ECC's Chief Financial Officer, Ms. Terry Kohl, ECC's Vice President of Business Development, Mr. Steve Bowling, ECC's Business Director, Aviation Systems, and Mr. McNamara of Imperial Capital. The parties reviewed the Confidential Management Presentation, discussed Cubic's questions submitted on December 12, 2002, and talked about the prospects, customers, and the nature of ECC's business.

        On February 19, 2003, Mr. Thomas and a number of Cubic personnel met at the offices of Imperial Capital to review due diligence materials related to ECC. On February 21, 2003, Ms. Van Valkenburgh sent Mr. Thomas additional due diligence material that Cubic requested after the meeting at the offices of Imperial Capital.

        On April 1, 2003, Mr. Dinkel sent Mr. Robert L. Collins, who replaced Mr. Henderson as the Chief Executive Officer of ECC, a letter indicating that Cubic had a preliminary interest in acquiring 100% of ECC subject to a proposed set of terms.

        On April 22 and 23, 2003, Mr. Thomas and several Cubic employees met with Mr. McNamara and Mr. Collins, Ms. Kohl, Mr. Bowling, and Ms. Van Valkenburgh at ECC's offices in Orlando, Florida. In these meetings, the parties reviewed ECC's operations, financial reports and additional due diligence materials.

        On May 14, 2003, Mr. Thomas, Mr. Dinkel, and Mr. Boyle and other Cubic employees met at Cubic's offices in San Diego, California, with Mr. Henderson, Ms. Kohl, and Mr. Collins of ECC and Mr. McNamara of Imperial Capital. The parties discussed an update to the previously-provided Confidential Management Presentation and discussed potential business opportunities for ECC's technology.

        On June 24, 2003, the parties entered into a third one-year confidentiality agreement.

        On June 26, 2003, Mr. Dinkel, on behalf of Cubic, sent to Mr. Collins, on behalf of ECC, a non-binding letter with an attached term sheet indicating Cubic's interest, subject to due diligence and the negotiation of definitive documentation, in acquiring ECC by means of an all cash tender offer by a wholly owned subsidiary of Cubic for all of the issued and outstanding shares of ECC at price of $5.25 per share, which represented a premium of approximately 22% over the then trading price of ECC common stock. The cash tender offer would be followed by a merger of the subsidiary into ECC, with ECC surviving the merger and becoming a wholly owned subsidiary of Cubic.

        Following delivery of the June 26, 2003 letter, ongoing discussions regarding a potential business combination continued. In July 2003, several of Cubic's officers briefed Cubic's board of directors

29

regarding the proposed ECC acquisition and the status of the negotiations. In July 2003, ECC's board recommended entering into the June 26, 2003 letter with Cubic and, on July 7, 2003, Mr. Collins signed the June 26, 2003 letter, which outlined, among other things, the per share consideration and the terms of the proposed transaction and granted Cubic, on a binding basis, the exclusive right to negotiate an acquisition of ECC until August 1, 2003. Also on July 7, 2003, Cubic sent an additional due diligence request to ECC.

        From July 14, 2003 through August 1, 2003, Cubic conducted extensive additional due diligence investigations, including visits to ECC's facilities in Florida.

        On July 25, 2003, Cubic forwarded to ECC a proposed form of Merger Agreement, and on August 1, 2003, ECC provided Cubic with its initial comments to the proposed agreement.

        From August 1, 2003 through August 18, 2003, members of the management of both companies, along with their legal advisors and, for ECC, Imperial Capital, extensively negotiated the terms of the proposed acquisition and the definitive documentation. The principal issues discussed among the parties during these negotiations included the nature and extent of the parties' representations and warranties, the conditions to the Offer, the termination events under the definitive agreements and the liability of the parties in such circumstances, the amount of the termination fee payable by ECC and the bases upon which it would be payable, various matters related to directors' and officers' liability insurance for ECC's former directors and officers and various matters related to employee benefits.

        On August 13, 2003, ECC's board met and was apprised of the status of the negotiations with Cubic, including the provisions of the Merger Agreement. Also present at this ECC board meeting were representatives of Imperial Capital and ECC's outside legal counsel. Based on the reported progress of the negotiations with Cubic, ECC's board agreed to extend the exclusivity agreement with Cubic until August 20, 2003.

        On August 18, 2003, the Cubic board of directors met and was updated on the status of the negotiations. At this meeting, the Cubic board of directors authorized the acquisition of ECC, the Merger Agreement and the Stockholder Tender Agreements. On August 19, 2003, the ECC board of directors met with its legal and financial advisors and was updated on the status of the negotiations and the Merger Agreement, including a detailed discussion of certain of its terms. At this meeting, Imperial Capital advised the ECC board of directors that, as of August 19, 2003, the consideration offered by the Purchaser in the Offer was fair, from a financial point of view, to the stockholders of ECC, and delivered its written fairness opinion to that effect. The ECC board of directors met again on August 20, 2003. Also present at this meeting were representatives from Imperial Capital and ECC's legal counsel. At this meeting, Imperial Capital confirmed its opinion to ECC's board that the consideration offered by the Purchaser in the Offer was fair, from a financial point of view, to the stockholders of ECC. After discussion among the participants in the meeting to address questions from ECC's board of directors, ECC's board of directors unanimously authorized the acquisition of ECC, the Merger Agreement and the Stockholder Tender Agreements.

        During August 18, 2003 to August 20, 2003, the representatives of both Cubic and ECC concluded negotiations of mutually acceptable definitive documentation.

        On the afternoon of August 20, 2003, Cubic, the Purchaser and ECC executed the Merger Agreement and each of ECC's directors, executive officers and stockholders with representatives on the board of directors of ECC entered into the Stockholder Tender Agreements in favor of Cubic. The transaction was announced by the issuance of a joint press release by Cubic and ECC before the opening of trading on August 21, 2003.

        On August 27, 2003, the Purchaser commenced the Offer.

30

12.   Purpose of the Offer and the Merger; Plans for ECC; The Merger Agreement; The Stockholder Tender Agreements

Purpose of the Offer and the Merger

        The purpose of the Offer and Merger is to enable Cubic to acquire the entire equity interest in, and thus control of, ECC. The Offer, as the first step in the acquisition of ECC, is intended to facilitate the acquisition of all of the outstanding shares of ECC common stock or, if fewer than all of the outstanding shares of ECC common stock are tendered in the Offer and not withdrawn prior to the Expiration Date, such lesser number of shares of ECC common stock, subject to the conditions to the Offer described in Section 13 (Certain Conditions to the Offer) of this Offer to Purchase. The purpose of the Merger is for Cubic to acquire any and all outstanding shares of ECC common stock that are not tendered in the Offer and accepted for payment by the Purchaser in the Offer.

Plans for ECC

        If the Minimum Condition and the other conditions to the Offer described in Section 13 (Certain Conditions to the Offer) of this Offer to Purchase have been satisfied and the Purchaser purchases the shares of ECC common stock that are tendered in the Offer, Cubic intends and will have the right to designate representatives to ECC's board of directors who will constitute at least a majority of the board of directors and therefore control ECC. Following successful completion of the Offer and the Merger, Cubic intends to integrate ECC's operations with those of Cubic under the direction of Cubic management. Cubic also intends to cause all shares of ECC common stock to be delisted from the American Stock Exchange promptly upon completion of the Merger, and to cause ECC to apply for termination of registration of ECC common stock under the Exchange Act as soon after the successful completion of the Offer as the requirements for such termination are met.

        Cubic is a recognized leader in providing live and constructive combat training systems, technologies and services to the militaries of the United States and its allies. ECC is a recognized leader in providing virtual simulation training solutions to the militaries of the United States and its allies. Cubic believes that combining the two companies will create an excellent platform for future growth in the emerging integrated live, virtual and constructive military training market. Cubic intends to continue to review ECC and its assets, corporate structure, capitalization, operations, properties, policies, management and personnel and, subject to the terms of the Merger Agreement, to consider whether any changes would be desirable in light of the circumstances then existing, and reserves the right to take such actions or effect such changes as it deems desirable.

The Merger Agreement

        The following is a summary of the Merger Agreement. The following summary does not purport to be a complete description of the terms and conditions of the Merger Agreement and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as an exhibit to the Tender Offer Statement on Schedule TO that has been filed with the United States Securities and Exchange Commission by the Purchaser and Cubic in connection with the Offer, and is incorporated in this Offer to Purchase by reference. The Merger Agreement may be examined, and copies obtained, by following the procedures described in Section 8 (Certain Information Concerning ECC) of this Offer to Purchase relating to examining and obtaining copies of documents filed with the United States Securities and Exchange Commission.

The Offer

        The Merger Agreement provides for the commencement of the Offer by the Purchaser. The Purchaser's obligation to accept for payment shares of ECC common stock that are tendered in the Offer is subject to the satisfaction or waiver, if permitted under the Merger Agreement, of each of the

31

conditions to the Offer that are described in Section 13 (Certain Conditions to the Offer) of this Offer to Purchase. Without ECC's prior written consent: (i) the Minimum Condition may not be amended or waived; and (ii) no change may be made to the Offer that (A) changes the form of consideration to be paid pursuant to the Offer, (B) decreases the Offer Price or the number of shares of ECC common stock sought to be purchased in the Offer, (C) imposes conditions to the Offer in addition to the Offer Conditions, or (D) except as otherwise permitted by the Merger Agreement, extends the Expiration Date beyond the initial Expiration Date.

        The Offer is initially scheduled to expire on September 24, 2003, which is 20 business days following the date of the commencement of the Offer. If, on any date as of which the Offer is scheduled to expire, any Offer Condition has not been satisfied or waived, the Purchaser may, in its discretion, extend the Offer from time to time for such period of time as the Purchaser reasonably believes to be necessary to permit such Offer Condition to be satisfied, provided that the Purchaser cannot extend the Offer to any date occurring after November 21, 2003, which is the date 60 business days following the date of the commencement of the Offer, without the written consent of ECC. In addition, notwithstanding anything to the contrary contained in the Merger Agreement, (i) the Purchaser may, in its discretion, extend the Offer from time to time for any period of time required by any rule or regulation of the United States Securities and Exchange Commission applicable to the Offer; (ii) if, on any date as of which the Offer is scheduled to expire, the Minimum Condition has been satisfied but the sum of the number of shares of ECC common stock that have been validly tendered pursuant to the Offer (and not withdrawn) is less than 90% of the Fully Diluted Number of Company Shares, then the Purchaser may, in its discretion, extend the offer for an additional period of not more than 20 business days, provided that the Purchaser cannot extend the Offer to any date occurring after November 21, 2003, which is the date 60 business days following the date of the commencement of the Offer, without the written consent of ECC; and (iii) the Purchaser may, in its discretion, elect to provide for a subsequent offering period (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act. However, the Purchaser is not required to extend the Offer beyond September 24, 2003.

Appointment of Directors after Acceptance for Payment of Shares Tendered in the Offer

        The Merger Agreement provides that, effective upon the acceptance of and payment for at least a majority of the outstanding shares of ECC common stock pursuant to the Offer (the "Offer Acceptance Time"), Cubic will be entitled to designate to serve on ECC's board of directors (the "Post-Acceptance Board") a majority of the total number of directors on ECC's board of directors (giving effect to the election of any additional directors pursuant to these provisions).

        Pursuant to the Merger Agreement, ECC shall take all actions (including, to the extent necessary, seeking and accepting resignations of incumbent directors and increasing the number of authorized directors) necessary to cause Cubic's designees to be elected or appointed to ECC's board of directors. Furthermore, pursuant to the terms of the Merger Agreement, ECC must (to the extent requested by Cubic) cause individuals designated by Cubic to constitute the same percentage of (i) each committee of ECC's board of directors and (ii) the board of directors of each subsidiary of ECC (and each committee thereof) as the number of directors designated by Cubic represents on ECC's board of directors. The Merger Agreement requires that Cubic, ECC and the Purchaser use their respective reasonable efforts to ensure that, at all times until the completion of the Merger, at least one of the members of ECC's board of directors is an individual who was a director of ECC on the date of the Merger Agreement (the "Continuing Directors").

        After the election or appointment of the directors designated by Cubic to ECC's board of directors and prior to the completion of the Merger, under the terms of the Merger Agreement, the approval of a majority of the Continuing Directors will be required to authorize any of the following actions of ECC: (i) any termination of the Merger Agreement by ECC; (ii) any amendment to the Merger

32

Agreement requiring the approval of the ECC board of directors; (iii) any extension of the time for the performance of any of the obligations or other acts of Cubic or the Purchaser under the Merger Agreement; (iv) any waiver of compliance with any of the agreements or conditions contained in the Merger Agreement for the benefit of ECC; (v) any consent or action by ECC's board of directors with respect to the Merger Agreement or the Merger; or (vi) any other action of ECC that adversely affects the holders of ECC shares (other than Purchaser or Cubic).

The Merger

        The Merger Agreement provides that, following the satisfaction or waiver of the conditions to the Merger described below under the caption "Conditions to the Merger," the Purchaser will be merged with and into ECC in accordance with the applicable provisions of Delaware law, and ECC will continue as the surviving corporation in the Merger and the separate corporate existence of the Purchaser will cease.

Certificate of Incorporation and Bylaws of the Surviving Corporation

        The Merger Agreement provides that upon the completion of the Merger, the certificate of incorporation of the surviving corporation will be amended and restated, and the bylaws of the surviving corporation will be amended and restated to conform to the bylaws of the Purchaser as in effect immediately prior to the completion of the Merger.

Directors and Officers of the Surviving Corporation

        Under the terms of the Merger Agreement, upon the completion of the Merger, the directors and officers of the surviving corporation will be the respective individuals who are directors and officers of the Purchaser immediately prior to the completion of the Merger.

Conversion of Shares of ECC Common Stock

        Pursuant to the Merger Agreement, each share of ECC common stock that is issued and outstanding immediately prior to the completion of the Merger (other than shares owned by Cubic, the Purchaser or ECC, or by a wholly owned subsidiary of Cubic or ECC, or by any stockholder of ECC who is entitled to and properly exercises appraisal rights under Delaware law) will be converted into the right to receive $5.25 (the price per share paid in the Offer) in cash, without interest thereon.

Appraisal Rights

        If the Merger is effectuated, shares of ECC common stock outstanding immediately prior to the completion of the Merger and held by a holder who is entitled to demand and properly demands appraisal for such shares of ECC common stock in accordance with the DGCL (the "Dissenting Shares") shall not be converted into the right to receive $5.25 per share (the price per share paid in the Offer), unless such holder fails to perfect or withdraws or otherwise loses his or her right to appraisal. Instead, these stockholders will only be entitled to receive payment of the fair value of their shares of ECC common stock in accordance with Section 262 of the DGCL. If such holder fails to perfect or withdraws or loses such holder's right to appraisal, each such share of ECC common stock shall be treated as if it had been converted as of the completion of the Merger into a right to receive $5.25 per share (the price per share paid in the Offer) without any interest thereon. A stockholder may withdraw his demand for appraisal by delivering to ECC a written withdrawal of his demand for appraisal. The foregoing summary of Section 262 does not purport to be complete and is qualified in its entirety by reference to Section 262. Failure to follow the steps that Section 262 requires for perfecting appraisal rights may result in the loss of those rights.

33

Treatment of ECC Options and Employee Stock Purchase Plan

        The Merger Agreement provides that, prior to the Offer Acceptance Time, ECC shall take all action that may be necessary to accelerate (including, if appropriate, amending the terms of the plans under which such options may be outstanding) the vesting and exercisability of each unexpired and unexercised option to purchase ECC common stock. Effective as of the completion of the Merger, each option to purchase ECC common stock (and each plan, if any, under which any such option may be granted) shall be terminated and each holder of an option to purchase ECC common stock shall be paid, in full satisfaction of such option, a cash payment in an amount in respect thereof equal to the product of: (i) the excess, if any, of $5.25 over the exercise price of such option and (ii) the number of shares of ECC common stock subject to such option, less any income or employment or other tax withholding required under any provision of applicable law.

        Prior to the Offer Acceptance Time, ECC shall take all actions necessary or required (including, if appropriate, amending the terms of ECC's 2002 Employee Stock Purchase Plan (the "ESPP")), to ensure that, except for the six month offering period under the ESPP that commenced on July 1, 2003, no additional offering shall be authorized or commenced. The rights of participants in the ESPP with respect to any offering period then underway under the ESPP shall be determined by treating the last business day prior to the date of the completion of the Merger as the last day of such offering period and by making such other pro-rata adjustments as may be necessary to reflect the shortened offering period but otherwise treating such shortened offering period as a fully effective and completed offering period for all purposes under the ESPP.

Representations and Warranties

        ECC made representations and warranties to the Purchaser and Cubic in the Merger Agreement, effective as of the date of the Merger Agreement, including representations relating to:

•

its subsidiaries and due organization;



•

its certificate of incorporation and bylaws;



•

its capitalization;



•

its filings with the United States Securities and Exchange Commission and financial statements;



•

the absence of certain changes during the period from March 31, 2003 through the date of the Merger Agreement;



•

title to its assets;



•

its receivables, customers and inventories;



•

its real property, equipment and leaseholds;



•

its intellectual property;



•

its contracts, including its contracts with government entities;



•

its sale of products and performance of services;



•

its liabilities;



•

its compliance with applicable legal requirements;



•

certain of its business practices;



•

governmental authorizations and regulatory matters;



•

tax matters;

34

•

employee and labor matters, and its benefit plans;



•

environmental matters;



•

its insurance policies;



•

transactions with affiliates;



•

legal proceedings and orders;



•

its authority to enter into, and the enforceability of, the Merger Agreement, the approval of ECC's board of directors of the Stockholder Tender Agreements and the inapplicability of anti-takeover statutes to the Offer and the Merger;



•

the inapplicability of Section 203 of the DGCL to the Offer and the Merger;



•

the absence of discussions and negotiations among ECC, its representatives and third parties (other than Cubic) relating to any acquisition proposal for ECC;



•

the stockholder vote required to effect the Merger and the intention of each of ECC's directors, executive officers and stockholders with representatives on the board of directors of ECC to tender all of their shares of ECC common stock pursuant to the Offer;



•

noncontravention of constitutive documents, laws and agreements, and absence of needed consents, in connection with the Offer and the Merger;



•

the fairness opinion received by ECC's board of directors;



•

the financial advisory and related fees payable by ECC in connection with the Offer and the Merger;



•

the accuracy and completeness in all material respects of the representations, warranties and other information contained in the Merger Agreement; and



•

the accuracy and completeness in all material respects of the information supplied by ECC for inclusion in this Offer to Purchase and ECC's Solicitation/Recommendation Statement on Schedule 14D-9 and any proxy statement relating to the Merger.

        The Purchaser and Cubic made representations and warranties to ECC in the Merger Agreement, including representations relating to:

•

their due organization;



•

their authority to enter into, and the enforceability of, the Merger Agreement;



•

noncontravention of constitutive documents, laws and agreements, and absence of needed consents, in connection with the Offer and the Merger;



•

the accuracy and completeness in all material respects of the information supplied by them for inclusion in this Offer to Purchase and ECC's Solicitation/Recommendation Statement on Schedule 14D-9 and any proxy statement relating to the Merger; and



•

the sufficiency of the funds held by them to complete the transactions contemplated by the Merger Agreement.

35

Interim Conduct of Business

        The Merger Agreement provides that, during the period from the date of the Merger Agreement through the date on which Cubic's designees constitute both a majority of the members of ECC's board of directors and all of ECC's executive officers (the "Pre-Closing Period"), ECC shall:

•

conduct its business and operations, and those of its subsidiaries, (A) in the ordinary course and in substantially the same manner as previously conducted and (B) in material compliance with all applicable legal requirements and the requirements of all of its material contracts;



•

use its reasonable efforts to ensure that it (and each of its subsidiaries) preserves intact its current business organization, keeps available the services of its current officers and employees and maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other persons with which it has a business relationship;



•

use its reasonable efforts to keep in full force all insurance policies;



•

cause to be provided all notices, assurances and support required by any of its contracts relating to any proprietary asset in order to ensure that no condition under such contract occurs that could result in, or could increase the likelihood of, (A) any transfer or disclosure of any ECC source code, or (B) a release from any escrow of any of ECC's source code that has been deposited or is required to be deposited in escrow under the terms of such contract;



•

promptly notify Cubic of (A) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with any of the transactions contemplated by the Merger Agreement, and (B) any legal proceeding commenced, or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting ECC or its subsidiaries that relates to the consummation of the transactions contemplated by the Merger Agreement; and



•

to the extent requested by Cubic, cause its officers and the officers of its subsidiaries to report regularly to Cubic concerning the status of ECC's business.

        The Merger Agreement further provides that, during the Pre-Closing Period, without the prior written consent of Cubic, ECC shall not, and shall not permit any subsidiary to:

•

declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock, or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities;



•

sell, issue, grant or authorize the issuance or grant of (A) any capital stock or other security, (B) any option, call, warrant or right to acquire any capital stock or other security, or (C) any instrument convertible into or exchangeable for any capital stock or other security (except in connection with valid exercises of options for ECC common stock outstanding on the date of the Merger Agreement and pursuant to the ESPP);



•

except as described under the caption "Treatment of ECC Options and Employee Stock Purchase Plan" above, amend or waive any of its rights under, or accelerate the vesting under, any provision of ECC's stock option plans or any provision of any agreement evidencing any outstanding option or any restricted stock purchase agreement, or otherwise modify any of the terms of any outstanding option, warrant or other security or any related contract;



•

amend or permit the adoption of any amendment to its certificate of incorporation or bylaws or other charter or organizational documents, or effect or become a party to any merger, consolidation, share exchange, business combination, amalgamation, recapitalization, reclassification of shares, stock split, reverse stock split, division or subdivision of shares, consolidation of shares or similar transaction;

36

•

form any subsidiary or acquire any equity interest or other interest in any other entity;



•

make any capital expenditure (except that ECC and its subsidiaries may make capital expenditures that, when added to all other capital expenditures made on behalf of ECC or its subsidiaries during the Pre-Closing Period, do not exceed $100,000 in the aggregate);



•

enter into or become bound by, or permit any of the assets owned or used by it to become bound by, any material contract, or amend or terminate, or waive or exercise any material right or remedy under, any material contract;



•

acquire, lease or license any right or other asset from any other person or sell or otherwise dispose of, or lease or license, any right or other asset to any other person (except for immaterial assets disposed of by ECC in the ordinary course of business and consistent with past practice), or waive or relinquish any material right;



•

lend money to any person, or incur or guarantee any indebtedness;



•

establish, adopt or amend any employee benefit plan, pay any bonus or make any profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees (except in certain limited circumstances disclosed to Cubic prior to the date of the Merger Agreement);



•

hire any employee at a level of supervisor or above or with an annual base salary in excess of $75,000 or enter into an employment relationship with anyone that is other than "at-will," or promote any employee except in order to fill a position vacated after the date of the Merger Agreement;



•

change any of its pricing policies, product return policies, service policies, product maintenance policies, product modification or upgrade policies, personnel policies or other business policies, or any of its methods of accounting or accounting practices in any respect;



•

make any tax election;



•

commence or settle any legal proceeding;



•

enter into any material transaction or take any other material action outside the ordinary course of business substantially inconsistent with past practices; or



•

agree or commit to take any of the actions described above.

Non-Solicitation and Related Provisions

        The Merger Agreement requires that ECC immediately cease and cause to be terminated any existing discussions with any person that relate to or could lead to any offer, proposal, inquiry or indication of interest (other than from Cubic) contemplating a transaction or series of transactions involving any of the following:

•

any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, recapitalization, tender offer, exchange offer or other similar transaction in which ECC or its subsidiaries is a constituent corporation and in which a person or "group" (as defined in the Exchange Act and the rules thereunder) of persons directly or indirectly acquires beneficial or record ownership of securities representing more than 10% of the outstanding securities of any class of voting securities of ECC or of any of its subsidiaries or any surviving entity;



•

any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, recapitalization, tender offer, exchange offer or other similar

37

transaction in which ECC or its subsidiaries issues securities representing more than 10% of the outstanding securities of any class of voting securities of ECC or of any of its subsidiaries;

•

any sale, lease, exchange, transfer, license, acquisition or disposition of any business or businesses or assets that constitute or account for 10% or more of the consolidated net revenues, net income or assets of ECC and its subsidiaries; or



•

any liquidation or dissolution of ECC or any of its subsidiaries.

        Each of the transactions referred to above is referred to as an "Acquisition Transaction," and any offer or proposal (other than from Cubic) contemplating any Acquisition Transaction, is referred to as an "Acquisition Proposal." The Merger Agreement further provides that ECC shall not directly or indirectly, and shall not authorize or permit any of its subsidiaries or any of the officers, directors, employees, attorneys, accountants, advisors or representatives (collectively "Representatives") of ECC or of any of its subsidiaries directly or indirectly to:

•

solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal;



•

furnish any information regarding ECC or its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could lead to an Acquisition Proposal;



•

engage in discussions or negotiations with any person with respect to any Acquisition Proposal or any inquiry or indication of interest that could lead to an Acquisition Proposal;



•

approve, endorse or recommend any Acquisition Proposal; or



•

enter into any letter of intent or similar document or any contract contemplating or otherwise relating to any Acquisition Transaction.

        However, prior to the Offer Acceptance Time, ECC is not prohibited by the non-solicitation and related provisions described above from furnishing non-public information regarding ECC and its subsidiaries to, or entering into discussions with, any person in response to a Superior Offer (as defined below) that is submitted to ECC by such person (and not withdrawn) if (1) neither ECC nor any of its or any of its subsidiaries' Representatives has breached or taken any action inconsistent with any of the provisions described above, (2) the board of directors of ECC concludes in good faith, after having taken into account the advice of its outside legal counsel, that such action is required in order for ECC's board of directors to comply with its fiduciary obligations to ECC's stockholders under applicable law, (3) at least two business days prior to furnishing any such non-public information to, or entering into discussions with, such person, ECC gives Cubic written notice of the identity of such person and of ECC's intention to furnish non-public information to, or enter into discussions with, such person, and ECC receives from such person an executed confidentiality agreement containing limitations on the use and disclosure of all non-public information furnished by ECC to such person and containing customary "standstill" provisions, and (4) at least two business days prior to furnishing any such non-public information to such person, ECC furnishes such non-public information to Cubic (to the extent such information has not been previously furnished by ECC to Cubic). ECC and its board of directors are also not prohibited by the non-solicitation and related provisions described above from taking and disclosing to ECC's stockholders a position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act.

        For purposes of the Merger Agreement, "Superior Offer" means an unsolicited, bona fide written offer made by a third party to purchase all the outstanding shares of ECC common stock or all or substantially all of the assets of ECC on terms that the board of directors of ECC determines, in its reasonable judgment based upon the written opinion of an independent financial advisor of nationally

38

recognized reputation, to be more favorable to ECC's stockholders than the terms of the Offer and the Merger. However, any such offer will not be deemed to be a "Superior Offer" if any financing required to complete the transaction contemplated by such offer is not committed and is not reasonably capable of being obtained by such third party. The Merger Agreement provides that any action by any Representative of ECC or of any of its subsidiaries inconsistent with the provisions described above will be deemed to be a breach of those provisions of the Merger Agreement, whether or not such Representative is purporting to act on behalf of ECC or any of its subsidiaries.

        The Merger Agreement also requires that ECC promptly (and in no event later than 24 hours after receipt of any Acquisition Proposal, any inquiry or indication of interest that could lead to an Acquisition Proposal or any request for nonpublic information) advise Cubic orally and in writing of any Acquisition Proposal, any inquiry or indication of interest that could lead to an Acquisition Proposal or any request for nonpublic information relating to ECC or its subsidiaries (including the identity of the person making or submitting such Acquisition Proposal, inquiry, indication of interest or request, and the terms thereof) that is made or submitted by any person during the Pre-Closing Period. ECC must keep Cubic fully informed with respect to the status of any such Acquisition Proposal, inquiry, indication of interest or request and any modification or proposed modification thereto.

ECC Stockholders' Meeting

        As promptly as practicable following the expiration of the Offer, if the adoption of the Merger Agreement by ECC's stockholders is required by law in order to complete the Merger, ECC shall take all action necessary under all applicable legal requirements to call, give notice of and hold a meeting of the holders of ECC common stock to vote on the adoption of the Merger Agreement.

        Under the Merger Agreement, Cubic has agreed to cause all shares of ECC common stock owned by Cubic or any subsidiary of Cubic to be voted in favor of the adoption of the Merger Agreement and completion of the Merger at any ECC stockholder meeting. However, if the Purchaser owns, by virtue of the Offer or otherwise, at least 90% of the outstanding shares of ECC common stock, then the parties are required under the Merger Agreement to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a stockholders' meeting in accordance with Section 253 of the DGCL. In addition, Cubic and the Purchaser shall use all reasonable efforts to take or cause to be taken all actions necessary to consummate the Merger.

Recommendation of ECC's Board of Directors

        ECC's board of directors has unanimously recommended that the stockholders of ECC accept the Offer, tender their shares of ECC common stock pursuant to the Offer and (if required by applicable law) adopt the Merger Agreement and approve the Merger (the "ECC Board Recommendation"). The Merger Agreement provides that, except as provided below, neither ECC's board of directors nor any committee thereof may withdraw the ECC Board Recommendation or modify the ECC Board Recommendation in a manner adverse to Cubic or the Purchaser, and no resolution by the board of directors of ECC or any committee thereof to withdraw or modify the ECC Board Recommendation in a manner adverse to Cubic or the Purchaser may be adopted or proposed.

        Notwithstanding the foregoing, at any time prior to the Offer Acceptance Time, the ECC Board Recommendation may be withdrawn or modified in a manner adverse to Cubic and the Purchaser if: (i) an unsolicited, bona fide written offer to purchase all of the outstanding shares of ECC common stock or all or substantially all of ECC's assets is made to ECC and is not withdrawn; (ii) ECC provides Cubic with at least three business days prior notice of any meeting of ECC's board of directors at which such board of directors will consider and determine whether such offer is a Superior Offer; (iii) ECC's board of directors determines in good faith that such offer constitutes a Superior

39

Offer; (iv) ECC's board of directors determines in good faith, after having taken into account the advice of ECC's outside legal counsel, that, in light of such Superior Offer, the withdrawal or modification of the ECC Board Recommendation is required in order for ECC's board of directors to comply with its fiduciary obligations to ECC's stockholders under applicable law; (v) the ECC Board Recommendation is not withdrawn or modified in a manner adverse to Cubic at any time within three business days after Cubic receives written notice from ECC confirming that ECC's board of directors has determined that such offer is a Superior Offer; and (vi) neither ECC nor any of its Representatives shall have breached or taken any action inconsistent with any of the provisions set forth in the non-solicitation or related provisions of the Merger Agreement.

Reasonable Efforts to Complete Transactions

        The Merger Agreement provides that, subject to the terms and conditions thereof, Cubic and ECC shall use reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by the Merger Agreement, including (i) making all filings (if any) and giving all notices (if any) required to be made and given in connection with the Offer and the Merger and the other transactions contemplated by the Merger Agreement, (ii) using reasonable efforts to obtain each consent (if any) required to be obtained in connection with the Offer and the Merger and the other transactions contemplated by the Merger Agreement, and (iii) using reasonable efforts to lift any restraint, injunction or other legal bar to the Offer or the Merger. However, Cubic does not have any obligation: (i) to dispose of or transfer or cause any of its subsidiaries to dispose of or transfer any assets, or to commit to cause ECC or any of its subsidiaries to dispose of any assets; (ii) to discontinue or cause any of its subsidiaries to discontinue offering any product or service, or to commit to cause ECC or any of its subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its subsidiaries to license or otherwise make available, to any person, any technology, software or other proprietary asset, or to commit to cause ECC or any of its subsidiaries to license or otherwise make available to any person any technology, software or other proprietary asset; (iv) to hold separate or cause any of its subsidiaries to hold separate any assets or operations, or to commit to cause ECC or any of its subsidiaries to hold separate any assets or operations; (v) to make or cause any of its subsidiaries to make any commitment (to any governmental body or otherwise) regarding its future operations or the future operations of ECC or any of its subsidiaries; or (vi) to contest any legal proceeding relating to the Offer or the Merger if Cubic determines in good faith upon the advice of outside counsel that contesting such legal proceeding might not be advisable.

Employee Benefits Matters

        Pursuant to the Merger Agreement, Cubic agrees that all employees of ECC or its subsidiaries who continue employment with Cubic or ECC or any subsidiary of ECC upon the completion of the Merger shall be eligible to continue to participate in ECC's health and welfare plans or, if Cubic or ECC terminates any of these plans, in Cubic's plans substantially to the same extent as similarly situated employees of Cubic.

        The Merger Agreement further requires that, at Cubic's request, ECC shall take (or cause to be taken) all actions necessary or appropriate to terminate, effective immediately prior to the consummation of the Merger, any employee benefit plan sponsored by ECC or its subsidiaries that contains a cash or deferred arrangement intended to qualify under Section 401(k) of the IRC. In addition, pursuant to the Merger Agreement, Cubic agrees to cause ECC to provide such health or welfare benefit plans and arrangements as are no less favorable, taken as a whole, to employees of ECC than the health or welfare benefit plans or arrangements provided by ECC as of the date of the Merger Agreement for a period of one year following the completion of the Merger.

40

Directors' and Officers' Indemnification and Insurance

        The Merger Agreement provides that all rights to indemnification by ECC existing in favor of those persons who are directors and officers of ECC as of the date of the Merger Agreement (the "Indemnified Persons") for their acts and omissions occurring prior to the completion of the Merger, as provided in ECC's bylaws (as in effect as of the date of the Merger Agreement) and as provided in the indemnification agreements between ECC and said Indemnified Persons (as in effect as of the date of the Merger Agreement) in the forms disclosed by ECC to Cubic prior to the date of the Merger Agreement, will survive the Merger and shall be observed by ECC to the fullest extent available under Delaware law for a period of six years from the time of completion of the Merger, and any claim made requesting indemnification pursuant to such indemnification rights within such six-year period shall continue to be subject to these provisions of the Merger Agreement until disposition of such claim.

        In addition, the Merger Agreement provides that from the time of the completion of the Merger until the sixth anniversary of the completion of the Merger (the "Tail Period"), ECC shall maintain in effect, for the benefit of the Indemnified Persons with respect to their acts and omissions occurring prior to the completion of the Merger, the existing policy of directors' and officers' liability insurance maintained by ECC as of the date of the Merger Agreement in the form disclosed by ECC to Cubic prior to the date of the Merger Agreement (the "Existing Policy"). However, (i) ECC will not be required to make aggregate payments under the Existing Policy in excess of $250,000 and (ii) once ECC has made aggregate payments under the Existing Policy during the Tail Period of $250,000, ECC shall have no further payment obligation with respect to the Existing Policy, and, in the event that any amounts in excess of $250,000 become due from ECC with respect to the Existing Policy, ECC shall have no further obligation to maintain the Existing Policy and may cancel or otherwise terminate the Existing Policy in its sole discretion, provided that ECC has used reasonable efforts to provide each of the Indemnified Persons notice of its intention to cancel or otherwise terminate the Existing Policy at least 15 business days prior to cancellation or termination of the Existing Policy.

Audited Consolidated Financial Statements

        The Merger Agreement provides that, on or before September 2, 2003, ECC shall cause to be delivered to Cubic (i) the consolidated balance sheet and related consolidated statements of operations and cash flows showing the financial condition of ECC and its subsidiaries as of June 30, 2003 and the results of operations and cash flows of ECC and its subsidiaries for the fiscal year ended June 30, 2003, all audited by PriceWaterhouseCoopers LLP or other independent public accountants of recognized national standing reasonably acceptable to Cubic and accompanied by an opinion of such accountants (which shall not be qualified in any respect) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations and cash flows of ECC and its subsidiaries on a consolidated basis in accordance with generally accepted accounting principles consistently applied and (ii) a copy of ECC's Annual Report on Form 10-K for its fiscal year ended June 30, 2003, as filed with the United States Securities and Exchange Commission.

Conditions to the Merger

        The Merger Agreement provides that the respective obligations of the parties to complete the Merger are subject to the satisfaction of the following conditions:

•

If required by applicable law, the Merger Agreement must be adopted by the affirmative vote of the holders of a majority of the shares of ECC common stock outstanding on the record date for the meeting of the holders of ECC common stock to vote on the adoption of the Merger Agreement;



•

no temporary restraining order, preliminary or permanent injunction or other order preventing the completion of the Merger shall have been issued by any court of competent jurisdiction and

41

remain in effect, and there shall not be any legal requirement enacted or deemed applicable to the Merger that makes completion of the Merger illegal; and

•

the Purchaser shall have accepted for payment and paid for shares of ECC common stock pursuant to the Offer.

Termination of the Merger Agreement

        The Merger Agreement provides that it may be terminated:

•

by mutual written consent of Cubic and ECC at any time prior to the completion of the Merger;



•

by either Cubic or ECC at any time prior to the completion of the Merger if a court of competent jurisdiction or other governmental body shall have issued a final and nonappealable order, decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the acceptance for payment of shares of ECC common stock in the Offer or the Merger or making the purchase by the Purchaser of shares of ECC common stock in the Offer or completion of the Merger illegal;



•

by either Cubic or ECC if the Offer shall have expired without the acceptance for payment of shares of ECC common stock pursuant to the Offer (the "Expiration Termination Right"), except that a party shall not be permitted to terminate the Merger Agreement on the foregoing basis if the failure to accept shares of ECC common stock for payment in the Offer is attributable to a failure on the part of such party to perform in all material respects any covenant in the Merger Agreement required to be performed by such party on or prior to the Offer Acceptance Time and such party has not cured such failure within ten days after having received notice thereof, and, under certain circumstances as set forth in "Fees And Expenses; Termination Fee," ECC shall not be permitted to terminate the Merger Agreement on the foregoing basis unless it pays Cubic a termination fee;



•

by either Cubic or ECC if the acceptance for payment of shares of ECC common stock pursuant to the Offer has not occurred on or prior to the close of business on the date that is 75 business days after the date of the Merger Agreement (the "End Date Termination Right"), except that a party may not terminate the Merger Agreement on the foregoing basis if the failure to accept shares of ECC common stock for payment pursuant to the Offer by the close of business on the date that is 75 business days after the date of the Merger Agreement is attributable to a failure on the part of such party to perform in all material respects any covenant in the Merger Agreement required to be performed by such party on or prior to the Offer Acceptance Time and such party has not cured such failure within ten days after having received notice thereof, and, under certain circumstances as set forth in "Fees and Expenses; Termination Fee," ECC shall not be permitted to terminate the Merger Agreement on the foregoing basis unless it pays Cubic a termination fee;



•

by Cubic at any time prior to the Offer Acceptance Time if a Triggering Event (as defined below) has occurred (the "Triggering Event Termination Right");



•

by Cubic at any time prior to the Offer Acceptance Time if (i) any of ECC's representations and warranties contained in the Merger Agreement were inaccurate as of the date of the Merger Agreement or shall have become inaccurate as of a date subsequent to the date of the Merger Agreement (as if made on such subsequent date) such that the Closing Accuracy Condition (as defined in Section 13 (Certain Conditions to the Offer) of this Offer to Purchase) would not be satisfied (except that, for purposes of determining the accuracy of such representations and warranties as of the date of the Merger Agreement or as of any subsequent date, (A) all materiality qualifications contained in such representations and warranties will be disregarded and (B) any update of or modification to the disclosure schedule provided by ECC to Cubic and

42

the Purchaser in connection with the Merger Agreement made or purported to have been made after the date of the Merger Agreement will be disregarded), or (ii) any of ECC's covenants contained in the Merger Agreement shall have been breached such that the Covenant Condition (as defined in Section 13 (Certain Conditions to the Offer) of this Offer to Purchase) would not be satisfied; provided, that, in the event of any inaccuracy in any of ECC's representations and warranties as of a date subsequent to the date of the Merger Agreement, Cubic may not terminate the Merger Agreement on account of such inaccuracy unless such inaccuracy has not been cured within ten days after ECC has received notice thereof;

•

by ECC at any time prior to the Offer Acceptance Time if (i) any of Cubic's representations and warranties contained in the Merger Agreement were inaccurate as of the date of the Merger Agreement or shall have become inaccurate as of a date subsequent to the date of the Merger Agreement (as if made on such subsequent date), such that all such inaccuracies in Cubic's representations and warranties, considered together, have, or could reasonably be expected to have, a material adverse effect on Cubic (except that, for purposes of determining the accuracy of such representations and warranties as of the date of the Merger Agreement or as of any subsequent date, all materiality qualifications contained in such representations and warranties will be disregarded), or (ii) Cubic shall not have complied with in all material respects its covenants contained in the Merger Agreement; provided, that, in the event of any inaccuracy in any of Cubic's representations and warranties as of a date subsequent to the date of the Merger Agreement or a failure by Cubic to comply with its covenants, ECC may not terminate the Merger Agreement on account of such inaccuracy or breach unless such inaccuracy or breach has not been cured within ten days after Cubic has received notice thereof;



•

by Cubic or ECC if the acceptance for payment of shares of ECC common stock pursuant to the Offer shall not have occurred on or prior to the close of business on the date that is 120 days after the date of the Merger Agreement; or



•

by ECC at any time prior to the acceptance for payment of shares of ECC common stock pursuant to the Offer, in order to accept a Superior Offer and enter into the Specified Agreement (as defined below) relating to such Superior Offer (the "Fiduciary Termination Right"), if (i) such Superior Offer shall not have resulted from any breach by ECC or any of its subsidiaries of the non-solicitation or related provisions of the Merger Agreement, (ii) the board of directors of ECC, after satisfying all of the requirements set forth in the Merger Agreement relating to ECC's responses to unsolicited, written competing acquisition offers, shall have authorized ECC to enter into a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Superior Offer (the "Specified Agreement"), (iii) ECC shall have delivered to Cubic a written notice containing a summary of the material terms and conditions of the Specified Agreement, which notice shall confirm that the other party's board of directors has confirmed its authorization to execute and deliver the Specified Agreement on behalf of the other party immediately upon termination of the Merger Agreement by ECC, (iv) a period of at least three business days shall have elapsed since the receipt by Cubic of such notice, and ECC shall have made its Representatives reasonably available during such period for the purpose of engaging in negotiations with Cubic regarding a possible amendment of the Offer or a possible alternative transaction, (v) any proposal by Cubic to amend the Offer or enter into an alternative transaction shall have been considered by the board of directors of ECC in good faith, and ECC's board of directors shall have determined in good faith (after having taken into account the advice of the ECC's outside legal counsel and the advice of an independent financial advisor of nationally recognized reputation) that the terms of the proposed amended Offer (or other alternative transaction) are not as favorable to ECC's stockholders, from a financial point of view, as the transaction contemplated by the Specified Agreement, and (vi) ECC shall have paid Cubic a termination fee.

43

        A "Triggering Event" will be deemed to have occurred if: (i) the board of directors of ECC has failed to recommend that ECC's stockholders accept the Offer, tender their shares of ECC common stock pursuant to the Offer or (if required by applicable law) vote to adopt the Merger Agreement, or has withdrawn or modified in a manner adverse to Cubic the ECC Board Recommendation; (ii) ECC has failed to include the ECC Board Recommendation in the Schedule 14D-9 or a statement to the effect that ECC's board of directors has determined and believes that the Offer and the Merger is in the best interests of the Company's stockholders; (iii) the ECC board of directors has failed to publicly reaffirm (including by way of a press release, if requested by Cubic) its ECC Board Recommendation, or has failed to publicly reaffirm (including by way of a press release, if requested by Cubic) its determination that the Offer and the Merger is in the best interests of ECC's stockholders, in each case within five business days of a request from Cubic; (iv) the board of directors of ECC has approved, endorsed or recommended any Acquisition Proposal; (v) ECC has entered into any letter of intent or similar document or any contract contemplating any Acquisition Transaction; (vi) a tender or exchange offer relating to ECC securities shall have been commenced and ECC shall not have sent a statement disclosing that ECC recommends rejection of such tender or exchange offer within 10 business days; (vii) any person or group (as defined in the Exchange Act and the rules thereunder) of persons directly or indirectly acquires or agrees to acquire, or discloses an intention to acquire, beneficial or record ownership of securities representing more than 10% of the outstanding securities of any class of voting securities of ECC; or (viii) ECC or any of its subsidiaries or any Representative of ECC or any of its subsidiaries shall have breached or taken any action inconsistent with any of the non-solicitation or related provisions of the Merger Agreement.

Fees and Expenses; Termination Fee

        The Merger Agreement provides that, except as set forth below, all fees and expenses incurred in connection with the Merger Agreement and the Offer, the Merger and the other transactions contemplated by the Merger Agreement are to be paid by the party incurring such expenses, whether or not any shares of ECC common stock are purchased pursuant to the Offer and whether or not the Merger is completed.

        The Merger Agreement also provides that if (i) the Merger Agreement is terminated by Cubic or ECC pursuant to the Expiration Termination Right or the End Date Termination Right, (ii) after the date of the Merger Agreement and at or prior to the time of the termination of the Merger Agreement an Acquisition Proposal has been disclosed, announced, commenced, submitted or made and (iii) ECC consummates or is subject to a Specified Acquisition Transaction (as defined below) within 270 days of such termination or ECC or any of its Representatives signs a definitive agreement within 270 days of such termination providing for a Specified Acquisition Transaction, then ECC shall pay to Cubic, in cash, a nonrefundable fee in an amount equal to up to $350,000 as reimbursement for all of Cubic's fees and expenses in connection with the Merger Agreement, the Offer and the Merger plus the greater of $1,250,000 and 3% of the product of $5.25 multiplied by the Fully Diluted Number of Company Shares.

        The Merger Agreement also provides that if the Merger Agreement is terminated by Cubic pursuant to the Triggering Event Termination Right or by ECC pursuant to the Fiduciary Termination Right, then ECC must pay to Cubic in cash a nonrefundable fee in an amount equal to up to $350,000 as reimbursement for all of Cubic's fees and expenses in connection with the Merger Agreement, the Offer and the Merger plus the greater of $1,250,000 and 3% of the product of $5.25 multiplied by the Fully Diluted Number of Company Shares.

        If ECC fails to pay when due any amount described above, then (i) ECC shall reimburse Cubic for all costs and expenses (including reasonable fees and disbursements of counsel) incurred in connection with the collection of such overdue amount and the enforcement by Cubic of its rights, and (ii) ECC shall pay to Cubic interest on such overdue amount (for the period commencing as of the date such

44

overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid to Cubic in full) at a rate per annum equal to the "prime rate" (as announced by Bank of America, N.A. or any successor thereto) in effect on the date such overdue amount was originally required to be paid.

        A "Specified Acquisition Transaction" shall mean any transaction or series of transactions involving (i) any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, recapitalization, tender offer, exchange offer or other similar transaction in which ECC or its subsidiaries is a constituent corporation and in which a person or "group" (as defined in the Exchange Act and the rules thereunder) of persons directly or indirectly acquires beneficial or record ownership of securities representing more than 50% of the outstanding securities of any class of voting securities of ECC or of any of its subsidiaries or any surviving entity or (ii) any sale, lease, exchange, transfer, license, acquisition or disposition of any business or businesses or assets that constitute or account for 50% or more of the consolidated net revenues, net income or assets of ECC and its subsidiaries.

Stockholder Tender Agreements

        The following is a summary of the stockholder agreements to tender entered into by Cubic with each of ECC's directors, executive officers and stockholders with representatives on the board of directors of ECC. The following summary does not purport to be a complete description of the terms of these Stockholder Tender Agreements and is qualified in its entirety by reference to the forms of the Stockholder Tender Agreements, a copy of which is filed as Exhibit (d)(2) to the Tender Offer Statement on Schedule TO that has been filed with the United States Securities and Exchange Commission by the Purchaser and Cubic in connection with the Offer, and are incorporated in this Offer to Purchase by reference. The forms of the Stockholder Tender Agreements may be examined, and copies obtained, by following the procedures described in Section 8 (Certain Information Concerning ECC) of this Offer to Purchase relating to examining and obtaining copies of documents filed with the United States Securities and Exchange Commission.

        In order to induce Cubic and the Purchaser to enter into the Merger Agreement, each of: Robert Collins, Jesse Krasnow, James Henderson, Warren Lichtenstein, Merrill McPeak, Melissa Van Valkenburgh, Robert Mehmel, the Julian Demora Revocable Trust 1990 and Steel Partners II LP has entered into a Stockholder Tender Agreement with Cubic. Each of the foregoing stockholders has agreed, in such person's capacity as a stockholder of ECC, to promptly (and, in any event, not later than ten business days after commencement of the Offer) validly tender, and to also cause any person that they or any of their affiliates or associates controls to validly tender, into the Offer, pursuant to and in accordance with the terms of the Offer, and to not withdraw or permit the withdrawal of (unless and until the Merger Agreement is terminated in accordance with its terms), all of such stockholder's shares of ECC common stock, including any additional shares of ECC common stock which such stockholder may acquire.

        In addition, each of these stockholders has agreed, at any meeting of, or in connection with any written action by, the stockholders of ECC, to vote all of their shares of ECC common stock, and to also cause any person that they or any of their affiliates or associates controls to vote all of their shares of ECC common stock, against any action or agreement that would result in a breach by the Company of the Merger Agreement, against any competing acquisition proposal, against any proposal to change a majority of the board of directors of ECC (other than in accordance with the Merger Agreement), against any action or agreement that would cause the conditions to the acceptance of the Offer or completion of the Merger to not be met and against any action intended or reasonably expected to interfere with the Offer or Merger.

        Each such stockholder has also agreed that it will not, and it will not permit any person that it or any of its affiliates controls to (except, in each case, pursuant to the Offer), sell, pledge, encumber,

45

grant an option with respect to, transfer or otherwise dispose of any of such stockholder's ECC securities, enter into an agreement or commitment contemplating any of the foregoing, or reduce such stockholder's beneficial ownership interest in or risk with respect to such securities. In addition, each such stockholder has also agreed, in such person's capacity as a stockholder of ECC, that it will not, and it will not permit any person that it or any of its affiliates controls to (except in each case, pursuant to the Offer), take directly or indirectly actions that ECC or any of its Representatives would be prohibited from taking, directly or indirectly, pursuant to the nonsolicitation or related provisions of the Merger Agreement. However, the foregoing provisions do not limit or affect any actions taken by the stockholders who have signed the Stockholder Tender Agreements in such stockholders' capacities as officers or directors of ECC in exercising ECC's rights under the Merger Agreement or in performing such stockholders' fiduciary obligations in their capacities as directors or officers of ECC, provided, that no obligation of such stockholders to ECC as officers or directors of ECC shall affect, impair or impede such stockholders' obligations under the Stockholder Tender Agreements, including the obligation to vote such stockholders' shares as required by the Stockholder Tender Agreements.

        Each of the stockholders has agreed, pursuant to the terms of such stockholder's respective Stockholder Tender Agreement and in such person's capacity as a stockholder of ECC, to appoint Cubic and certain representatives of Cubic as such stockholder's attorneys and proxies, with full power of substitution and resubstitution, to vote and otherwise act with respect to all such stockholder's shares of ECC common stock at any meeting of ECC's stockholders, and in any action by written consent of ECC's stockholders, on the matters and in the manner specified in the Stockholder Tender Agreement.

Shares Subject to the Stockholder Tender Agreements; Termination

        As of August 20, 2003, the stockholders who executed Stockholder Tender Agreements, and persons that they or their affiliates or associates control, held in the aggregate 2,897,428 shares of ECC common stock, which represented approximately 36.6% of the outstanding shares of ECC common stock as of that date. The Stockholder Tender Agreements terminate upon any termination of the Merger Agreement.

13.   Certain Conditions to the Offer

        The following is a summary of all of the conditions to the Offer, and the Offer is expressly conditioned on the satisfaction of these conditions. The following summary does not purport to be a complete description of the conditions to the Offer contained in the Merger Agreement and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as an exhibit to the Tender Offer Statement on Schedule TO that has been filed with the United States Securities and Exchange Commission by the Purchaser and Cubic in connection with the Offer, and is incorporated in this Offer to Purchase by reference. The Merger Agreement may be examined, and copies obtained, by following the procedures described in Section 8 (Certain Information Concerning ECC) of this Offer to Purchase relating to examining and obtaining copies of documents filed with the United States Securities and Exchange Commission.

        The Merger Agreement provides that the Purchaser is not required to accept for payment, or (subject to any applicable rule or regulation of the United States Securities and Exchange Commission) pay for, and may delay the acceptance for payment of, or (subject to any applicable rule or regulation of the United States Securities and Exchange Commission) the payment for, any tendered shares of ECC common stock, and (subject to the terms of the Merger Agreement) may terminate the Offer and not accept for payment any tendered shares of ECC common stock, if (i) the Minimum Condition has not been satisfied, (ii) there shall be in effect any voluntary agreement between Cubic and the United States Federal Trade Commission or the United States Department of Justice pursuant to which Cubic has agreed not to accept for payment shares of ECC common stock pursuant to the Offer for any period of time, or (iii) at any time after the date of the Merger Agreement, and before acceptance for

46

payment of any shares of ECC common stock, Cubic shall have determined in its reasonable good faith discretion that any of the following events shall have occurred and be continuing:

•

the representations and warranties of ECC contained in the Merger Agreement shall not have been accurate in all material respects as of the date of the Merger Agreement, provided, that, for purposes of determining the accuracy of such representations and warranties, (A) all materiality qualifications contained in such representations and warranties shall be disregarded and (B) any update of or modification to ECC's disclosure schedule made or purported to have been made after the date of the Merger Agreement shall be disregarded) (the "Signing Accuracy Condition");



•

the representations and warranties of ECC contained in the Merger Agreement shall not be accurate in all respects as of the Expiration Date as if made on and as of such Expiration Date, except that any inaccuracies in such representations and warranties shall be disregarded if the circumstances giving rise to the inaccuracies taken collectively do not constitute and could not reasonably be expected to have a material adverse effect on ECC and its subsidiaries, provided, that, for purposes of determining the accuracy of such representations and warranties, (A) all materiality qualifications contained in such representations and warranties shall be disregarded and (B) any update of or modification to ECC's disclosure schedule made or purported to have been made after the date of the Merger Agreement shall be disregarded) (the "Closing Accuracy Condition");



•

ECC shall have breached or failed in any material respect to perform or comply with any covenant or obligation that ECC is required to comply with or to perform at or prior to the Expiration Date (the "Covenant Condition");



•

since the date of the Merger Agreement, there shall have occurred any material adverse effect on ECC and its subsidiaries, or any event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, would have a material adverse effect on ECC and its subsidiaries (the "Material Adverse Effect Condition");



•

Cubic and ECC shall not have received a certificate executed by the Chief Executive Officer and Chief Financial Officer of ECC confirming that the Signing Accuracy Condition, the Closing Accuracy Condition, the Covenant Condition and the Material Adverse Effect Condition have been duly satisfied, which certificate shall be in full force and effect;



•

to the extent required by Cubic, ECC shall not have used all reasonable efforts to obtain the written resignations of all officers and directors of ECC and its subsidiaries to the extent required by the Merger Agreement, which resignations shall be in full force and effect;



•

any material consent required to be obtained in connection with the Offer, the Merger or the other transactions contemplated by the Merger Agreement shall not have been obtained or shall not be in full force and effect;



•

a temporary restraining order, preliminary or permanent injunction or other order preventing the purchase of or payment for shares of ECC common stock pursuant to the Offer, or preventing completion of the Merger, shall have been issued by any court of competent jurisdiction and remain in effect, or there is any legal requirement or order promulgated, enacted, enforced, issued or deemed applicable to the Offer or the Merger that (i) makes the purchase of or payment for shares of ECC common stock pursuant to the Offer, or the completion of the Merger, illegal; (ii) renders the Purchaser unable to purchase or pay for some or all of the shares of ECC common stock; (iii) imposes material limitations on Cubic's ability to effectively exercise full rights of ownership of ECC common stock; (iv) prohibits or imposes any material limitation on Cubic's direct or indirect ownership or operation of all or a material portion of ECC's business or assets; (v) compels Cubic to dispose of or hold separate any

47

portion of the business or assets of ECC or Cubic or their subsidiaries which would be material in the context of ECC and its subsidiaries, taken as a whole; (vi) obligates Cubic, ECC or their subsidiaries to pay material damages in connection with the transactions contemplated by the Merger Agreement or (vii) otherwise constitutes a material adverse effect on ECC;

•

there shall be pending or overtly threatened any legal proceeding in which a governmental body is or is threatened to become a party or is otherwise involved: (i) challenging or seeking to restrain or prohibit the purchase of or payment for shares of ECC common stock pursuant to the Offer, or the completion of the Merger or any of the other transactions contemplated by the Merger Agreement; (ii) relating to the Offer or the Merger and seeking to obtain from Cubic or ECC or any of ECC's subsidiaries any damages or other relief that may be material to Cubic or ECC or any of ECC's subsidiaries; (iii) seeking to prohibit or limit in any material respect Cubic's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of ECC; (iv) that could materially and adversely affect the right of Cubic, ECC or any of ECC's subsidiaries to own the assets or operate the business of ECC or its subsidiaries; or (v) seeking to compel ECC or any subsidiary of ECC, Cubic or any subsidiary of Cubic to dispose of or hold separate any material assets as a result of the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement;



•

a Triggering Event shall have occurred;



•

the Merger Agreement shall have been terminated in accordance with its terms; or



•

in the good faith judgment of Cubic, a material adverse difference shall exist between (i) ECC's consolidated financial condition or results of operations or cash flows as of or for the fiscal year ended June 30, 2003 as reflected in the unaudited consolidated financial statements of ECC as of and for the fiscal year ended June 30, 2003 delivered by ECC to Cubic prior to the date of the Merger Agreement and (ii) ECC's consolidated financial condition or results of operations or cash flows as reflected in the audited consolidated financial statements delivered by ECC to Cubic following the date of the Merger Agreement.

        The foregoing conditions are for the sole benefit of Cubic and the Purchaser and, subject to the terms and conditions of the Merger Agreement, may be waived by Cubic or the Purchaser, in whole or in part, at any time and from time to time, in the sole discretion of Cubic and the Purchaser. The failure by Cubic or the Purchaser at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right and each such right will be deemed an ongoing right that may be asserted at any time and from time to time. The Offer is expressly subject to the satisfaction of each of the foregoing conditions.

        If the Offer is terminated pursuant to the foregoing provisions, all tendered shares of ECC common stock will be promptly returned to the tendering stockholders.

14.   Certain Legal Matters

        Except as described in this Section 14, based on information provided by ECC, none of ECC, the Purchaser or Cubic is aware of any license or regulatory permit that appears to be material to the business of ECC that might be adversely affected by the Purchaser's acquisition of shares of ECC common stock in connection with the Offer or the Merger, or of any approval or other action by a domestic or foreign governmental, administrative or regulatory agency or authority that would be required for the acquisition and ownership of shares of ECC common stock by the Purchaser in connection with the Offer or the Merger. Should any such approval or other action be required, the Purchaser and Cubic presently contemplate that such approval or other action will be sought, except as described below under "State Takeover Statutes." While, except as otherwise described in this Offer to Purchase, the Purchaser does not presently intend to delay the acceptance for payment of, or payment

48

for, shares of ECC common stock that are tendered in the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that failure to obtain any such approval or other action might not result in consequences adverse to ECC's business or that certain parts of ECC's business might not have to be disposed of or other substantial conditions complied with in the event that such approvals were not obtained or such other actions were not taken or in order to obtain any such approval or other action. If certain types of adverse action are taken with respect to any such matters, the Purchaser could decline to accept for payment, or pay for, shares of ECC common stock that are tendered in the Offer. See Section 13 (Certain Conditions to the Offer) of this Offer to Purchase for certain conditions to the Offer, including conditions with respect to governmental actions.

Delaware Law

        In general, Section 203 of the DGCL prevents an interested stockholder (generally, a stockholder owning 15% or more of a corporation's outstanding voting stock or an affiliate thereof) from engaging in a business combination (generally defined to include a merger and certain other transactions as described below) with a Delaware corporation for a period of three years following the time when such stockholder became an interested stockholder unless (i) prior to such time the corporation's board of directors approved either the business combination or the transaction that resulted in such stockholder becoming an interested stockholder, (ii) upon completion of the transaction that resulted in such stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the corporation's voting stock outstanding at the time the transaction commenced (excluding shares owned by certain employee stock option plans and persons who are directors and also officers of the corporation) or (iii) at or subsequent to such time, the business combination is approved by the corporation's board of directors and authorized at an annual or special meeting of stockholders by the affirmative vote of at least 66²/3% of the outstanding voting stock not owned by the interested stockholder (and such action may not be taken by written consent).

        ECC's board of directors has taken all actions necessary to exempt the Merger Agreement, the Stockholder Tender Agreements, the Offer, the Merger and the other transactions contemplated by the Merger Agreement from the provisions of Section 203 of the DGCL.

Fair Price Provision

        ECC's certificate of incorporation contains a provision (the "Fair Price Provision") that requires holders of at least 80% of the capital stock of ECC to approve any business combination between ECC and an entity that holds more than 10% of the capital stock of ECC at the time of such business combination (a "Related Party"), subject to certain exceptions. As defined in the Fair Price Provision, "business combination" does not include the Offer, but does include the Merger. The Fair Price Provision is inapplicable to any merger in which the members of ECC's board of directors who were directors of ECC on the date of the applicable merger agreement (the "Continuing Directors") expressly approved the merger by a two-thirds vote prior to the date on which the Related Party involved in such merger became a Related Party. On August 20, 2003, the board of directors of ECC (including the Continuing Directors) unanimously adopted the Merger Agreement and approved the Merger. Accordingly, the Fair Price Provision has been complied with and is inapplicable to the Merger.

State Takeover Statutes

        A number of states have adopted laws that purport, to varying degrees, to apply to attempts to acquire corporations that are incorporated in, or that have substantial assets, stockholders, principal executive offices or principal places of business or whose business operations otherwise have substantial economic effects in, such states. ECC, directly or through subsidiaries, conducts business in a number

49

of states throughout the United States, some of which have enacted such laws. Except as described in this Offer to Purchase, it is not known whether any of these laws will, by their terms, apply to the Offer or the Merger and the Purchaser has not complied with any such laws. To the extent that certain provisions of these laws purport to apply to the Offer or the Merger, it is believed that there are reasonable bases for contesting such laws.

        In 1982, in a case named Edgar v. MITE Corp., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute, which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. In 1987, however, in a case named CTS Corp. v. Dynamics Corp. of America, the Supreme Court of the United States held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated, and has a substantial number of stockholders, in the state. Subsequently, in a case named TLX Acquisition Corp. v. Telex Corp., a Federal District Court located in the State of Oklahoma ruled that certain Oklahoma statutes were unconstitutional insofar as they purported to apply to corporations incorporated outside of the State of Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in a case named Tyson Foods, Inc. v. McReynolds, a Federal District Court located in the State of Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside of the State of Tennessee.

Antitrust

        United States Antitrust Law.    Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules that have been promulgated under the HSR Act by the Federal Trade Commission (the "FTC"), certain acquisition transactions may not be completed unless certain information has been furnished to the FTC and the Antitrust Division of the Department of Justice (the "Antitrust Division") and specified waiting period requirements have been satisfied. The Offer and the Merger are not subject to the filing and waiting period requirements of the HSR Act.

        Private parties, as well as the federal and state governments, may also bring legal action under the antitrust laws under certain circumstances. There can be no assurance that a challenge to the Offer or the Merger or other acquisition of shares of ECC common stock by the Purchaser on antitrust grounds will not be made or, if such a challenge is made, of the result. See Section 13 (Certain Conditions to the Offer) of this Offer to Purchase for certain conditions to the Offer, including conditions with respect to litigation and certain governmental actions.

        Foreign Antitrust Law.    The antitrust and competition laws of certain foreign countries may apply to the Offer and the Merger and filings and notifications may be required. The Purchaser, Cubic and ECC are reviewing whether any such filings are required in connection with the Offer or the Merger and intend to make such filings promptly to the extent required.

Federal Reserve Board Regulations

        Shares of ECC common stock are currently margin securities under the regulations of the Federal Reserve Board, which has the effect, among other things, of allowing brokers to extend credit on the collateral of shares of ECC common stock. Depending upon factors similar to those described in Section 7 (Effect of the Offer on the Market for ECC Common Stock; the American Stock Exchange Listing of ECC Common Stock; Exchange Act Registration of ECC Common Stock; Margin Regulations), it is possible that, following the Offer, shares of ECC common stock would no longer constitute margin securities for the purposes of the margin regulations of the Federal Reserve Board and therefore could no longer be used as collateral for loans made by brokers.

50

15.   Fees and Expenses

        The Purchaser and Cubic have retained Georgeson Shareholder Communications Inc. to act as the Information Agent for the Offer, and Computershare Trust Company of New York to serve as the Depositary for the Offer. Each of the Information Agent and the Depositary will receive reasonable and customary compensation for its services, will be reimbursed for certain reasonable out-of-pocket expenses and will be indemnified against certain liabilities and expenses in connection with its services, including certain liabilities and expenses under United States federal securities laws.

        The Information Agent may contact holders of ECC common stock by mail, telephone, facsimile, email, telegraph and personal interview and may request banks, brokers, dealers and other nominees to forward materials relating to the Offer to beneficial owners of ECC common stock.

        Neither the Purchaser nor Cubic will pay any fees or commissions to any broker or dealer or other person (other than to the Depositary, the Information Agent and in the event that the laws of one or more jurisdictions require the Offer to be made by a broker or dealer licensed in such jurisdiction, to such broker or dealer) in connection with the solicitation of tenders of shares of ECC common stock in connection with the Offer. Upon request, the Purchaser will reimburse brokers, dealers, banks, trust companies and other nominees for customary mailing and handling expenses incurred by them in forwarding material to their customers.

16.   Miscellaneous

        The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of shares of ECC common stock in any jurisdiction in which the making of the Offer or the acceptance of the Offer would not be in compliance with the laws of such jurisdiction. Neither the Purchaser nor Cubic is aware of any jurisdiction in which the making of the Offer or the acceptance of the Offer would not be in compliance with the laws of such jurisdiction. To the extent that the Purchaser or Cubic becomes aware of any state law that would limit the class of offerees in the Offer, subject to the terms and conditions of the Merger Agreement, the Purchaser may amend, in its discretion, the Offer and, depending on the timing of such amendment, if any, may extend, in its discretion, the Offer to provide adequate dissemination of such information to holders of shares of ECC common stock prior to the expiration of the Offer. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by the Purchaser.

No person has been authorized to give any information or to make any representation on behalf of the Purchaser or Cubic that is not contained in this Offer to Purchase or in the Letter of Transmittal and, if given or made, such information or representation must not be relied upon as having been authorized.

        The Purchaser and Cubic have filed with the United States Securities and Exchange Commission a Tender Offer Statement on Schedule TO pursuant to Rule 14d-3 under the Exchange Act, together with exhibits, furnishing certain additional information with respect to the Offer, and may file amendments to such document. In addition, ECC has filed with the United States Securities and Exchange Commission a Solicitation/Recommendation Statement on Schedule 14D-9 pursuant to Rule 14d-9 under the Exchange Act, together with exhibits, containing its recommendation with respect to the Offer and the reasons for such recommendation and furnishing certain additional information with respect to the Offer. Such documents and any amendments to such documents, including the related exhibits, should be available for inspection and copies should be obtainable in the manner described in Section 8 (Certain Information Concerning ECC) of this Offer to Purchase.

CDA ACQUISITION CORPORATION

August 27, 2003

51

SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF
THE PURCHASER AND CUBIC CORPORATION

1.     Directors and Executive Officers of the Purchaser

        The name, business address, present principal occupation or employment and material occupations, positions, offices or employment for the past five years of each of the directors and executive officers of the Purchaser are set forth below. The business address of each such director and executive officer is CDA Acquisition Corporation, c/o Cubic Corporation ("Cubic"). All directors and officers listed below are citizens of the United States.

Name and Position	Present Principal Occupation or Employment and Employment History
Gerald R. Dinkel President and Director	Mr. Dinkel was appointed President and Director of the Purchaser on August 15, 2003. Mr. Dinkel has served as Vice President of Cubic and President and Chief Executive Officer of Cubic Defense Applications, Inc., a wholly-owned subsidiary of Cubic, since 2000. For the prior 28 years, Mr. Dinkel was a senior manager at Lockheed Martin Corporation and held a variety of management positions with Westinghouse Electronic Systems.
William W. Boyle Vice President, Chief Financial Officer and Director	Mr. Boyle was appointed as Vice President, Chief Financial Officer and Director of the Purchaser on August 15, 2003. Mr. Boyle has served as a Director of Cubic since 1995, and as Vice President and Chief Financial Officer of Cubic since 1983. Mr. Boyle is a member of the West Coast Advisory Board of Protection Mutual Insurance Company. Previously, Mr. Boyle held management positions with General Electric, Occidental Petroleum, and the Wickes Corporation.
John D. Thomas Vice President, Treasurer, Assistant Secretary and Director	Mr. Thomas was appointed as Vice President, Treasurer, Assistant Secretary and Director of the Purchaser on August 15, 2003. Mr. Thomas has served as Vice President Finance and Treasurer of Cubic since 1992 and as a financial manager of Cubic since 1980.
William L. Hoese Corporate Secretary	Mr. Hoese was appointed as Secretary of the Purchaser on August 15, 2003. Mr. Hoese has served as Assistant General Counsel of Cubic since March 2003. Prior to joining Cubic, Mr. Hoese served as Senior Vice President and General Counsel of American Tool Companies, Inc. from November 1994 through December 2001. Mr. Hoese has been a director and a member of the Audit Committee of Nitches, Inc. since 1995.

2.     Directors and Executive Officers of Cubic

        The name, business address, present principal occupation or employment and material occupations, positions, offices or employment for the past five years of each of the directors and executive officers

52

of Cubic are set forth below. Except as indicated below, the business address of each such director or executive officer is c/o Cubic. All directors and officers listed below are citizens of the United States.

Name and Position	Present Principal Occupation or Employment and Employment History
Walter J. Zable Chairman of the Board, President and Chief Executive Officer, Chairman of the Board and Executive Committee and Director	Mr. Zable has served as a Director of Cubic since 1951, and is currently serving as Cubic's Chairman of the Board, President and Chief Executive Officer, and Chairman of the Executive Committee. Walter C. Zable Vice Chairman of the Board, Mr. Zable has served as a Director of Cubic since 1976 and is currently Member of the Executive Committee and Director serving as Cubic's Vice Chairman of the Board, Member of the Executive of Cubic Committee and Chairman of Cubic Transportation Systems, Inc., a wholly-owned subsidiary.
Dr. Richard C. Atkinson Director	Dr. Atkinson has served as a Director of Cubic since 1999. Dr. Atkinson is currently serving as President of the University of California San Diego, a position he has held since 1995. Between 1980 and 1995, he served as Chancellor of the University of California San Diego. Dr. Atkinson is a member of the Audit and Compliance Committee.
Robert T. Monagan Director	Mr. Monagan has served as a Director of Cubic since 1986. Mr Monagan is currently serving as Chairman of Cubic's Executive Compensation Committee, a member of Cubic's Audit and Compliance Committee and a member of Cubic's Nominating Committee. Mr. Monagan is currently the Vice Chairman of the Northern California State World Trade Center, and is the former President of the California Manufacturers Association and former Speaker of the California State Assembly. He is a director of Electronic Medical Management, Inc. and a director of University of the Pacific.
Raymond E. Peet Director	Mr. Peet has served as a Director of Cubic since 1987. Mr. Peet is a Retired Vice Admiral, United States Navy, and is the Chairman of Cubic's Audit and Compliance Committee and a member of Cubic's Executive and Nominating Committees. He is the past Chairman of San Diego Dialogue and a former member of the Board of Consultants to the Comptroller General of the United States.
Raymond L. deKozan Vice President and Director	Mr. DeKozan has served as a Director of Cubic since 2002. Mr. deKozan has held various senior management positions for Cubic or its subsidiaries since joining Cubic in 1960.
William W. Boyle Vice President and Chief Financial Officer and Director	Mr. Boyle has served as a Director of Cubic since 1995, and as Vice President and Chief Financial Officer of Cubic since 1985. Mr. Boyle is a member of the West Coast Advisory Board of Protection Mutual Insurance Company. Previously, Mr. Boyle held management positions with General Electric, Occidental Petroleum, and the Wickes Corporation.
Thomas A. Baz Vice President—Corporate Controller	Mr. Baz has served as Vice President and Corporate Controller of Cubic since 1983.

53

Gerald R. Dinkel Vice President and Chief Executive Officer and President of Cubic Defense Applications, Inc.	Mr. Dinkel has served as Vice President of Cubic and President and Chief Executive Officer of Cubic Defense Applications, Inc., a wholly owned subsidiary of Cubic, since 2000. For the prior 28 years, Mr. Dinkel was a senior manager at Lockheed Martin Corporation and held a variety of management positions with Westinghouse Electronic Systems.
Mark A. Harrison	Mr. Harrison has served as Vice President, Financial Planning and Accounting of Cubic since 2000. Prior to that, Mr. Harrison served as Assistant Corporate Controller and Director of Financial Planning since 1991.
William L. Hoese Corporate Secretary	Mr. Hoese has served as Assistant General Counsel of Cubic since March 2003. Prior to joining Cubic, Mr. Hoese served as Senior Vice President and General Counsel of American Tool Companies, Inc. from November 1994 through December 2001. Mr. Hoese has been a director and a member of the Audit Committee of Nitches, Inc. since 1995.
Bernard A. Kulchin	Mr. Kulchin has served as Vice President of Human Resources of Cubic since 1999. From 1971 through 1991, Mr. Kulchin was Vice President of Human Resources for the San Diego division of General Dynamics Corporation and from 1991 through 1999, was a human resources consultant.
John D. Thomas Vice President, Treasurer, Assistant Secretary and Director	Mr. Thomas has served as Vice President Finance and Treasurer of Cubic since 1992 and as a financial manager of Cubic since 1980.

54

        Manually signed facsimile copies of the Letter of Transmittal will be accepted. The Letter of Transmittal, certificates for shares of ECC common stock and any other required documents should be sent or delivered by each stockholder of ECC or such stockholder's broker, dealer, bank, trust company or other nominee to the Depositary at one of its addresses set forth below.

By Mail:	By Facsimile Transmission:	By Hand or Overnight Courier:
Computershare Trust Company	For Eligible Institutions Only:	Computershare Trust Company
of New York	(212) 701-7636	of New York
Wall Street Station		Wall Street Plaza
P.O. Box 1010	For Confirmation Only	88 Pine Street, 19th Floor
New York, NY 10268-1010	Telephone:	New York, NY 10005
	(212) 701-7600

        Questions regarding the Offer, and requests for assistance in connection with the Offer, may be directed to the Information Agent at its telephone numbers and location listed below. Additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery or any other materials related to the Offer may be obtained from the Information Agent. You may also contact your broker, dealer, bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

Georgeson Shareholder Communications Inc.
17 State Street, 10th Floor
New York, New York 10004
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll Free: (866) 295-8173

QuickLinks

Offer to Purchase for Cash All Outstanding Shares of Common Stock of ECC International Corp. by CDA Acquisition Corporation, a wholly owned subsidiary of Cubic Corporation at $5.25 Net per Share
IMPORTANT
TABLE OF CONTENTS
SUMMARY TERM SHEET
INTRODUCTION
THE TENDER OFFER
SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF THE PURCHASER AND CUBIC CORPORATION

EX-99.(A)(2)

QuickLinks -- Click here to rapidly navigate through this document

Exhibit (a)(2)

LETTER OF TRANSMITTAL

To Tender
Shares of Common Stock

of

ECC International Corp.

Pursuant to the Offer to Purchase
Dated August 27, 2003

by

CDA Acquisition Corporation,
A Wholly Owned Subsidiary of
Cubic Corporation

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON SEPTEMBER 24, 2003, UNLESS THE OFFER IS EXTENDED.

The Depositary for the Offer is:

By Mail:	By Facsimile Transmission:	By Hand or Overnight Courier:
Computershare Trust Company	For Eligible Institutions Only:	Computershare Trust Company
of New York	(212) 701-7636	of New York
Wall Street Station		Wall Street Plaza
P.O. Box 1010	For Confirmation Only	88 Pine Street, 19th Floor
New York, NY 10268-1010	Telephone:	New York, NY 10005
	(212) 701-7600

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY FOR THE OFFER. YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED BELOW, WITH SIGNATURE GUARANTEE IF REQUIRED, AND COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW.

The Instructions set forth in this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.

Description of Shares Tendered
Name(s) and Address(es) of Registered Holder(s) (Please Fill In, if Blank, Exactly as Name(s) and Addresses Appear(s) on Share Certificate(s))		Shares Tendered (Attach Additional Signed List If Necessary)
		Share Certificate Number(s)*	Total Number of Shares Represented by Share Certificate(s)*	Number of Shares Tendered**
		Total Shares*
*	Need not be completed if transfer is made by book-entry transfer.
**	Unless otherwise indicated, it will be assumed that all shares represented by the listed certificates are being tendered. See Instruction 4.

IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE BEEN LOST OR DESTROYED, SEE INSTRUCTION 10.

        This Letter of Transmittal is to be used either if certificates for Shares (as defined herein) are to be delivered herewith or, unless an Agent's Message (as defined in the Offer to Purchase, which is defined herein) is utilized, if delivery of Shares is to be made pursuant to the procedures for book-entry transfer described in the Offer to Purchase to an account maintained by the Depositary (as defined herein) at the Book-Entry Transfer Facility (as defined in the Offer to Purchase). Stockholders whose certificates for Shares are not immediately available or who cannot deliver either the certificates for, or a Book-Entry Confirmation (as defined in the Offer to Purchase) with respect to, their Shares, and all other documents required hereby, to the Depositary prior to the Expiration Date (as defined in the Offer to Purchase) of the Offer (as defined below) must tender their Shares in accordance with the guaranteed delivery procedures described in the Offer to Purchase. See Instruction 2. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary.

o

CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):

Name of Tendering Institution:

Account Number:

Transaction Code Number:

o

CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY, ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:

Name(s) of Registered Owner(s):

Date of Execution of Notice of Guaranteed Delivery:

Name of Institution that Guaranteed Delivery:

If delivered by book-entry transfer check box: o

NOTE: SIGNATURES MUST BE PROVIDED BELOW

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

        The undersigned hereby tenders to CDA Acquisition Corporation, a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Cubic Corporation, a Delaware corporation ("Cubic"), the above described shares of common stock, par value $0.10 per share ("Shares"), of ECC International Corp., a Delaware corporation ("ECC"), upon the terms and subject to the conditions set forth in the Purchaser's Offer to Purchase, dated August 27, 2003 (the "Offer to Purchase"), and this Letter of Transmittal (which, together with any amendments or supplements thereto or hereto, collectively constitute the "Offer"), receipt of which is hereby acknowledged.

2

        Upon the terms of the Offer, subject to, and effective upon, acceptance for payment of, and payment for, the Shares tendered herewith in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Purchaser all right, title and interest in and to all the Shares that are being tendered herewith (and any and all dividends, distributions, other Shares or other securities or rights issued or issuable in respect thereof on or after August 20, 2003 (collectively, "Distributions")) and irrevocably constitutes and appoints Computershare Trust Company of New York (the "Depositary") the true and lawful agent and attorney-in-fact of the undersigned, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to the full extent of the undersigned's rights with respect to such Shares (and any and all Distributions) (i) to deliver certificates for such Shares (and any such other Shares or securities or rights) or transfer ownership of such Shares (and any and all Distributions) on the account books maintained by the Book-Entry Transfer Facility together, in any such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, the Purchaser, (ii) to present such Shares (and any and all Distributions) for transfer on ECC's books and (iii) to receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and any and all Distributions), all in accordance with the terms of the Offer.

        The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares tendered herewith (and any and all Distributions) and, when the same are accepted for payment by the Purchaser, the Purchaser will acquire good title thereto, free and clear of all liens, restrictions, claims and encumbrances, and the same will not be subject to any adverse claim. The undersigned will, upon request, execute any additional documents deemed by the Depositary or the Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered herewith (and any and all Distributions). In addition, the undersigned shall remit and transfer promptly to the Depositary for the account of the Purchaser any and all Distributions in respect of the Shares tendered hereby, accompanied by appropriate documentation of transfer, and, pending such remittance and transfer or appropriate assurance thereof, the Purchaser shall be entitled to all rights and privileges as owner of each such Distribution and may withhold the entire purchase price of the Shares tendered hereby or deduct from such purchase price, the amount of value of such Distribution as determined by the Purchaser in its sole discretion.

        All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal shall be binding upon the successors, assigns, heirs, executors, administrators and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. Except as described in the Offer to Purchase, this tender is irrevocable. The Purchaser reserves the right to require that, in order for the Shares or other securities to be deemed validly tendered, immediately upon the Purchaser's acceptance for payment of such Shares, the Purchaser must be able to exercise full voting, consent and other rights with respect to such Shares (and any and all Distributions), including voting at any meeting of ECC's stockholders.

        By executing this Letter of Transmittal, the undersigned hereby irrevocably appoints each of William W. Boyle and John D. Thomas as an attorney-in-fact and proxy of the undersigned, each with full power of substitution and resubstitution, to vote at any annual, special, adjourned or postponed meeting of ECC's stockholders or otherwise in such manner as each such attorney-in-fact and proxy (or his or her substitute) shall in his or her sole discretion deem proper with respect to, to execute any written consent concerning any matter as each such attorney-in-fact and proxy (or his or her substitute) shall in his or her sole discretion deem proper with respect to, and to otherwise act as each such attorney-in-fact and proxy (or his or her substitute) shall in his or her sole discretion deem proper with respect to, the Shares tendered herewith that have been accepted for payment by the Purchaser prior to the time any such action is taken and with respect to which the undersigned is entitled to vote (and any and all Distributions). This appointment is effective when, and only to the extent that, the Purchaser accepts for payment such Shares as provided in the Offer to Purchase. This power of attorney and proxy are irrevocable and are granted in consideration of the acceptance for payment of such Shares in accordance with the terms of the Offer. Upon such acceptance for payment, all prior powers of attorney, proxies and consents given by the undersigned with respect to the

3

Shares tendered herewith (and any and all Distributions) will, without further action, be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given (and, if given, will not be deemed effective) by the undersigned in respect of such Shares.

        The undersigned understands that the valid tender of Shares pursuant to any of the procedures described in the Offer to Purchase and in the Instructions hereto will constitute a binding agreement between the undersigned and the Purchaser upon the terms of and subject to the conditions to the Offer (and if the Offer is extended or amended, the terms or conditions of any such extension or amendment).

        Unless otherwise indicated herein in the box labeled "Special Payment Instructions," please issue the check for the purchase price and/or return any certificate(s) for Shares not tendered or accepted for payment in the name(s) of the registered holder(s) indicated herein in the box labeled "Description of Shares Tendered" on the cover page of this Letter of Transmittal. Similarly, unless otherwise indicated herein in the box labeled "Special Delivery Instructions," please mail the check for the purchase price and/or return any certificates for Shares not tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) indicated herein in the box labeled "Description of Shares Tendered" on the cover page of this Letter of Transmittal. In the event that both of the boxes herein labeled "Special Payment Instructions" and "Special Delivery Instructions," respectively, are completed, please issue the check for the purchase price and/or return any certificate(s) for Shares not tendered or accepted for payment (and any accompanying documents, as appropriate) in the name of, and deliver such check and/or return such certificates (and any accompanying documents, as appropriate) to, the person or persons indicated therein. Please credit any Shares tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at the Book-Entry Transfer Facility from which such Shares originated. The undersigned recognizes that the Purchaser has no obligation pursuant to the Special Payment Instructions to transfer any Shares from the name of the registered holder(s) thereof if the Purchaser does not accept for payment any of the Shares so tendered.

IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE BEEN LOST OR DESTROYED, SEE INSTRUCTION 10.

SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)

            To be completed ONLY if certificate(s) for Shares not tendered or not accepted for payment and/or the check for the purchase price of Shares accepted for payment is/are to be issued in the name of someone other than the undersigned.

Issue o check o certificates to:

Name	(Please Print)
Address
	(Include Zip Code)
	(Employer Identification or Social Security Number)

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)

            To be completed ONLY if certificate(s) for Shares not tendered or not accepted for payment and/or the check for the purchase price of Shares accepted for payment is/are to be issued in the name of someone other than the undersigned at an address other than that listed above.

Issue o check o certificates to:

Name	(Please Print)
Address
	(Include Zip Code)
	(Employer Identification or Social Security Number)

(Also complete Substitute Form W-9 below)

4

SIGN HERE
(Also Complete Substitute Form W-9 Below)

Signature:
Dated:	________________________, 200__

        (Must be signed by registered holder(s) as name(s) appear(s) on the certificate(s) for the Shares or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, please provide the following information and see Instruction 5.)

Name(s):
	(Please Print)
Capacity (full title):
Address:
	(Include Zip Code)
Daytime Area Code
and Telephone Number:
Taxpayer Identification
or Social Security
Number:	(See Substitute Form W-9)

GUARANTEE OF SIGNATURE(S)
(If Required—See Instructions 1 and 5)

FOR USE BY FINANCIAL INSTITUTIONS ONLY. PLACE MEDALLION GUARANTEE IN SPACE BELOW.

Authorized Signature:
Name:	(Please Print)
Title:
Name of Firm:
Address:	(Include Zip Code)
Daytime Area Code
and Telephone Number:
Dated:	________________________, 200__

5

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

        1.    Guarantee of Signatures.    No signature guarantee is required on this Letter of Transmittal if (i) this Letter of Transmittal is signed by the registered holder(s) of Shares tendered herewith, unless such registered holder(s) has completed either the box labeled "Special Payment Instructions" or the box labeled "Special Delivery Instructions" on this Letter of Transmittal or (ii) such Shares are tendered for the account of a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agent's Medallion Program or the Stock Exchange Medallion Program or by any other "eligible guarantor institution," as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each, an "Eligible Institution"). For purposes of this Instruction, a registered holder of Shares includes any participant in the Book-Entry Transfer Facility system whose name appears on a security position listing as the owner of the Shares. In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.

        2.    Requirements of Tender.    This Letter of Transmittal is to be completed by stockholders either if certificates are to be tendered herewith or, unless an Agent's Message is utilized, if delivery of Shares is to be made pursuant to the procedures for book-entry transfer described in the Offer to Purchase to an account maintained by the Depositary at the Book Entry Transfer Facility. For a stockholder to validly tender Shares in the Offer, either (i) the certificate(s) representing the tendered Shares, together with this Letter of Transmittal (or a facsimile copy of it), properly completed and duly executed, together with any required signature guarantees and any other required documents, must be received by the Depositary at one of its addresses listed herein prior to the Expiration Date, (ii) in the case of a tender effected pursuant to a book-entry transfer (a) either this Letter of Transmittal (or a facsimile copy of it), properly completed and duly executed, together with any required signature guarantees, or an Agent's Message, and any other required documents, must be received by the Depositary at one of its addresses listed herein prior to the Expiration Date and (b) the Shares to be tendered must be delivered pursuant to the book-entry transfer procedures described in the Offer to Purchase and a Book-Entry Confirmation must be received by the Depositary prior to the Expiration Date or (iii) the tendering stockholder must comply with the guaranteed delivery procedures described in the Offer to Purchase prior to the Expiration Date.

        If a stockholder desires to tender Shares in the Offer and such stockholder's certificates representing such Shares are not immediately available, or the book-entry transfer procedures described in the Offer to Purchase cannot be completed on a timely basis, or time will not permit all required documents to reach the Depositary prior to the Expiration Date, such stockholder may tender such Shares if all the following conditions are met: (i) such tender is made by or through an Eligible Institution; (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser, is received by the Depositary at one of its addresses listed herein prior to the Expiration Date; and (iii) either (a) the certificates representing such Shares, together with this Letter of Transmittal (or a facsimile copy of it), properly completed and duly executed, and any required signature guarantees, and any other required documents, are received by the Depositary at one of its addresses listed herein within three trading days (as described below) after the date of execution of such Notice of Guaranteed Delivery or (b) in the case of a book-entry transfer effected pursuant to the book-entry transfer procedures described in the Offer to Purchase, (1) either this Letter of Transmittal (or a facsimile copy of it), properly completed and duly executed, and any required signature guarantees, or an Agent's Message, and any other required documents, is received by the Depositary at one of its addresses listed herein and (2) such Shares are delivered pursuant to the book-entry transfer procedures described in the Offer to Purchase and a Book-Entry Confirmation is received by the Depositary, in each case within three trading days after the date of execution of such Notice of Guaranteed Delivery. For purposes of the foregoing, a trading day is any day on which the American Stock Exchange is open for business.

The method of delivery of Shares to be tendered in the Offer, this Letter of Transmittal and all other required documents, including delivery through the Book-Entry Transfer Facility, is at the election and risk

6

of the tendering stockholder. Shares to be tendered in the Offer will be deemed delivered only when actually received by the Depositary (including, in the case of a book-entry transfer, by Book-Entry Confirmation). If delivery of Shares is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

        No alternative, conditional or contingent tenders will be accepted and no fractional Shares will be accepted for payment. All tendering stockholders, by execution of this Letter of Transmittal (or a facsimile copy of it), waive any right to receive any notice of the acceptance of their Shares for payment.

        3.    Inadequate Space.    If the space provided herein is inadequate, the certificate numbers and/or the number of Shares should be listed on a separate schedule attached hereto and separately signed on each page in the same manner as this Letter of Transmittal.

        4.    Partial Tenders (Applicable to Certificate Stockholders Only).    If fewer than all the Shares evidenced by any certificate submitted are to be tendered herewith, fill in the number of Shares that are to be tendered in the box entitled "Number of Shares Tendered." In any such case, new certificate(s) for the remainder of the Shares that were evidenced by the old certificate(s) will be sent to the registered holder(s), unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the acceptance of payment of, and payment for, the Shares tendered herewith. All Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

        5.    Signatures on Letter of Transmittal, Stock Powers and Endorsements.    If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered herewith, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) without any change whatsoever.

        If any of the Shares tendered herewith are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

        If any tendered Shares are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of certificates.

        If this Letter of Transmittal or any certificates or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and proper evidence, satisfactory to the Purchaser, of their authority so to act must be submitted.

        When this Letter of Transmittal is signed by the registered owner(s) of the Shares tendered herewith, no endorsements of certificates or separate stock powers are required unless payment is to be made to, or certificates for Shares not tendered or accepted for payment are to be issued to, a person other than the registered owner(s). Signatures on such certificates or stock powers must be guaranteed by an Eligible Institution.

        If this Letter of Transmittal is signed by a person other than the registered owner(s) of certificate(s) listed on the cover page, such certificate(s) must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered owner(s) appear on such certificate(s) and the signatures on such certificates or stock powers must be guaranteed by an Eligible Institution.

        6.    Stock Transfer Taxes.    Except as otherwise provided in this Instruction 6, the Purchaser will pay any stock transfer taxes with respect to the transfer and sale of Shares to it or its order in the Offer. If, however, payment of the purchase price is to be made to, or if certificates for Shares not to be tendered or not accepted for payment are to be registered in the name of, any person(s) other than the registered owner(s), or if tendered certificate(s) are registered in the name of any person(s) other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered owner(s) or such person(s)) payable on account of the transfer to such person(s) will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted.

7

        Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the certificate(s) listed in this Letter of Transmittal.

        7.    Special Payment and Delivery Instructions.    If a check is to be issued in the name of, and/or certificates for Shares not accepted for payment are to be returned to, a person other than the person signing this Letter of Transmittal, or if a check is to be sent and/or such certificates are to be returned to a person other than the person signing this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal must be completed.

        8.    Waiver of Conditions.    Subject to the terms and conditions of the Merger Agreement (as defined in the Offer to Purchaser), the Purchaser reserves the absolute right in its sole discretion to waive any of the specified conditions (other than the Minimum Condition (as defined in the Offer to Purchase)) of the Offer, in whole or in part, in the case of any Shares to be tendered herewith.

        9.    Backup Withholding.    In order to avoid backup withholding of U.S. federal income tax on payments of cash in the Offer, a stockholder tendering Shares in the Offer who is a U.S. citizen or a U.S. resident alien must, unless an exemption applies, provide the Depositary with such stockholder's correct taxpayer identification number ("TIN") on Substitute Form W-9 included below in this Letter of Transmittal and certify under penalties of perjury that such TIN is correct and that such stockholder is not subject to backup withholding. If a stockholder does not provide such stockholder's correct TIN or fails to provide the certifications described above, the Internal Revenue Service (the "IRS") may impose a penalty on such stockholder and payment of cash to such stockholder in the Offer may be subject to backup withholding of 28%.

        Backup withholding is not an additional tax. Rather, the amount of the backup withholding can be credited against the federal income tax liability of the person subject to the backup withholding, provided that the required information is given to the IRS. If backup withholding results in an overpayment of tax, a refund can be obtained by the stockholder upon filing an income tax return.

        The stockholder is required to give the Depositary the TIN (i.e., social security number or employer identification number) of the record owner(s) of the Shares tendered herewith. If such Shares are held in more than one name, or are not in the name of the actual owner(s), consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance on which number to report.

        The box in Part 3 of the Substitute Form W-9 may be checked if the tendering stockholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked, the stockholder or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Depositary will withhold 28% on all payments made prior to the time a properly certified TIN is provided to the Depositary. However, such amounts will be refunded to such stockholder if a TIN is provided to the Depositary within 60 days.

        See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for more instructions.

        Certain stockholders (including, among others, all corporations and certain foreign individuals and entities) are not subject to backup withholding.

        Tendering stockholders who are not U.S. citizens or U.S. resident aliens should complete and sign the main signature form and a Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding, copies of which may be obtained from the Depositary, in order to avoid backup withholding. Stockholders should consult their tax advisors about qualifying for exemption from backup withholding and the procedure for obtaining such exemption.

8

        10.    Lost, Destroyed or Stolen Certificates.    If any certificate representing Shares has been lost, destroyed or stolen, the stockholder should promptly notify the transfer agent for ECC common stock, Mellon Investor Services, at (212) 451-2245. The stockholder will then be instructed by Mellon Investor Services as to the steps that must be taken in order to replace such certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed certificates have been completed.

IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE COPY OF IT) TOGETHER WITH ANY SIGNATURE GUARANTEES, OR IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE AND EITHER CERTIFICATES FOR TENDERED SHARES MUST BE RECEIVED BY THE DEPOSITARY OR SHARES MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER DESCRIBED IN THE OFFER TO PURCHASE, IN EACH CASE PRIOR TO THE EXPIRATION DATE, OR THE TENDERING STOCKHOLDER MUST COMPLY WITH THE PROCEDURES FOR GUARANTEED DELIVERY DESCRIBED IN THE OFFER TO PURCHASE.

PAYERS NAME: ________________________
SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service	Part 1—PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.	Social Security Number(s) OR      Employer Identification Number
	Part 2—Certification. Under penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding and (3) I am a U.S. person (including a U.S. resident alien).
Payers Request for Taxpayer Identification Number (TIN) and Certifications	Certificate Instructions    Certification Instructions You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax returns. However, if after being notified by the IRS that you are subject to backup withholding, you received another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out such item (2). If you are exempt from backup withholding, check the box in Part 4 above.	Part 4 Exempt TIN    o

Signature of US Person: Date

NOTE:	Failure to complete and return this Substitute Form W-9 may result in backup withholding of 28% of any payments made to you in the Offer. Please review the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional information.
You must complete the following certificate if you checked the box in part 3 of Substitute Form W-9.

9

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

            I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number to the Depositary, 28% of all reportable payments made to me will be withheld, but will be refunded to me if I provide a certified taxpayer identification number within 60 days.

Signature Date , 200_

Manually signed facsimile copies of this Letter of Transmittal will be accepted. This Letter of Transmittal, certificates for Shares and any other required documents should be sent or delivered by each stockholder or such stockholder's broker, dealer, bank, trust company or other nominee to the Depositary at one of its addresses listed below.

By Mail:	By Facsimile Transmission:	By Hand or Overnight Courier:
Computershare Trust Company	For Eligible Institutions Only:	Computershare Trust Company
of New York	(212) 701-7636	of New York
Wall Street Station		Wall Street Plaza
P.O. Box 1010	For Confirmation Only	88 Pine Street, 19th Floor
New York, NY 10268-1010	Telephone:	New York, NY 10005
	(212) 701-7600

        Questions regarding the Offer, and requests for assistance in connection with the Offer, may be directed to the Information Agent at its address and telephone numbers listed below. Additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery or any other materials related to the Offer may be obtained from the Information Agent and will be furnished promptly free of charge. You may also contact your broker, dealer, bank, trust company or other nominee for assistance concerning the Offer.

Georgeson Shareholder Communications Inc.
17 State Street, 10th Floor
New York, New York 10004
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll Free: (866) 295-8173

10

QuickLinks

LETTER OF TRANSMITTAL To Tender Shares of Common Stock of ECC International Corp. Pursuant to the Offer to Purchase Dated August 27, 2003 by CDA Acquisition Corporation, A Wholly Owned Subsidiary of Cubic Corporation

EX-99.(A)(3)

QuickLinks -- Click here to rapidly navigate through this document

Exhibit (a)(3)

Notice of Guaranteed Delivery

for

Tender of Shares of Common Stock

of

ECC International Corp.

to

CDA Acquisition Corporation,
a Wholly Owned Subsidiary of
Cubic Corporation

(not to be used for signature guarantees)

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON SEPTEMBER 24, 2003 UNLESS THE OFFER IS EXTENDED.

        This Notice of Guaranteed Delivery, or a form substantially equivalent hereto, must be used to accept the Offer (as defined below) (i) if certificates ("Share Certificates") representing shares of common stock, par value $0.10 per share ("Shares"), of ECC International Corp., a Delaware corporation ("ECC"), are not immediately available, (ii) if Share Certificates and all other required documents cannot be delivered to Computershare Trust Company of New York, the depositary for the Offer (the "Depositary") or (iii) if the procedures for book-entry transfer cannot be completed on a timely basis. This form may be delivered by hand to the Depositary or transmitted by facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution (as defined in the Purchaser's Offer to Purchase, dated August 27, 2003 (the "Offer to Purchase")). See Section 2 of the Offer to Purchase.

The Depositary for the Offer is:

By Mail:	By Facsimile Transmission:	By Hand or Overnight Courier:
Computershare Trust Company	For Eligible Institutions Only:	Computershare Trust Company
of New York	(212) 701-7636	of New York
Wall Street Station		Wall Street Plaza
P.O. Box 1010	For Confirmation Only	88 Pine Street, 19th Floor
New York, NY 10268-1010	Telephone:	New York, NY 10005
	(212) 701-7600

Delivery of this Notice of Guaranteed Delivery to an address other than as set forth above or transmission of instructions via a facsimile to a number other than as set forth above will not constitute a valid delivery to the Depositary. Deliveries to ECC or Georgeson Shareholder Communications, Inc., the Information Agent for the Offer, will not be forwarded to the Depositary and therefore will not constitute valid delivery.

This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal for the Offer is required to be guaranteed by an "Eligible Institution" (as defined in the Offer to Purchase) under the Instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on such Letter of Transmittal.

The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal or an Agent's Message (as defined in the Offer to Purchase) and shares to the Depositary in the time period provided for herein. Failure to do so could result in a financial loss to such Eligible Institution.

The guarantee on the reverse side must be completed.

        Ladies and Gentlemen:

        The undersigned hereby tenders to CDA Acquisition Corporation, a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Cubic Corporation, a Delaware corporation, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"), receipt of which is hereby acknowledged, the number of Shares set forth below, all pursuant to the guaranteed delivery procedures set forth in Section 2 of the Offer to Purchase.

Number of Shares:                         

Certificate Nos. (if available): ____________________________________________________________

(Check box if Shares will be tendered by book-entry transfer) o The Depository Trust Company

Account Number: ____________________________________________________________

Date ________________________________________________________________________

Name(s) of Record Holder(s): ____________________________________________________________

______________________________________________________________________________________
(Please Print)

Address(es): ____________________________________________________________

______________________________________________________________________________________
(Zip Code)

Daytime Area Code and Telephone Number: ________________________________________________

Signature(s): ____________________________________________________________

2

GUARANTEE
(not to be used for signature guarantee)

        The undersigned, a firm that is a participant in the Security Transfer Agent's Medallion Program or the Stock Exchange Medallion Program or an "eligible guarantor institution," as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees to deliver to the Depositary either the certificates representing the Shares tendered herewith, in proper form for transfer, or a Book-Entry Confirmation (as defined in Section 2 of the Offer to Purchase) with respect to such Shares, in any such case together with a properly completed and duly executed Letter of Transmittal for the Offer (or a facsimile copy of it), with any required signature guarantees, or an Agent's Message (as defined Section 2 of the Offer to Purchase), and any other required documents, within three American Stock Exchange trading days (as described in the Letter of Transmittal for the Offer) after the date hereof.

        The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver a Letter of Transmittal for the Offer or an Agent's Message and certificates for Shares to the Depositary within the time period provided for herein. Failure to do so could result in a financial loss to such Eligible Institution.

Name of Firm: ____________________________________________________________

Address(es): ____________________________________________________________

______________________________________________________________________________________
(Zip Code)

Daytime Area Code and Telephone Number: ________________________________________________

Authorized Signature

Name: ________________________________________________________________________
Please Type or Print

Title: ____________________________________________________________

Date: ____________________________________________________________

Address(es): ____________________________________________________________

NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE. SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL FOR THE OFFER.

3

QuickLinks

Notice of Guaranteed Delivery for Tender of Shares of Common Stock of ECC International Corp. to CDA Acquisition Corporation, a Wholly Owned Subsidiary of Cubic Corporation (not to be used for signature guarantees)
GUARANTEE (not to be used for signature guarantee)

EX-99.(A)(4)

QuickLinks -- Click here to rapidly navigate through this document

Exhibit (a)(4)

Offer to Purchase for Cash
All Outstanding Shares of Common Stock

of

ECC International Corp.

at

$5.25 Net per Share

by

CDA Acquisition Corporation,
a Wholly Owned Subsidiary of
Cubic Corporation

(not to be used for signature guarantees)

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON SEPTEMBER 24, 2003, UNLESS THE OFFER IS EXTENDED.

To Brokers, Dealers, Banks,
Trust Companies and other Nominees:

        We are CDA Acquisition Corporation, a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Cubic Corporation, a Delaware corporation ("Cubic"). We are making an offer to purchase all of the outstanding shares of common stock, par value $0.10 per share (the "Shares"), of ECC International Corp., a Delaware corporation ("ECC"), at a price of $5.25 per share (the "Offer Price"), net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in our Offer to Purchase, dated August 27, 2003 (the "Offer to Purchase"), and in the Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). Please furnish copies of the enclosed materials to those of your clients for whom you hold Shares that are registered in your name or in the name of your nominee.

        Holders of Shares who wish to tender their Shares but whose certificates for such Shares (the "Share Certificates") are not immediately available, who cannot complete the procedures for book-entry transfer on a timely basis, or who cannot deliver all other required documents to Computershare Trust Company of New York (the "Depositary") prior to the Expiration Date (as defined in the Offer to Purchase) must tender their Shares according to the guaranteed delivery procedure set forth in the Offer to Purchase.

        Enclosed herewith are copies of the following documents:

        1.     The Offer to Purchase dated August 27, 2003;

        2.     The Letter of Transmittal to be used by stockholders of ECC to tender Shares in the Offer (manually signed facsimile copies of the Letter of Transmittal may also be used to tender Shares);

        3.     A letter to stockholders of ECC from the Chief Executive Officer of ECC, accompanied by ECC's Solicitation/Recommendation Statement on Schedule 14D-9 filed with the United States Securities and Exchange Commission by ECC which includes the unanimous recommendation of ECC's board of directors that ECC stockholders accept the Offer and tender their Shares to us pursuant to the Offer;

        4.     A printed form of letter that may be sent to your clients for whose account you hold Shares that are registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Offer;

        5.     Notice of Guaranteed Delivery to be used to accept the Offer if Share Certificates are not immediately available or if such certificates and all other required documents cannot be delivered to the Depositary or if the procedures for book-entry transfer cannot be completed on a timely basis;

        6.     Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9; and

        7.     Return envelope addressed to Computershare Trust Company of New York as the Depositary for the Offer.

We urge you to contact your clients promptly. Please note that the Offer and withdrawal rights will expire at 12:00 midnight, New York City time, on September 24, 2003, unless the Offer is extended.

        This Offer is being made pursuant to an Agreement and Plan of Merger, dated as of August 20, 2003 (the "Merger Agreement"). Following our purchase of shares of ECC common stock in the Offer and the satisfaction or waiver of each of the applicable conditions set forth in the Merger Agreement, we will be merged with and into ECC (the "Merger"), with ECC surviving the Merger as a wholly owned subsidiary of Cubic. As a result of the Merger, each outstanding share of ECC common stock (other than shares owned by Cubic, us, ECC or any wholly owned subsidiary of Cubic or ECC, or by any stockholder of ECC who is entitled to and properly exercises appraisal rights under Delaware law) will be converted into the right to receive the Offer Price.

        ECC's board of directors has, at a meeting held on August 20, 2003, by the unanimous vote of all directors of ECC, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are fair to and in the best interests of ECC's stockholders, (ii) approved and adopted the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, in accordance with the General Corporation Law of the State of Delaware and (iii) declared that the Merger Agreement is advisable. Accordingly, ECC's board of directors unanimously recommends that the stockholders of ECC accept the Offer and tender their shares of ECC common stock to us in the Offer and, if required, vote to adopt the Merger Agreement and approve the Merger.

        The Offer is conditioned upon, among other things, there being validly tendered in accordance with the terms of the Offer and not withdrawn prior to the Expiration Date (as defined in the Offer to Purchase) shares of ECC common stock that, together with any shares of ECC common stock then owned by Cubic or any wholly owned subsidiary of Cubic (including us), represent a majority of the Fully Diluted Number of Company Shares. The term "Fully Diluted Number of Company Shares" is defined in the Merger Agreement as the sum of all shares of ECC capital stock outstanding immediately prior to our acceptance of tenders pursuant to the Offer, plus the aggregate number of shares of ECC capital stock issuable upon the exercise of any then-outstanding "in the money" options, warrants or other rights to acquire capital stock of ECC or upon conversion of any then-outstanding security convertible into capital stock of ECC. An option or warrant is considered "in the money" for these purposes if the exercise price of such option or warrant is less than $5.25 per share. The foregoing condition is referred to as the "Minimum Condition."

        Each of ECC's directors, executive officers and stockholders with representatives on the board of directors of ECC have entered into stockholder tender agreements with Cubic pursuant to which they have agreed, in their respective capacities as stockholders of ECC, to tender all of their shares of ECC common stock, as well as any additional shares of ECC common stock that they may acquire (pursuant to ECC stock options or otherwise), to us in the Offer, and to also cause any person that they or any of their affiliates or associates controls to do so. The parties to the stockholder tender agreements have also agreed to vote all of their shares of ECC common stock, and to also cause any person that they or any of their affiliates or associates controls to vote all of such person's shares of ECC common stock,

2

against any action that would result in a breach of the Merger Agreement, against any competing acquisition proposal, against any proposal to change a majority of the board of directors of ECC, against any action that would cause the conditions to the acceptance of the Offer or completion of the Merger not to be met and against any action intended or reasonably expected to interfere with the Offer or Merger. As of August 20, 2003, the stockholders who executed stockholder tender agreements, and persons that they or their affiliates or associates control, held in the aggregate 2,897,428 shares of ECC common stock, which represented approximately 36.6% of the outstanding shares of ECC common stock as of that date. The stockholder tender agreements terminate upon any termination of the Merger Agreement.

        On the terms of and subject to the conditions to the Offer, promptly after the Expiration Date, the Purchaser will accept for payment, and will pay for, all Shares validly tendered to the Purchaser and not withdrawn prior to the Expiration Date. To validly tender Shares in the Offer (i) the certificate(s) representing the tendered Shares, together with the Letter of Transmittal (or a facsimile copy of it), properly completed and duly executed, together with any required signature guarantees and any other required documents must be received by the Depositary prior to the Expiration Date, (ii) in the case of a tender effected pursuant to the book-entry transfer procedures described in the Offer to Purchase (a) either the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees, or an Agent's Message (as defined in the Offer to Purchase), and any other required documents, must be received by the Depositary prior to the Expiration Date and (b) the Shares to be tendered must be delivered pursuant to the book-entry transfer procedures described in the Offer to Purchase and a Book-Entry Confirmation (as defined in the Offer to Purchase), must be received by the Depositary prior to the Expiration Date or (iii) the tendering stockholder must comply with the guaranteed delivery procedures described in the Offer to Purchase prior to the Expiration Date.

        Neither we nor Cubic will pay any fees or commissions to any broker or dealer or other person (other than to the Depositary, the Information Agent and, in the event that the laws of one or more jurisdictions require the Offer to be made by a broker or dealer licensed in such jurisdiction, to such broker or dealer) in connection with the solicitation of tenders of shares of ECC common stock in connection with the Offer. Upon request, we will reimburse brokers, dealers, banks, trust companies and other nominees for customary mailing and handling expenses incurred by them in forwarding material to their customers.

        Questions regarding the Offer, and requests for additional copies of the enclosed material, may be directed to the Information Agent at the address and telephone number listed on the back cover of the Offer to Purchase.

Very truly yours,

CDA Acquisition Corp.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR ANY OTHER PERSON THE AGENT OF US, CUBIC, THE DEPOSITARY OR THE INFORMATION AGENT OR AUTHORIZE YOU OR ANY OTHER PERSON TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF US OR ANY OF THEM WITH RESPECT TO THE OFFER NOT CONTAINED IN THE OFFER TO PURCHASE OR THE LETTER OF TRANSMITTAL FOR THE OFFER.

3

QuickLinks

Offer to Purchase for Cash All Outstanding Shares of Common Stock of ECC International Corp. at $5.25 Net per Share by CDA Acquisition Corporation, a Wholly Owned Subsidiary of Cubic Corporation (not to be used for signature guarantees)

EX-99.(A)(5)

QuickLinks -- Click here to rapidly navigate through this document

Exhibit (a)(5)

Offer to Purchase for Cash
All Outstanding Shares of Common Stock

of

ECC International Corp.

at

$5.25 Net per Share

by

CDA Acquisition Corporation,
a Wholly Owned Subsidiary of
Cubic Corporation

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON SEPTEMBER 24, 2003 UNLESS THE OFFER IS EXTENDED.

To Our Clients:

        Enclosed for your consideration is an Offer to Purchase, dated August 27, 2003 (the "Offer to Purchase"), and the Letter of Transmittal (which, together with amendments or supplements thereto, collectively constitute the "Offer") relating to the Offer by CDA Acquisition Corporation, a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Cubic Corporation, a Delaware corporation ("Cubic"), to purchase all of the outstanding shares of common stock, par value $0.10 per share (the "Shares"), of ECC International Corp., a Delaware corporation ("ECC"), at a price of $5.25 per share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer. Also enclosed for your consideration is a letter to the stockholders of ECC from the Chief Executive Officer of ECC, accompanied by ECC's Solicitation/Recommendation Statement on Schedule 14D-9.

        We (or our nominees) are the holder of record of Shares held by us for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The enclosed Letter of Transmittal is furnished to you for your information only and cannot be used to tender Shares held by us for your account.

        We request instructions as to whether you wish to tender any or all of the Shares held by us for your account pursuant to the terms and conditions set forth in the Offer.

        Your attention is directed to the following:

        1.     The offer price for the Offer is $5.25 per Share, net to the seller in cash (without interest thereon) (the "Offer Price"), upon the terms of and subject to the conditions to the Offer.

        2.     The Offer is being made for all outstanding Shares.

        3.     The Offer is conditioned upon, among other things, there being validly tendered in accordance with the terms of the Offer and not withdrawn prior to the Expiration Date (as defined below), Shares that, together with any shares of ECC common stock then owned by Cubic or any wholly owned subsidiary of Cubic (including the Purchaser), represent a majority of the "Fully Diluted Number of Company Shares," which is defined in the Merger Agreement as the sum of all shares of ECC capital stock outstanding immediately prior to our acceptance of tenders pursuant to the Offer, plus the aggregate number of shares of ECC capital stock issuable upon the exercise of any then-outstanding "in the money" options, warrants or other rights to acquire capital stock of ECC or upon the conversion of any then-outstanding security convertible into capital stock of ECC. An option or warrant is considered "in the money" for these purposes if the exercise price

of such option or warrant is less than $5.25 per share. The foregoing condition is referred to as the "Minimum Condition." Each of ECC's directors, executive officers and stockholders with representatives on the board of directors of ECC have entered into stockholder tender agreements with Cubic pursuant to which they have agreed, in their respective capacities as stockholders of ECC, to tender all of their shares of ECC common stock, as well as any additional shares of ECC common stock that they may acquire (pursuant to ECC stock options or otherwise), to the Purchaser in the Offer, and to also cause any person that they or any of their affiliates or associates controls to do so. The parties to the stockholder tender agreements have also agreed to vote all of their shares of ECC common stock, and to also cause any person that they or any of their affiliates or associates controls to vote all of such person's shares of ECC common stock, against any action that would result in a breach of the Merger Agreement (as defined below), against any competing acquisition proposal, against any proposal to change a majority of the board of directors of ECC, against any action that would cause the conditions to the acceptance of the Offer or completion of the Merger (as defined below) not to be met and against any action intended or reasonably expected to interfere with the Offer or Merger. The Offer is subject to certain other conditions contained in Sections 1 and 13 of the Offer to Purchase.

        4.     The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of August 20, 2003 (the "Merger Agreement"), by and among Cubic, the Purchaser and ECC pursuant to which, following the purchase of shares of ECC common stock in the Offer and the satisfaction or waiver of certain conditions, the Purchaser will be merged with and into ECC (the "Merger"), with ECC surviving the Merger as a wholly owned subsidiary of Cubic. As a result of the Merger, each outstanding Share (other than Shares owned by Cubic, the Purchaser, ECC or any wholly owned subsidiary of Cubic or ECC, or by any stockholder of ECC who is entitled to and properly exercises appraisal rights under Delaware law) will be converted into the right to receive the price per Share paid in the Offer in cash, without interest thereon.

        5.     ECC's board of directors has, at a meeting held on August 20, 2003, by the unanimous vote of all directors of ECC, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are fair to and in the best interests of ECC's stockholders, (ii) approved and adopted the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, in accordance with the General Corporation Law of the State of Delaware, and (iii) declared that the Merger Agreement is advisable. Accordingly, ECC's board of directors unanimously recommends that the stockholders of ECC accept the Offer and tender their shares of ECC common stock to the Purchaser in the Offer and, if required, vote to adopt the Merger Agreement and approve the Merger.

        6.     The Offer and withdrawal rights expire at 12:00 midnight, New York City time, on September 24, 2003 (the "Expiration Date"), unless the Offer is extended by the Purchaser, in which event the term Expiration Date shall mean the latest time at which the Offer, as so extended by the Purchaser, will expire.

        7.     Any stock transfer taxes applicable to a sale of Shares to the Purchaser will be borne by the Purchaser, except as otherwise set forth in Instruction 6 of the Letter of Transmittal.

        8.     Tendering stockholders will not be obligated to pay brokerage fees or commissions to the Depositary or the Information Agent, or except as set forth in Instruction 6 of the Letter of Transmittal for the Offer, transfer taxes on the purchase of Shares by the Purchaser in the Offer. However, federal income tax backup withholding at a rate of 28% may be required, unless the required taxpayer identification information is provided or an exemption is available. See the Letter of Transmittal for the Offer for more information.

        Your instructions to us should be forwarded promptly to permit us to submit a tender on your behalf prior to the Expiration Date.

2

        If you wish to have us tender any or all of the Shares held by us for your account, please so instruct us by completing, executing and returning to us the instruction form. An envelope to return your instructions to us is enclosed. If you authorize the tender of your Shares, all such Shares will be tendered unless otherwise specified on the detachable part hereof. Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf prior to the Expiration Date.

        On the terms of and subject to the conditions to the Offer, promptly after the Expiration Date, the Purchaser will accept for payment, and pay for, all Shares validly tendered to the Purchaser in the Offer and not withdrawn prior to the Expiration Date. To validly tender Shares in the Offer (i) the certificate(s) representing the tendered Shares, together with the Letter of Transmittal (or a facsimile copy of it), properly completed and duly executed, together with any required signature guarantees and any other required documents, must be received by the Depositary for the Offer prior to the Expiration Date, (ii) in the case of a tender effected pursuant to the book-entry transfer procedures described in the Offer to Purchase (a) either the Letter of Transmittal (or a facsimile copy of it), properly completed and duly executed, together with any required signature guarantees, or an Agent's Message described in the Offer to Purchase, and any other required documents, must be received by the Depositary prior to the Expiration Date and (b) the Shares to be tendered must be delivered pursuant to the book-entry transfer procedures described in the Offer to Purchase and a Book-Entry Confirmation described in the Offer to Purchase must be received by the Depositary prior to the Expiration Date or (iii) the tendering stockholder must comply with the guaranteed delivery procedures described in the Offer to Purchase prior to the Expiration Date.

Under no circumstances will interest be paid on the purchase price of the Shares to be paid by the Purchaser, regardless of any extension of the Offer or any delay in making such payment.

        The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. In those jurisdictions where securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by the Purchaser.

3

INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE
FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK
OF ECC INTERNATIONAL CORP.

        The undersigned acknowledge(s) receipt of your letter, the Offer to Purchase of CDA Acquisition Corporation, dated August 27, 2003 (the "Offer to Purchase"), and the Letter of Transmittal relating to shares of common stock, par value $0.10 per share (the "Shares"), of ECC International Corp., a Delaware corporation.

        This will instruct you to tender the number of Shares indicated below (or, if no number is indicated below, all Shares) held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer to Purchase and Letter of Transmittal.

        Number of Shares to be Tendered(1):

(1)

Unless otherwise indicated, it will be assumed that all your Shares are to be tendered.

                                 Shares

SIGN HERE

Signature(s)

Please Type or Print Name(s)

Please Type or Print Address(es)

Area Code and Telephone Number

Taxpayer Identification or Social Security No.

Dated:                         , 200  

4

QuickLinks

Offer to Purchase for Cash All Outstanding Shares of Common Stock of ECC International Corp. at $5.25 Net per Share by CDA Acquisition Corporation, a Wholly Owned Subsidiary of Cubic Corporation

EX-99.(A)(6)

QuickLinks -- Click here to rapidly navigate through this document

Exhibit (a)(6)

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number for the Payee (You) to Give the Payer.

        Social Security numbers have nine digits separated by two hyphens: e.g., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: e.g., 00-0000000. The table below will help determine the number to give the payer.

For this type of account:			Give the SOCIAL SECURITY number of	For this type of account:		Give the EMPLOYER IDENTIFICATION number of
1.	An individual's account		The individual	6.	Single-owner LLC	The owner(3)
2.	Two or more individuals (joint account)		The actual owner of the account or, if combined funds, any one of the individuals(1)	7.	A valid trust, estate, or pension trust	The legal entity(4)
3.	Custodian account of a minor (Uniform Gift to Minors Act)		The minor(2)	8.	Corporate account	The corporation
4.	a.	The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)	9.	Partnership or multi-member LLC account held in the name of the business	The partnership
	b.	So-called trust account that is not a legal or valid trust under State law	The actual owner(1)	10.	Association, club, religious, charitable, educational or other tax-exempt organization	The organization
5.	Sole proprietorship account		The owner(3)	11.	A broker or registered nominee	The broker or nominee
				12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)

List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person's number must be furnished.

(2)

Circle the minor's name and furnish the minor's social security number.

(3)

You must show your individual name, but you may also enter your business or "doing business as" name. You may use either your social security number or your employer identification number (if you have one).

(4)

List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Obtaining a Number

        If you don't have a taxpayer identification number or you don't know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service (IRS) and apply for a number.

Payees Exempt From Backup Withholding

        Payees specifically exempted from backup withholding include the following:

•

A corporation.



•

A financial institution.



•

An organization exempt from tax under Section 501(a), or an individual retirement plan.



•

The United States or any agency or instrumentality thereof.



•

A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof.



•

A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.



•

An international organization or any agency, or instrumentality thereof.



•

A registered dealer in securities or commodities registered in the United States or a possession of the United States.



•

A real estate investment trust.



•

A common trust fund operated by a bank under Section 584(a).



•

An exempt charitable remainder trust, or a non-exempt trust described in Section 4947(a)(1).



•

An entity registered at all times under the Investment Company Act of 1940.



•

A foreign central bank of issue.

        Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

•

Payments to nonresident aliens subject to withholding under Section 1441.



•

Payments to partnerships not engaged in a trade or business in the United States and which have at least one nonresident alien partner.



•

Payments of patronage dividends where the amount received is not paid in money.



•

Payments made by certain foreign organizations.



•

Payments made to a nominee.

        Payments of interest not generally subject to backup withholding include the following:

•

Payments of interest on obligations issued by individuals.

Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer's trade or business and you have not provided your correct taxpayer identification number to the payer

•

Payments of tax-exempt interest (including exempt-interest dividends under Section 852).



•

Payments described in Section 6049(b)(5) to nonresident aliens.



•

Payments on tax-free covenant bonds under Section 1451.



•

Payments made by certain foreign organizations.



•

Payments made to a nominee.

        Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE EXEMPT ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.

        Certain payments other than interest dividends, and patronage dividends, that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under sections 6041, 6041A(a), 6045, and 6050A.

        Privacy Act Notice.    Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to IRS. IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividends, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

        (1)   PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

        (2)   CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

        (3)   CRIMINAL PENALTY FOR FALSIFYING INFORMATION. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

QuickLinks

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

EX-99.(A)(7)

QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT (a)(7)

Cubic Corporation to Acquire ECC International Corporation

San Diego, Calif. and Orlando, Fl.—Aug. 21, 2003—San Diego-based Cubic Corporation (AMEX:CUB) and Orlando, FL-based ECC International Corporation (AMEX:ECC), today announced that they have signed a definitive merger agreement providing for the acquisition of ECC by Cubic. Under the terms of the agreement, Cubic has agreed to make a tender offer for all of the outstanding shares of ECC common stock at a price of $5.25 per share, which will, if completed, result in an aggregate consideration to ECC's stockholders of approximately $42.3 million. The offer is expected to commence on August 27, 2003 and expire, if not extended by Cubic, at midnight, Eastern Time on September 24, 2003. The tender offer will be followed by a merger in which Cubic will acquire, at the same per share price, the remaining shares of ECC not acquired in the tender offer.

        The Board of Directors of ECC has unanimously approved the transaction and is recommending that stockholders tender their shares of ECC common stock to Cubic in the tender offer. In addition, stockholders, including Warren Lichtenstein and Steel Partners II, L.P., holding approximately 37 percent of the outstanding common stock of ECC have agreed to tender their shares to Cubic in the tender offer. The tender offer is subject to certain customary conditions, including the tender of at least a majority of ECC's common stock on a fully diluted basis. Imperial Capital LLC acted as financial advisor to ECC for this transaction.

        In announcing the merger agreement, Walter J. Zable, Cubic Chairman, President and Chief Executive Officer, said: "The acquisition of ECC by Cubic will benefit the employees, customers and investors of both companies. We look forward to the growth opportunities of the combined companies."

        Merrill A. McPeak, ECC International Chairman of the Board, said: "We believe that ECC's growth potential will be significantly enhanced by becoming part of a strong company like Cubic." "This transaction will further strengthen Cubic's position in the defense marketplace by broadening the scope of our core training business to include virtual simulation. Once the acquisition is completed, we will have a significant presence in all three simulation domains: live, virtual and constructive," said Gerald R. Dinkel, President and CEO of the Cubic Defense Applications Group. "In addition, ECC's presence in Orlando will provide a strong base for growing Cubic's already considerable business with key U.S. Army, Navy, Air Force and Marine Corps simulation customers in Florida."

        The foregoing summary is a general description of certain pricing and related terms contained in the definitive agreement for the proposed transaction, and is qualified in its entirety by reference to the definitive agreement, a copy of which will be filed by Cubic with the United States Securities and Exchange Commission.

        This announcement is not an offer to purchase nor a solicitation of an offer to sell shares. The tender offer for the outstanding shares of ECC common stock described in this press release has not yet commenced. At the time the tender offer is commenced, Cubic will file a Tender Offer Statement on Schedule TO, and ECC will file a Solicitation/ Recommendation Statement on Schedule 14D-9, with the United States Securities and Exchange Commission. Cubic and ECC also expect to mail an Offer to Purchase, the Schedule 14D-9 and related tender offer materials to stockholders of ECC. Investors and security holders of ECC are urged to read the Offer to Purchase and other relevant materials when they become available because they will contain important information about the proposed transaction. Investors and security holders may obtain a free copy of these materials (when they are available) and other documents filed with the United States Securities and Exchange Commission at the SEC's web site at www.sec.gov. A free copy, when it becomes available, may also be obtained from Georgeson Shareholder Communications, 17 State Street, 10^th Floor, New York, NY, 10004.

1

About Cubic Corporation

        Cubic Corporation is parent to two major segments: defense and transportation. The Cubic Defense Applications group provides realistic combat training systems for military forces as well as simulation, force modernization, educational, operations and maintenance and manufacturing services. The group also supplies products and systems for Command, Control, Communications, Computers, Intelligence, Surveillance and Reconnaissance (C4ISR) applications, search and rescue avionics, and radio communications for military and civil markets. The Cubic Transportation Systems group designs and manufactures automatic fare collection systems for public mass transit, including rail and buses, throughout the world.

About ECC International

        Orlando, Fla.-based ECC International is a world leader in the design, development and production of simulators and related training programs for crew, operator and maintainer training. ECC provides a wide range of products and services used by all branches of the U.S. Department of Defense and by armed forces in 25 other countries.

SAFE HARBOR: This press release contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on management's beliefs and assumptions, current expectations, estimates and projections. Such statements, including statements relating to Cubic's ability to complete the tender offer, the anticipated benefits of the acquisition, the integration of ECC and Cubic, Cubic's and ECC's expectations for future financial performance and the impact of the acquisition on the growth of the combined companies, are not historical facts and are forward-looking statements under the federal securities laws. These statements may contain words such as "will," "believes," "anticipates," "plans," "expects," "intends," "estimates" or similar expressions. These statements are not guarantees of the companies' future performance and are subject to risks, uncertainties and other important factors that could cause actual performance or achievements to differ materially from those expressed or implied by these forward-looking statements and include, without limitation, the risk that the tender offer may not be successful, that the definitive agreement between Cubic and ECC will be terminated, that ECC and Cubic will not be able to integrate their operations as expected, that the acquisition of ECC will not produce the anticipated benefits to the combined company and other risks or uncertainties detailed in such companies' Securities and Exchange Commission filings. Given these uncertainties, you should not rely on forward-looking statements. The companies undertake no obligations to update any forward-looking statements, whether as a result of new information, future events or otherwise.

2

QuickLinks

Cubic Corporation to Acquire ECC International Corporation

EX-99.(A)(8)

QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT (a)(8)

THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SHARES OF ECC COMMON STOCK. THE OFFER (AS DEFINED BELOW) DESCRIBED HEREIN IS MADE SOLELY BY THE OFFER TO PURCHASE DATED AUGUST 27, 2003 AND THE RELATED LETTER OF TRANSMITTAL AND ANY AMENDMENTS OR SUPPLEMENTS THERETO, EACH OF WHICH IS BEING DELIVERED TO HOLDERS OF ECC COMMON STOCK. THE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS OF SHARES OF ECC COMMON STOCK IN ANY JURISDICTION IN WHICH THE MAKING OF THE OFFER OR THE ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION OR ANY ADMINISTRATIVE OR JUDICIAL ACTION PURSUANT THERETO. SUBJECT TO THE TERMS AND CONDITIONS OF THE MERGER AGREEMENT (AS DEFINED BELOW), THE PURCHASER (AS DEFINED BELOW) MAY, IN ITS DISCRETION, TAKE SUCH ACTION AS IT MAY DEEM NECESSARY TO MAKE THE OFFER IN ANY SUCH JURISDICTION AND EXTEND THE OFFER TO HOLDERS OF SHARES OF ECC COMMON STOCK IN SUCH JURISDICTION. IN THOSE JURISDICTIONS WHERE SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER WILL BE DEEMED TO BE MADE ON BEHALF OF THE PURCHASER BY ONE OR MORE REGISTERED BROKERS OR DEALERS LICENSED UNDER THE LAWS OF SUCH JURISDICTION TO BE DESIGNATED BY THE PURCHASER.

NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
ECC INTERNATIONAL CORP.
BY
CDA ACQUISITION CORPORATION,
A WHOLLY OWNED SUBSIDIARY OF
CUBIC CORPORATION
AT
$5.25 NET PER SHARE

CDA Acquisition Corporation, a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Cubic Corporation, a Delaware corporation ("Cubic"), is offering to purchase all of the outstanding shares of common stock, par value $0.10 per share, of ECC International Corp., a Delaware corporation ("ECC"), at a price of $5.25 per share, net to the seller in cash, without interest thereon (the "Offer Price"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 27, 2003 (the "Offer to Purchase") and the related Letter of Transmittal which, together with any amendments or supplements thereto, collectively constitute the "Offer" described herein. Tendering ECC stockholders whose shares of ECC common stock are registered in their own names and who tender their shares directly to Computershare Trust Company of New York (the "Depositary") will not be obligated to pay brokerage fees or commissions in connection with the Offer or, except as set forth in Instruction 6 of the Letter of Transmittal, transfer taxes on the sale of shares in the Offer. Stockholders of ECC who hold their shares of ECC common stock through brokers, dealers, banks, trust companies or other nominees should consult with such institutions to determine whether they will charge any service fees for tendering such stockholder's shares to the Purchaser in the Offer. The Purchaser is offering to acquire all of the shares of ECC common stock as a first step in Cubic acquiring the entire equity interest in, and thus control of, ECC. Following the purchase of shares of ECC common stock in the Offer, the Purchaser intends to complete the Merger described below to enable Cubic to acquire all of the outstanding shares of ECC common stock that are not tendered to and accepted for payment by the Purchaser in the Offer.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON SEPTEMBER 24, 2003 UNLESS THE OFFER IS EXTENDED.

1

The Offer is conditioned upon, among other things, there being validly tendered in accordance with the terms of the Offer and not withdrawn prior to the Expiration Date (as defined below) shares of ECC common stock that, together with any shares of ECC common stock then owned by Cubic or any wholly owned subsidiary of Cubic (including the Purchaser), represent at least a majority of the "Fully Diluted Number of Company Shares." "Fully Diluted Number of Company Shares" is defined in the Merger Agreement (as defined below) as the sum of all shares of ECC capital stock outstanding immediately prior to the Purchaser's acceptance of tenders pursuant to the Offer, plus the aggregate number of shares of ECC capital stock issuable upon the exercise of any then-outstanding "in the money" options, warrants or other rights to acquire capital stock of ECC or upon the conversion of any then outstanding security convertible into capital stock of ECC. An option or warrant is considered "in the money" for these purposes if the exercise price of such option or warrant is less than $5.25 per share. The foregoing condition is referred to as the "Minimum Condition." The Offer is also subject to other conditions described in Section 13 (Certain Conditions to the Offer) of the Offer to Purchase.

Each of ECC's directors, executive officers and stockholders with representatives on the board of directors of ECC have entered into stockholder tender agreements with Cubic pursuant to which they have agreed, in their respective capacities as stockholders of ECC, to tender all of their shares of ECC common stock, as well as any additional shares of ECC common stock that they may acquire (pursuant to ECC stock options or otherwise), to the Purchaser in the Offer, and to also cause any person that they or any of their affiliates or associates controls to do so. The parties to the stockholder tender agreements have also agreed to vote all of their shares of ECC common stock, and to also cause any person that they or any of their affiliates or associates controls to vote all of such person's shares of ECC common stock, against any action that would result in a breach of the Merger Agreement, against any competing acquisition proposal, against any proposal to change a majority of the board of directors of ECC, against any action that would cause the conditions to the acceptance of the Offer or completion of the Merger (as defined below) not to be met and against any action intended or reasonably expected to interfere with the Offer or Merger. As of August 20, 2003, the stockholders who executed stockholder tender agreements, and persons that they or their affiliates or associates control, held in the aggregate 2,897,428 shares of ECC common stock, which represented approximately 36.6% of the outstanding shares of ECC common stock as of that date. The stockholder tender agreements terminate upon any termination of the Merger Agreement.

The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of August 20, 2003, by and among Cubic, the Purchaser and ECC (the "Merger Agreement"), pursuant to which, following the purchase of shares of ECC common stock in the Offer and the satisfaction or waiver of certain conditions, the Purchaser will be merged with and into ECC (the "Merger"), with ECC surviving the Merger as a wholly owned subsidiary of Cubic. Upon the completion of the Merger, each outstanding share of ECC common stock (other than shares owned by Cubic, the Purchaser, ECC or any wholly owned subsidiary of Cubic or ECC, or by any stockholder of ECC who is entitled to and properly exercises appraisal rights under Delaware law) will be converted into the right to receive the price per share paid in the Offer in cash, without interest thereon.

ECC'S BOARD OF DIRECTORS HAS, AT A MEETING HELD ON AUGUST 20, 2003, BY THE UNANIMOUS VOTE OF ALL DIRECTORS OF ECC, (I) DETERMINED THAT THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE MERGER, ARE FAIR TO AND IN THE BEST INTERESTS OF ECC'S STOCKHOLDERS, (II) APPROVED AND ADOPTED THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE MERGER AND (III) DECLARED THAT THE MERGER AGREEMENT IS ADVISABLE. ACCORDINGLY, ECC'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS OF ECC ACCEPT THE OFFER AND TENDER THEIR SHARES OF ECC COMMON STOCK TO THE PURCHASER IN THE OFFER AND, IF REQUIRED, VOTE TO ADOPT THE MERGER AGREEMENT AND APPROVE THE MERGER.

2

On the terms of and subject to the conditions to the Offer, promptly after the Expiration Date, the Purchaser will accept for payment, and pay for, all shares of ECC common stock validly tendered to the Purchaser in the Offer and not withdrawn prior to the Expiration Date. The Purchaser will be deemed to have accepted for payment, and thereby purchased, shares of ECC common stock that are validly tendered in the Offer and not withdrawn prior to the Expiration Date as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's acceptance for payment of such shares. Payment for shares of ECC common stock that are accepted for payment in the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for stockholders tendering shares in the Offer for the purpose of receiving payment from the Purchaser and transmitting payment to such stockholders whose shares of ECC common stock have been accepted for payment in the Offer. For a stockholder to validly tender shares of ECC common stock in the Offer (i) the certificate(s) representing the tendered shares, together with the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees and any other required documents, must be received by the Depositary prior to the Expiration Date, (ii) in the case of a tender effected pursuant to the book-entry transfer procedures (a) either a Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees, or an Agent's Message (as defined in Section 2 of the Offer to Purchase), and any other required documents, must be received by the Depositary prior to the Expiration Date and (b) the shares to be tendered must be delivered pursuant to the book-entry transfer procedures described in the Offer to Purchase and a Book-Entry Confirmation (as defined in Section 2 of the Offer to Purchase) must be received by the Depositary prior to the Expiration Date or (iii) the tendering stockholder must comply with the guaranteed delivery procedures described in the Offer to Purchase prior to the Expiration Date.

UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE OFFER PRICE FOR SHARES OF ECC COMMON STOCK THAT ARE TENDERED IN THE OFFER, REGARDLESS OF ANY EXTENSION OF, OR AMENDMENT TO, THE OFFER OR ANY DELAY IN PAYING FOR SUCH SHARES.

For purposes of the Offer and as used herein and in the Offer to Purchase, the term "Expiration Date" means 12:00 midnight, New York City time, on September 24, 2003, which is 20 business days following the commencement of the offer, unless and until the Purchaser extends the period of time during which the Offer is open in accordance with the terms of the Merger Agreement, in which event the term "Expiration Date" will mean the latest time at which the Offer, as so extended by the Purchaser, will expire. Under the terms of the Merger Agreement, if, on any date as of which the Offer is scheduled to expire, any condition to the Offer has not been satisfied or waived, the Purchaser may, in its discretion, extend the Offer from time to time for such period of time as the Purchaser reasonably believes to be necessary to permit such condition to the Offer to be satisfied, provided that the Purchaser cannot extend the Offer to any date occurring after November 21, 2003, which is the date 60 business days following the date of the commencement of the Offer, without the written consent of ECC. In addition, notwithstanding anything to the contrary contained in the Merger Agreement, (i) the Purchaser may, in its discretion, extend the Offer from time to time for any period of time required by any rule or regulation of the United States Securities and Exchange Commission applicable to the Offer; (ii) if, on any date as of which the Offer is scheduled to expire, the Minimum Condition has been satisfied but the sum of the number of shares of ECC common stock that have been validly tendered pursuant to the Offer (and not withdrawn) is less than 90% of the Fully Diluted Number of Company Shares, then the Purchaser may, in its discretion, extend the offer for an additional period of not more than 20 business days, provided that the Purchaser cannot extend the Offer to any date occurring after November 21, 2003, which is the date 60 business days following the date of the commencement of the Offer, without the written consent of ECC; and (iii) the Purchaser may, in its discretion, elect to provide for a subsequent offering period (and one or more extensions thereof) in accordance with Rule 14d-11 under the Securities Exchange Act of 1934, as amended.

3

If the Purchaser extends the Offer, the Purchaser will inform the Depositary of that fact and will make a public announcement of the extension not later than 9:00 a.m., Eastern Standard Time, on the next business day after the previously scheduled Expiration Date. During any such extension, all shares of ECC common stock previously tendered and not withdrawn will remain subject to the Offer, subject to the right of a tendering stockholder to withdraw such shares. Shares of ECC common stock that are tendered in the Offer may be withdrawn pursuant to the procedures described in the Offer to Purchase at any time prior to the Expiration Date, and shares that are tendered may also be withdrawn at any time after October 25, 2003 unless accepted for payment on or before that date. In the event that the Purchaser provides for a subsequent offering period following the successful completion of the Offer, (i) no withdrawal rights will apply to shares tendered during such subsequent offering period and (ii) no withdrawal rights will apply to shares that were previously tendered in the Offer and accepted for payment.

For a withdrawal of shares of ECC common stock previously tendered in the Offer to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses listed on the back cover of the Offer to Purchase, specifying the name of the person having tendered the shares to be withdrawn, the number of shares to be withdrawn and the name of the registered holder of the shares to be withdrawn, if different from the name of the person who tendered the shares. If certificates for shares have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such certificates, the serial numbers shown on such certificates must be submitted to the Depositary and, unless such shares have been tendered by a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agent's Medallion Program or the Stock Exchange Medallion Program (each an "Eligible Institution"), any and all signatures on the notice of withdrawal must be guaranteed by an Eligible Institution. If shares have been tendered pursuant to the book-entry transfer procedures described in Section 2 of the Offer to Purchase, any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility (as defined in Section 2 of the Offer to Purchase) to be credited with the withdrawn shares and otherwise comply with the Book-Entry Transfer Facility's procedures. Withdrawals of tenders of shares may not be rescinded, and any shares withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. Withdrawn shares may be re-tendered in the Offer, however, by following one of the procedures described in Section 2 of the Offer to Purchase at any time prior to the Expiration Date. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by the Purchaser in its sole discretion, which determination will be final and binding. None of the Purchaser, Cubic, ECC, Computershare Trust Company of New York, which is the Depositary for the Offer, Georgeson Shareholder Communications, Inc., which is the information agent for the Offer (the "Information Agent"), or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Under Rule 14d-11 of the Securities Exchange Act of 1934, as amended, and subject to conditions described in the Offer to Purchase, the Purchaser may elect to provide for a subsequent offering period, immediately following the Expiration Date, of not less than three business days nor more than twenty business days in length. If provided, a subsequent offering period would be an additional period of time, following the Expiration Date and the acceptance for payment of, and the payment for, any shares of ECC common stock that are validly tendered in the Offer and not withdrawn prior to the Expiration Date, during which holders of shares of ECC common stock that were not previously tendered in the Offer may tender such shares to the Purchaser in exchange for the Offer Price on the same terms that applied to the Offer. A subsequent offering period is not the same as an extension of the Offer, which will have been previously completed if a subsequent offering period is provided. The Purchaser will accept for payment, and pay for, any shares of ECC common stock that are validly tendered to the Purchaser during a subsequent offering period, if provided, as promptly as practicable after any such shares are validly tendered to the Purchaser during such subsequent offering period, for the same price paid to holders of shares of ECC common stock that were validly tendered in the Offer

4

and not withdrawn prior to the Expiration Date, net to the holders thereof in cash. Holders of shares of ECC common stock that are validly tendered to the Purchaser during a subsequent offering period, if provided, will not have the right to withdraw such tendered shares.

ECC has provided the Purchaser with a list, and security position listings, of ECC's stockholders for the purpose of disseminating the Offer to holders of shares of ECC common stock. The Offer to Purchase, and the Letter of Transmittal and other materials related to the Offer will be mailed to record holders of shares of ECC common stock, and will be furnished to brokers, dealers, banks, trust companies and other nominees whose names, or the names of whose nominees, appear on the list of ECC's stockholders, or, if applicable, who are listed as participants in a clearing agency's security position listing, for subsequent transmittal to beneficial owners of shares of ECC common stock.

The receipt of cash in the Offer or the Merger will be a taxable transaction for United States federal income tax purposes under the Internal Revenue Code of 1986, as amended, and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. Generally, for U.S. federal income tax purposes, a U.S. stockholder tendering shares of ECC common stock in the Offer will recognize gain or loss equal to the difference between the amount of cash received by the stockholder in the Offer or the Merger and the stockholder's aggregate adjusted tax basis in the shares tendered by the stockholder and accepted for payment in the Offer or converted into cash in the Merger, as the case may be.

If shares of ECC common stock that are tendered in the Offer are held by a tendering U.S. stockholder as capital assets, gain or loss recognized by such stockholder will be capital gain or loss, which will be long-term capital gain or loss if such stockholder's holding period for such shares exceeds one year. All stockholders should consult with their own tax advisors as to the particular tax consequences of the Offer and the Merger to them, including the applicability and effect of the alternative minimum tax and any state, local or foreign income and other tax laws and of changes in such tax laws. For a more complete description of certain U.S. federal income tax consequences of the Offer and the Merger, see Section 5 of the Offer to Purchase.

The Purchaser expressly reserves the right (but shall not be obligated), at any time and from time to time, to increase the Offer Price or to make any other changes in the terms of and conditions to the Offer, subject to the terms of the Merger Agreement, which provides that certain conditions may not be waived and certain modifications may not be made without the consent of ECC.

The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, is contained in the Offer to Purchase and is incorporated herein by reference.

THE OFFER TO PURCHASE AND LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION AND SHOULD BE READ CAREFULLY AND IN THEIR ENTIRETY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.

Questions regarding the Offer, and requests for assistance in connection with the Offer, may be directed to the Information Agent as set forth below. Requests for copies of the Offer to Purchase, the Letter of Transmittal and all other materials related to the Offer may be directed to the Information Agent as set forth below, or brokers, dealers, banks, trust companies or other nominees, and copies will be furnished promptly at the Purchaser's expense. No fees or commissions will be payable to brokers, dealers or other persons (other than the Information Agent, as described in the Offer to Purchase) for soliciting tenders of shares of ECC common stock in the Offer.

THE INFORMATION AGENT FOR THE OFFER IS:

GEORGESON SHAREHOLDER COMMUNICATIONS INC.
17 STATE STREET, 10TH FLOOR
NEW YORK, NEW YORK 10004
BANKS AND BROKERS CALL COLLECT: (212) 440-9800
ALL OTHERS CALL TOLL FREE: (866) 295-8173

August 27, 2003

5

QuickLinks

NOTICE OF OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK OF ECC INTERNATIONAL CORP. BY CDA ACQUISITION CORPORATION, A WHOLLY OWNED SUBSIDIARY OF CUBIC CORPORATION AT $5.25 NET PER SHARE

EX-99.D(1)

QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT (d)(1)

AGREEMENT AND PLAN OF MERGER

among:

CUBIC CORPORATION,
a Delaware corporation;

CDA ACQUISITION CORPORATION,
a Delaware corporation; and

ECC INTERNATIONAL CORP.,
a Delaware corporation

Dated as of August 20, 2003

TABLE OF CONTENTS

			PAGE
SECTION 1.		THE OFFER	1
	1.1	The Offer	1
	1.2	Company Actions	3
	1.3	Directors	4
SECTION 2.		MERGER TRANSACTION	5
	2.1	Merger of Acquisition Sub into the Company	5
	2.2	Effect of the Merger	5
	2.3	Closing; Effective Time	5
	2.4	Certificate of Incorporation and Bylaws; Directors and Officers	6
	2.5	Conversion of Shares	6
	2.6	Surrender of Certificates; Stock Transfer Books	6
	2.7	Appraisal Rights	7
	2.8	Further Action	8
SECTION 3.		REPRESENTATIONS AND WARRANTIES OF THE COMPANY	8
	3.1	Subsidiaries; Due Organization; Etc.	8
	3.2	Certificate of Incorporation and Bylaws	8
	3.3	Capitalization, Etc.	9
	3.4	SEC Filings; Financial Statements	10
	3.5	Absence of Changes	11
	3.6	Title to Assets	13
	3.7	Receivables; Customers; Inventories	13
	3.8	Real Property; Equipment; Leasehold	14
	3.9	Proprietary Assets	14
	3.10	Contracts	16
	3.11	Sale of Products; Performance of Services	20
	3.12	Liabilities	21
	3.13	Compliance with Legal Requirements	21
	3.14	Certain Business Practices	21
	3.15	Governmental Authorizations	21
	3.16	Tax Matters	22
	3.17	Employee and Labor Matters; Benefit Plans	23
	3.18	Environmental Matters	25
	3.19	Insurance	25
	3.20	Transactions with Affiliates	25
	3.21	Legal Proceedings; Orders	25
	3.22	Authority; Inapplicability of Anti-takeover Statutes; Binding Nature of Agreement	26
	3.23	Section 203 of the DGCL Not Applicable	26
	3.24	No Discussions	26
	3.25	Intent to Tender; Vote Required	26
	3.26	Non-Contravention; Consents	27
	3.27	Fairness Opinion	27
	3.28	Financial Advisor	28
	3.29	Full Disclosure	28
SECTION 4.		REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUB	28
	4.1	Due Organization	28

i

	4.2	Authority; Binding Nature of Agreement	28
	4.3	Non-Contravention; Consents	29
	4.4	Disclosure	29
	4.5	Funds	29
SECTION 5.		CERTAIN COVENANTS OF THE COMPANY	29
	5.1	Access and Investigation	29
	5.2	Operation of the Company's Business	30
	5.3	No Solicitation	32
SECTION 6.		ADDITIONAL COVENANTS OF THE PARTIES	34
	6.1	Stockholder Approval; Proxy Statement	34
	6.2	Regulatory Approvals	34
	6.3	Stock Options	35
	6.4	Employee Benefits	36
	6.5	Indemnification of Officers and Directors	36
	6.6	Additional Agreements	37
	6.7	Disclosure	38
	6.8	Resignation of Officers and Directors	38
	6.9	Takeover Laws; Advice of Changes	38
	6.10	Audited Consolidated Financial Statements	38
SECTION 7.		CONDITIONS PRECEDENT TO THE MERGER	38
	7.1	Stockholder Approval	38
	7.2	No Restraints	39
	7.3	Consummation of Offer	39
SECTION 8.		TERMINATION	39
	8.1	Termination	39
	8.2	Effect of Termination	41
	8.3	Expenses; Termination Fees	41
SECTION 9.		MISCELLANEOUS PROVISIONS	42
	9.1	Amendment	42
	9.2	Waiver	42
	9.3	No Survival of Representations and Warranties	43
	9.4	Entire Agreement; Counterparts	43
	9.5	Applicable Law; Jurisdiction	43
	9.6	Disclosure Schedule	43
	9.7	Attorneys' Fees	43
	9.8	Assignability	43
	9.9	Notices	44
	9.10	Cooperation	44
	9.11	Severability	44
	9.12	Construction	45
	9.13	Safe Harbor Language	45

ii

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger ("Agreement") is made and entered into as of August 20, 2003, by and among: Cubic Corporation, a Delaware corporation ("Parent"); CDA Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent ("Acquisition Sub"); and ECC International Corp., a Delaware corporation (the "Company"). Certain capitalized terms used in this Agreement are defined in Exhibit A.

RECITALS

A. The Boards of Directors of Parent, Acquisition Sub and the Company have each determined that it is in the best interests of their respective stockholders for Parent to acquire the Company upon the terms and subject to the conditions set forth herein.

B. It is proposed that Acquisition Sub make a cash tender offer (the "Offer") to acquire all of the outstanding shares of Company Common Stock (the "Shares") for $5.25 per share (such amount, or any greater amount per share paid pursuant to the Offer, being the "Per Share Amount"), net to the seller in cash, upon the terms and subject to the conditions of this Agreement.

C. In furtherance of the acquisition of the Company by Parent, the Boards of Directors of Parent, Acquisition Sub and the Company have each approved a merger (the "Merger") of Acquisition Sub with and into the Company, with the Company as the surviving corporation (the "Surviving Corporation"), upon the terms and subject to the conditions hereof.

D. The Board of Directors of the Company has, in light of and subject to the terms and conditions hereof, resolved to recommend that the stockholders of the Company tender their shares pursuant to the Offer.

E. In order to induce Parent and Acquisition Sub to enter into this Agreement and to consummate the Transaction, concurrently with the execution and delivery of this Agreement certain stockholders of the Company are executing agreements to tender their shares of Company Common Stock and to vote against certain transactions (the "Stockholder Tender Agreements") in favor of Parent and Acquisition Sub.

AGREEMENT

        The parties to this Agreement, intending to be legally bound, agree as follows:

        Section 1.    THE OFFER

1.1    The Offer.

(a)   Provided that none of the events set forth in Annex I shall have occurred or are continuing (other than the requirements set forth in clauses "(i)," "(ii)," "(iii)(e)" and "(iii)(f)" of Annex I), as promptly as practicable after the date of this Agreement (but in no event more than five business days after the public announcement of the execution of this Agreement), Acquisition Sub shall commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer.

(b)   The obligation of Acquisition Sub to accept for payment and to pay for any shares of Company Common Stock tendered pursuant to the Offer shall be subject only to (i) the condition that there shall be validly tendered a number of shares of Company Common Stock which, together with any outstanding shares of Company Common Stock with respect to which Parent has sole beneficial ownership, represents at least a majority of the Fully Diluted Number of Company Shares (the "Minimum Condition") and (ii) the other conditions set forth in Annex I. Acquisition Sub expressly reserves the right to increase the Per Share Amount or to make any other changes in the terms and conditions of the Offer not inconsistent with the

1

provisions of this Agreement; provided, however, that without the prior written consent of the Company, (i) the Minimum Condition may not be amended or waived; and (ii) no change may be made that changes the form of consideration to be paid, decreases the price per share of Company Common Stock or the number of shares of Company Common Stock sought in the Offer, imposes conditions to the Offer in addition to those set forth in Annex I, or extends the expiration date of the Offer beyond the initial expiration date of the Offer (except as provided in (c), below). Notwithstanding anything to the contrary contained in this Agreement, the Offer may not be withdrawn prior to the expiration date (or any rescheduled expiration date) of the Offer.

(c)   The Offer shall initially be scheduled to expire 20 business days following the commencement thereof. If, at any then-scheduled expiration date, the conditions to the Offer have not been satisfied or waived (other than conditions which are not capable of being satisfied), Acquisition Sub shall be entitled to extend the Offer for such amount of time as Acquisition Sub reasonably believes is necessary to cause such Offer conditions to be satisfied; provided, however, that Acquisition Sub shall not be entitled to extend the Offer to any date occurring after 60 business days following the commencement of the Offer without the prior written consent of the Company. Notwithstanding anything to the contrary contained in this Agreement: (i) Acquisition Sub may, without the consent of the Company or any other Person (A) extend the Offer for any period required by any rule or regulation of the SEC applicable to the Offer and (B) if more than a majority of the Fully Diluted Number of Company Shares but less than 90% of the Fully Diluted Number of Company Shares shall have been validly tendered pursuant to the Offer as of the scheduled or extended expiration date, extend the Offer for an additional period of not more than 20 business days, provided, however, that Acquisition Sub shall not be entitled to extend the Offer pursuant to this clause (B) to any date occurring after 60 business days following the commencement of the Offer without the prior written consent of the Company; and (ii) Acquisition Sub may, without the consent of the Company or any other Person, elect to provide for a subsequent offering period (and one or more extensions thereof) pursuant to, and in accordance with the terms of, Rule 14d-11 under the Exchange Act.

(d)   As promptly as practicable on the date of commencement of the Offer, Parent and Acquisition Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer that will contain or incorporate by reference the offer to purchase and form of the related letter of transmittal and (ii) cause the offer to purchase and related documents to be disseminated to holders of shares of Company Common Stock. Parent and Acquisition Sub agree that they shall cause the Schedule TO and all exhibits, amendments or supplements thereto (which together constitute the "Offer Documents") filed by either Parent or Acquisition Sub with the SEC to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other applicable laws (except that Parent and Acquisition Sub shall have no obligation with respect to any information in the Offer Documents supplied by the Company or its Representatives in writing). Each of Parent, Acquisition Sub and the Company agrees to respond promptly to any comments of the SEC or its staff and to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Parent further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable federal securities laws. The Company shall promptly furnish to Parent and Acquisition Sub all information concerning the Acquired Corporations and the Company's stockholders (i) that may be required in connection with any action contemplated by this Section 1.1(d) within two business days after the public announcement of

2

the execution of this Agreement and (ii) reasonably requested in connection with any action contemplated by this Section 1.1(d) within two business days after such request. The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents prior to the filing thereof with the SEC. Parent and Acquisition Sub agree to provide the Company and its counsel with any comments Parent, Acquisition Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments.

1.2    Company Actions.

(a)   The Company hereby consents to the Offer and represents that its Board of Directors, at a meeting duly called and held, has (i) by the unanimous vote of all directors of the Company, determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the Company's stockholders, (ii) by unanimous vote of all directors of the Company, approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements of the DGCL, (iii) by unanimous vote of all directors of the Company declared that this Agreement is advisable and (iv) by unanimous vote of all directors of the Company, resolved to recommend that stockholders of the Company accept the Offer and tender their shares of Company Common Stock pursuant to the Offer and adopt this Agreement and approve the Merger (the recommendation of the Company's Board of Directors that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock pursuant to the Offer and adopt this Agreement and approve the Merger being referred to as the "Company Board Recommendation"). Subject to Section 1.2(b): (A) the Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents; and (B) the Company Board Recommendation shall not be withdrawn or modified in a manner adverse to Parent or Acquisition Sub, and no resolution by the Board of Directors of the Company or any committee thereof to withdraw or modify the Company Board Recommendation in a manner adverse to Parent or Acquisition Sub shall be adopted or proposed.

(b)   Notwithstanding anything to the contrary contained in Section 1.2(a), at any time prior to the acceptance of shares of Company Common Stock pursuant to the Offer, the Company Board Recommendation may be withdrawn or modified in a manner adverse to Parent and Acquisition Sub if: (i) an unsolicited, bona fide written offer to purchase all of the outstanding shares of Company Common Stock or all or substantially all of the Company's assets is made to the Company and is not withdrawn; (ii) the Company provides Parent with at least three business days prior notice of any meeting of the Company's Board of Directors at which such Board of Directors will consider and determine whether such offer is a Superior Offer; (iii) the Company's Board of Directors determines in good faith that such offer constitutes a Superior Offer; (iv) the Company's Board of Directors determines in good faith, after having taken into account the advice of the Company's outside legal counsel, that, in light of such Superior Offer, the withdrawal or modification of the Company Board Recommendation is required in order for the Company's Board of Directors to comply with its fiduciary obligations to the Company's stockholders under applicable law; (v) the Company Board Recommendation is not withdrawn or modified in a manner adverse to Parent at any time within three business days after Parent receives written notice from the Company confirming that the Company's Board of Directors has determined that such offer is a Superior Offer; and (vi) neither the Company nor any of its Representatives shall have breached or taken any action inconsistent with any of the provisions set forth in Section 5.3.

(c)   As promptly as practicable on the day that the Offer is commenced, the Company shall file with the SEC and disseminate to holders of shares of Company Common Stock, in

3

each case as and to the extent required by applicable federal securities laws, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any exhibits, amendments or supplements thereto, the "Schedule 14D-9") that, subject to Section 1.2(b), shall reflect the Company Board Recommendation. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other applicable laws (except that the Company shall have no obligation with respect to any information in the Schedule 14D-9 supplied by Parent or Acquisition Sub or their Representatives in writing). Each of Parent, Acquisition Sub and the Company agrees to respond promptly to any comments of the SEC or its staff and to promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to the filing thereof with the SEC. The Company agrees to provide Parent and its counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments.

(d)   The Company shall promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories, in each case true and correct as of the most recent practicable date, and shall provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. Parent and Acquisition Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, deliver, and shall use their reasonable efforts to cause their agents to deliver, to the Company (or destroy) all copies and any extracts or summaries from such information then in their possession or control.

1.3    Directors.

(a)   Effective upon the acceptance of and payment for at least a majority of the outstanding Shares pursuant to the Offer (the "Offer Acceptance Time"), Parent shall be entitled to designate a majority of the total number of directors on the Company's Board of Directors (giving effect to the election of any additional directors pursuant to this Section). The Company shall take all action necessary to cause Parent's designees to be elected or appointed to the Company's Board of Directors, including increasing the number of directors and seeking and accepting resignations of incumbent directors. At such time, to the extent requested by Parent, the Company shall also cause individuals designated by Parent to constitute at least the same percentage (rounded up to the next whole number) on (i) each committee of the Board and (ii) each Board of Directors of each Subsidiary of the Company (and each committee thereof) as the number of directors designated by Parent represents on the Company's Board of Directors; provided that if Parent and/or Acquisition Sub acquires 85% or more of the shares of the Company Common Stock outstanding then Parent shall be entitled to designate all members of (i) each committee of the Board and (ii) each Board of Directors of each Subsidiary of the Company (and each committee thereof). Notwithstanding the provisions of this Section 1.3, the parties hereto shall use their respective reasonable efforts to ensure that at least one of the members of the Company's Board of Directors shall,

4

at all times prior to the Effective Time (as hereinafter defined), be a director of the Company who was a director of the Company on the date hereof (the "Continuing Director"), provided that if no Continuing Director shall remain for any reason, the other directors of the Company then in office shall designate one person to fill such vacancy who is not an officer or employee or affiliate of the Company, Parent or Acquisition Sub or any of their respective affiliates and such person shall be deemed to be a Continuing Director for all purposes of this Agreement.

(b)   The Company's obligations to appoint Parent's designees to the Company's Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions, and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section, so long as Parent shall have provided to the Company on a timely basis the information referred to in the following sentence. Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1.

(c)   Following the election or appointment of Parent's designees pursuant to Section 1.3(a) and until the Effective Time, the approval of a majority of the Continuing Directors shall be required to authorize (and such authorization shall constitute the authorization of the Company's Board of Directors and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company's Board of Directors, any extension of time for performance of any obligation or action hereunder by Parent or Acquisition Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company, any consent or action by the Board of Directors of the Company hereunder and any other action of the Company hereunder which adversely affects the holders of shares of Company Common Stock (other than Parent or Acquisition Sub); provided that, if there is no Continuing Director, such actions may be effected by majority vote of the active Board of Directors.

        Section 2.    MERGER TRANSACTION

2.1    Merger of Acquisition Sub into the Company.    Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, the Company and Parent shall consummate the Merger, whereby Acquisition Sub shall be merged with and into the Company, and the separate existence of Acquisition Sub shall cease. The Company will continue as the Surviving Corporation.

2.2    Effect of the Merger.    The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL.

2.3    Closing; Effective Time.    The consummation of the Merger (the "Closing") shall take place at the offices of Parent at 9333 Balboa Avenue, San Diego, CA 92123, at 10:00 a.m. local time on a date to be designated by Parent (the "Closing Date"), which shall be no later than the third business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 7 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions). Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL shall be duly executed by the Company and, concurrently with or as soon as practicable following the Closing, delivered to the Secretary of State of the State of Delaware for filing. The

5

Merger shall become effective upon the date and time of the filing of such certificate of merger with the Secretary of State of the State of Delaware (the "Effective Time").

2.4    Certificate of Incorporation and Bylaws; Directors and Officers.    Unless otherwise determined by Parent prior to the Effective Time:

(a)   the Certificate of Incorporation of the Surviving Corporation shall be amended and restated immediately after the Effective Time to conform to Exhibit B;

(b)   the Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Bylaws of Acquisition Sub as in effect immediately prior to the Effective Time; and

(c)   the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Acquisition Sub immediately prior to the Effective Time.

2.5    Conversion of Shares.

(a)   At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Acquisition Sub, the Company or any stockholder of the Company:

(i)    any shares of Company Common Stock then held by the Company or any wholly owned Subsidiary of the Company (or held in the Company's treasury) shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor;

(ii)   any shares of Company Common Stock then held by Parent, Acquisition Sub or any other wholly owned Subsidiary of Parent shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor;

(iii) except as provided in clauses "(i)" and "(ii)" above and subject to Section 2.5(b), each share of Company Common Stock then outstanding (other than any Dissenting Shares, as defined below) shall be converted into the right to receive the Per Share Amount (the "Merger Consideration"), without interest;

(iv)  each share of the common stock, $0.001 par value per share, of Acquisition Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation; and

(v)   all then outstanding Company Options shall be terminated.

(b)   If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Merger Consideration shall be appropriately adjusted.

2.6    Surrender of Certificates; Stock Transfer Books.

(a)   Prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the "Paying Agent") for the holders of shares of Company Common Stock to receive the funds to which holders of such shares shall become entitled pursuant to Section 2.5. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation.

(b)   Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each Person who was, at the Effective Time, a holder of record of shares of Company Common Stock entitled to receive the Merger Consideration pursuant to Section 2.5 a form of

6

letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly evidenced by such Certificate, and such Certificate shall then be canceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If the payment equal to the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate formerly evidencing shares of Company Common Stock is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the Person requesting such payment shall have paid all transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered, or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable.

(c)   At any time following the sixth month after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of shares of Company Common Stock (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a share of Company Common Stock for any Merger Consideration delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar law.

(d)   At the close of business on the day of the Effective Time, the stock transfer books of the Company with respect to the shares of Company Common Stock shall be closed and thereafter there shall be no further registration of transfers of shares of Company Common Stock on the records of the Company. From and after the Effective Time, the holders of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares except as otherwise provided herein or by applicable law.

(e)   The Surviving Corporation, Parent and Acquisition Sub shall be entitled to deduct and withhold (or cause the Paying Agent to deduct and withhold) from the Merger Consideration payable to any holder of shares of Company Common Stock or Company Options such amounts as it is required by any Legal Requirement to deduct and withhold with respect to Taxes. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock or Company Options in respect of which such deduction and withholding was made.

2.7    Appraisal Rights.    If the Merger is effectuated pursuant to Section 253 of the DGCL, shares of Company Common Stock outstanding immediately prior to the Effective Time and held

7

by a holder who is entitled to demand and properly demands appraisal for such shares of Company Common Stock in accordance with the DGCL (the "Dissenting Shares") shall not be converted into the right to receive Parent Common Stock, unless such holder fails to perfect or withdraws or otherwise loses his or her right to appraisal. If after the Effective Time such holder (a "Dissenting Stockholder") fails to perfect or withdraws or loses his or her right to appraisal, each such share of Company Common Stock shall be treated as if it had been converted as of the Effective Time into a right to receive the Merger Consideration without any interest thereon (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)). The Company shall give Parent prompt notice of any demands received by the Company for appraisal of shares of Company Common Stock, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands.

2.8    Further Action.    If, at any time after the Effective Time, any further action is reasonably determined by 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 Acquisition Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Acquisition Sub, in the name of the Company and otherwise) to take such action.

        Section 3.    REPRESENTATIONS AND WARRANTIES OF THE COMPANY

        The Company represents and warrants to Parent and Acquisition Sub as follows:

3.1    Subsidiaries; Due Organization; Etc.

(a)   The Company has no Subsidiaries, except for the corporations identified in Part 3.1(a)(i) of the Company Disclosure Schedule; and neither the Company nor any of the other corporations identified in Part 3.1(a)(i) of the Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 3.1(a)(ii) of the Company Disclosure Schedule. None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. None of the Acquired Corporations has, at any time since July 1, 1999, or, to the best of the Company's knowledge, at any time prior to July 1, 1999, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

(b)   Each of the Acquired Corporations is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound.

(c)   Each of the Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except where the failure to have such governmental approvals would not, either individually or in the aggregate, have a Material Adverse Effect.

3.2    Certificate of Incorporation and Bylaws. The Company has delivered to Parent accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of the respective Acquired Corporations, including all amendments thereto.

8

3.3    Capitalization, Etc.

(a)   The authorized capital stock of the Company consists of: (i) 20,000,000 shares of Company Common Stock, of which 7,908,022 shares have been issued and are outstanding as of the date of this Agreement; and (ii) 1,000,000 shares of Preferred Stock, $.10 par value per share, of which no shares have been issued or are outstanding. Except as set forth in Part 3.3(a)(i) of the Company Disclosure Schedule, the Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. There are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in Part 3.3(a)(ii) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock.

(b)   As of the date of this Agreement: (i) 0 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's Director Equity Compensation Plan; (ii) 350,500 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's 1998 Stock Incentive Plan; (iii) 66,000 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's 1986 Stock Option Plan; (iv) 92,000 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's 1991 Stock Option Plan; and (v) 354,172 shares of Company Common Stock are reserved for future issuance pursuant to the Company's 2002 Employee Stock Purchase Plan (the "ESPP"). Part 3.3(b) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the particular plan (if any) pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the applicable vesting schedule, and the extent to which such Company Option is vested and exercisable as of the date of this Agreement; (vii) whether the vesting and/or exercisability of such Company Option shall accelerate in connection with the transactions contemplated by this Agreement; and (viii) the date on which such Company Option expires. The Company has delivered to Parent accurate and complete copies of all stock option plans pursuant to which any of the Acquired Corporations has ever granted stock options, and the forms of all stock option agreements evidencing such options.

(c)   Except as set forth in Part 3.3(b) of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Acquired Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired Corporations; (iii) stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which any of the Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the

9

assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Acquired Corporations.

(d)   All outstanding shares of Company Common Stock, Company options, warrants and other securities of the Acquired Corporations have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts.

(e)   All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by the Company, free and clear of any Encumbrances.

3.4    SEC Filings; Financial Statements.

(a)   The Company has delivered or made available to Parent accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by the Company with the SEC since June 30, 2000, and all amendments thereto (the "Company SEC Documents"). All statements, reports, schedules, forms and other documents required to have been filed by the Company with the SEC have been so filed on a timely basis. None of the Company's Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) including, without limitation, the requirements as to certifications of the Company SEC Documents as required by the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and the rules and regulations promulgated by the SEC thereunder; and (ii) none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(b)   The financial statements (including any related notes) contained in the Company SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), and (iii) fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries for the periods covered thereby.

(c)   The Company has in place the "disclosure controls and procedures" (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) required in order for the Chief Executive Officer and Principal Financial and Accounting Officer of the Company to engage in the review and evaluation process mandated by the Exchange Act in connection with the Company's preparation of the Company SEC Documents. The Company's "disclosure controls and procedures" are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material

10

information is accumulated and communicated to the Company's management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Principal Financial and Accounting Officer of the Company required under the Exchange Act with respect to such reports.

(d)   Except as set forth in Part 3.4(d) of the Company Disclosure Schedule, the Company has in place internal controls that are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and its Subsidiaries; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with authorization of management and the advisors of the Company and its Subsidiaries, as applicable; and (iii) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the assets of the Company or its Subsidiaries that could have a material effect on the financial statements.

(e)   At all times following the effective date of the Sarbanes-Oxley Act of 2002, the Audit Committee of the Company has taken all actions that it has been required to take pursuant to, and has otherwise complied in all material respects with, the applicable provisions of the Sarbanes-Oxley Act and rules and regulations of the SEC and the AMEX.

(f)    The stock trading policy of the Company applicable to trading in Company Common Stock by insiders of the Company provides for blackout periods that prohibit transactions in Company Common Stock by insiders during applicable Company pension plan blackout periods.

3.5    Absence of Changes. Between March 31, 2003 and the date of this Agreement, other than as set forth in the Company Disclosure Schedule:

(a)   there has not been any Material Adverse Effect on the Acquired Corporations, and no event has occurred or circumstance has arisen that, in combination with any other events or circumstances, could reasonably be expected to have a Material Adverse Effect on the Acquired Corporations;

(b)   there has not been any material loss, damage or destruction to, or any material interruption in the use of, any of the assets of any of the Acquired Corporations (whether or not covered by insurance) that has had or could reasonably be expected to have a Material Adverse Effect on the Acquired Corporations;

(c)   none of the Acquired Corporations has (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock, or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities;

(d)   none of the Acquired Corporations has sold, issued or granted, or authorized the issuance of, (i) any capital stock or other security (except for Company Common Stock issued upon the valid exercise of outstanding Company Options), (ii) any option, warrant or right to acquire any capital stock or any other security (except for Company Options identified in Part 3.3(b) of the Company Disclosure Schedule), or (iii) any instrument convertible into or exchangeable for any capital stock or other security;

(e)   the Company has not amended or waived any of its rights under, or permitted the acceleration of vesting under, (i) any provision of any of the Company's stock option plans,

11

(ii) any provision of any Contract evidencing any outstanding Company Option, or (iii) any restricted stock purchase agreement;

(f)    there has been no amendment to the certificate of incorporation, bylaws or other charter or organizational documents of any of the Acquired Corporations, and none of the Acquired Corporations has effected or been a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction;

(g)   none of the Acquired Corporations has received any written Acquisition Proposal;

(h)   none of the Acquired Corporations has formed any Subsidiary or acquired any equity interest or other interest in any other Entity;

(i)    none of the Acquired Corporations has made any capital expenditure which, when added to all other capital expenditures made on behalf of the Acquired Corporations between March 31, 2003 and the date of this Agreement, exceeds $100,000 in the aggregate;

(j)    except in the ordinary course of business and consistent with past practices, none of the Acquired Corporations has (i) entered into or permitted any of the assets owned or used by it to become bound by any Material Contract (as defined in Section 3.10), or (ii) amended or terminated, or waived any material right or remedy under, any Material Contract;

(k)   none of the Acquired Corporations has (i) acquired, leased or licensed any material right or other material asset from any other Person, (ii) sold or otherwise disposed of, or leased or licensed, any material right or other material asset to any other Person, or (iii) waived or relinquished any right, except for rights or other assets acquired, leased, licensed or disposed of in the ordinary course of business and consistent with past practices;

(l)    none of the Acquired Corporations has written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness in excess of $25,000, individually or in the aggregate;

(m)  none of the Acquired Corporations has made any pledge of any of its assets or otherwise permitted any of its assets to become subject to any Encumbrance, except for pledges of immaterial assets made in the ordinary course of business and consistent with past practices;

(n)   none of the Acquired Corporations has (i) lent money to any Person, or (ii) incurred or guaranteed any indebtedness for borrowed money;

(o)   none of the Acquired Corporations has (i) adopted, established or entered into any Employee Plan, (ii) caused or permitted any Employee Plan to be amended in any material respect, or (iii) paid any bonus or made any profit-sharing or similar payment to, or materially increased the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees;

(p)   none of the Acquired Corporations has changed any of its methods of accounting or accounting practices in any material respect;

(q)   none of the Acquired Corporations has made any material Tax election;

(r)   none of the Acquired Corporations has commenced or settled any Legal Proceeding;

(s)   none of the Acquired Corporations has entered into any transaction or taken any other action that has had, or could reasonably be expected to have, a Material Adverse Effect on the Acquired Corporations;

12

(t)    none of the Acquired Corporations has entered into any material transaction or taken any other material action outside the ordinary course of business or inconsistent with past practices; and

(u)   none of the Acquired Corporations has agreed or committed to take any of the actions referred to in clauses "(c)" through "(t)" above.

3.6    Title to Assets. The Acquired Corporations own, and have good and valid title to, all assets purported to be owned by them, including: (i) all assets reflected on the Balance Sheet (except for inventory sold or otherwise disposed of in the ordinary course of business since the date of the Balance Sheet); and (ii) all other assets reflected in the books and records of the Acquired Corporations as being owned by the Acquired Corporations. All of said assets are owned by the Acquired Corporations free and clear of any Encumbrances, except for (1) any lien for current taxes not yet due and payable and (2) minor liens that have arisen in the ordinary course of business and that do not (in any case or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations.

3.7    Receivables; Customers; Inventories.

(a)   Except as set forth in Part 3.7(a) of the Company Disclosure Schedule, all existing accounts receivable of the Acquired Corporations (including those accounts receivable reflected on the Balance Sheet that have not yet been collected and those accounts receivable that have arisen since March 31, 2003 and have not yet been collected) (a) represent valid obligations of customers of the Acquired Corporations arising from bona fide transactions entered into in the ordinary course of business, (b) are current and, to the best of the Company's knowledge, will be collected in full when due, without any counterclaim or set off (net of an allowance for doubtful accounts not to exceed $25,000 in the aggregate).

(b)   Part 3.7(b) of the Company Disclosure Schedule contains an accurate and complete list as of the date of this Agreement of all loans and advances made by any of the Acquired Corporations to any employee, director, consultant or independent contractor, other than routine travel advances made to employees in the ordinary course of business.

(c)   Part 3.7(c) of the Company Disclosure Schedule accurately identifies, and provides an accurate and complete breakdown of the revenues received from, each customer or other Person that accounted for (i) more than 15% of the consolidated gross revenues of the Acquired Corporations in the fiscal year ended June 30, 2003, or (ii) more than 15% of the consolidated gross revenues of the Acquired Corporations in the fiscal quarter ended June 30, 2003. The Company has not received any notice or other communication (in writing or otherwise), and has not received any other information, indicating that any customer or other Person identified in Part 3.7(c) of the Company Disclosure Schedule may cease dealing with any of the Acquired Corporations or, to the best knowledge of the Company, may otherwise reduce in any material respect the volume of business transacted by such Person with any of the Acquired Corporations below historical levels.

(d)   The inventory of the Acquired Corporations reflected on the Acquired Corporations' consolidated balance sheet as of March 31, 2003 that was filed by the Company with the SEC prior to the date of this Agreement as part of its Form 10-Q for its fiscal quarter ended March 31, 2003 (the "Balance Sheet") was, and the current inventory (the "Inventory") of the Acquired Corporations is, in usable and saleable condition in the ordinary course of business and, in the case of inventory reflected on such Balance Sheet, at an amount not less than the amounts carried therein. The finished goods, work in progress, raw materials and other materials and supplies included in such Inventory are of a standard which is not lower than the generally accepted standard prevailing in the industries in which the business of each Acquired Corporation forms a part.

13

3.8    Real Property; Equipment; Leasehold. All material items of equipment and other tangible assets owned by or leased to the Acquired Corporations are adequate for the uses to which they are being put, are in working order (ordinary wear and tear excepted) and are adequate for the conduct of the business of the Acquired Corporations in the manner in which such business is currently being conducted. None of the Acquired Corporations own any real property or any interest in real property, except for: (i) the leaseholds created under the real property leases identified in Part 3.8(a)(i) of the Company Disclosure Schedule; and (ii) the land described in Part 3.8(a)(ii) of the Company Disclosure Schedule to which the Company has good and marketable fee title and which is owned by the Company free and clear of any Encumbrances, except for the Encumbrances identified in Part 3.8(ii) of the Company Disclosure Schedule.

3.9    Proprietary Assets.

(a)   Part 3.9(a)(i) of the Company Disclosure Schedule sets forth, with respect to each Proprietary Asset owned by any of the Acquired Corporations and registered with any Governmental Body or for which an application has been filed with any Governmental Body and the names of the jurisdictions covered by the applicable registration or application. Part 3.9(a)(ii) of the Company Disclosure Schedule identifies each Proprietary Asset owned by any of the Acquired Corporations that is material to the business of the Acquired Corporations. Part 3.9(a)(iii) of the Company Disclosure Schedule identifies, and identifies any ongoing annual royalty or payment obligations in excess of $10,000 per fiscal year with respect to, each Proprietary Asset that is licensed or otherwise made available to any of the Acquired Corporations by any Person and is material to the business of the Acquired Corporations (except for any Proprietary Asset that is licensed to any Acquired Corporation under any third party software license generally available to the public), and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Acquired Corporation. The Acquired Corporations have good and valid title to all of the Acquired Corporation Proprietary Assets identified or required to be identified in Parts 3.9(a)(i) and 3.9(a)(ii) of the Company Disclosure Schedule, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the Acquired Corporation Proprietary Assets subject thereto or materially impair the operations of any of the Acquired Corporations. The Acquired Corporations have a valid right to use, license and otherwise exploit all Proprietary Assets identified in Part 3.9(a)(iii) of the Company Disclosure Schedule. Except as set forth in Part 3.9(a)(iv) of the Company Disclosure Schedule, none of the Acquired Corporations has developed jointly with any other Person any Acquired Corporation Proprietary Asset that is material to the business of the Acquired Corporations and with respect to which such other Person has any rights. Except as set forth in Part 3.9(a)(v) of the Company Disclosure Schedule, there is no Acquired Corporation Contract (with the exception of end user license agreements in the form previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Acquired Corporation Proprietary Asset.

(b)   The Acquired Corporations have taken reasonable measures and precautions to protect and maintain the confidentiality, secrecy and value of all material Acquired Corporation Proprietary Assets (except Acquired Corporation Proprietary Assets whose value would be unimpaired by disclosure). Without limiting the generality of the foregoing, except as set forth in Part 3.9(b) of the Company Disclosure Schedule, (i) each current or former employee of any Acquired Corporation who is or was involved in, or who has contributed to, the creation or development of any material Acquired Corporation Proprietary Asset has executed and delivered to such Acquired Corporation an agreement (containing no exceptions

14

to or exclusions from the scope of its coverage) that is substantially identical to the form of the Company's Confidential Information and Invention Assignment Agreement previously delivered by the Company to Parent, and (ii) each current and former consultant and independent contractor to any Acquired Corporation who is or was involved in, or who has contributed to, the creation or development of any material Acquired Corporation Proprietary Asset has executed and delivered to such Acquired Corporation an agreement (containing no exceptions to or exclusions from the scope of its coverage) that is substantially identical to the form of the Company's Consultant Confidential Information and Invention Assignment Agreement previously delivered to Parent. No current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Acquired Corporation Proprietary Asset.

(c)   To the best of the Company's knowledge: (i) all patents, trademarks, service marks and copyrights held by any of the Acquired Corporations are valid, enforceable and subsisting; (ii) none of the Acquired Corporation Proprietary Assets and no Proprietary Asset that is currently being developed by any of the Acquired Corporations (either by itself or with any other Person) infringes, misappropriates or conflicts with any Proprietary Asset owned or used by any other Person; (iii) none of the products, systems, software, computer programs, source code, models, algorithms, formula, compounds, inventions, designs, technology, proprietary rights or intangible assets that is or has been designed, created, developed, assembled, manufactured or sold by any of the Acquired Corporations is infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and none of such products has at any time infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person; (iv) none of the Acquired Corporations has received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; and (v) no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Acquired Corporation Proprietary Asset.

(d)   The Acquired Corporation Proprietary Assets constitute all the Proprietary Assets necessary to enable the Acquired Corporations to conduct their business in the manner in which such business has been and is being conducted. Except as set forth in Part 3.9(d) of the Company Disclosure Schedule, none of the Acquired Corporations has (i) licensed any of the material Acquired Corporation Proprietary Assets to any Person on an exclusive basis, or (ii) entered into any covenant not to compete or Contract limiting or purporting to limit the ability of any Acquired Corporation to exploit fully any material Acquired Corporation Proprietary Assets or to transact business in any market or geographical area or with any Person.

(e)   Except as set forth in Part 3.9(e)(i) of the Company Disclosure Schedule, none of the Acquired Corporations has disclosed or delivered to any Person, or permitted the disclosure or delivery to any escrow agent or other Person, of any Acquired Corporation Source Code. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or could reasonably be expected to, result in the disclosure or delivery to any Person of any Acquired Corporation Source Code or the release from any escrow of any other Acquired Corporation Proprietary Asset. Part 3.9(e)(ii) of the Company Disclosure Schedule identifies each Contract pursuant to which the Company has deposited or is required to deposit with an escrowholder or any other Person of any Acquired Corporation Source Code, and further describes whether the execution of this Agreement or the consummation of any of the transactions contemplated hereby could reasonably be expected to result in the

15

release or disclosure of any Acquired Corporation Source Code or the release from any escrow of any other Acquired Corporation Proprietary Asset.

(f)    To the best of the Company's knowledge, except with respect to demonstration or trial copies, no product, system, program or software module designed, developed, sold, licensed or otherwise made available by any of the Acquired Corporations to any Person contains any "back door," "time bomb," "Trojan horse," "worm," "drop dead device," "virus" or other software routines or hardware components designed to permit unauthorized access or to disable or erase software, hardware or data without the consent of the user.

3.10    Contracts.

(a)   Part 3.10(a) of the Company Disclosure Schedule identifies each Acquired Corporation Contract that constitutes a "Material Contract." (For purposes of this Agreement, each of the following shall be deemed to constitute a "Material Contract":

(i)    any Contract (A) relating to the employment of, or the performance of services by, any director, employee or consultant, (B) pursuant to which any of the Acquired Corporations is or may become obligated to make any severance, termination or similar payment (whether or not in cash) to any current or former employee or director, or (C) pursuant to which any of the Acquired Corporations is or may become obligated to make any bonus or similar payment (other than payments constituting base salary) in excess of $25,000 individually or $100,000 in the aggregate to any current or former employee or director;

(ii)   any Contract relating to the acquisition, transfer, development, sharing or license of any Proprietary Asset (except for any Contract pursuant to which (A) any Proprietary Asset is licensed to the Acquired Corporations under any third party software license generally available to the public, or (B) any Proprietary Asset is licensed by any of the Acquired Corporations to any Person on a non-exclusive basis);

(iii) any Contract that provides for indemnification of any officer, director, employee or agent;

(iv)  any Contract imposing any restriction on the right or ability of any Acquired Corporation (A) to compete with any other Person, (B) to acquire any product or other asset or any services from any other Person, (C) to solicit, hire or retain any Person as an employee, consultant or independent contractor, (D) to develop, sell, supply, distribute, offer, support or service any product or any technology or other asset to or for any other Person, (E) to perform services for any other Person, or (F) to transact business or deal in any other manner with any other Person;

(v)   any Contract (other than Contracts evidencing Company Options) (A) relating to the acquisition, issuance, voting, registration, sale or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or similar right with respect to any securities, or (C) providing any of the Acquired Corporations with any right of first refusal with respect to, or right to repurchase or redeem, any securities;

(vi)  any Contract incorporating or relating to any guaranty, any warranty or any indemnity or similar obligation, except for Contracts substantially identical to the standard forms of end-user licenses previously delivered by the Company to Parent and Contracts pursuant to which the potential liability associated with any such guaranty, warranty, indemnity or similar obligation could not reasonably be expected to exceed $25,000;

(vii) any Contract relating to any currency hedging;

16

(viii) any Contract (A) imposing any confidentiality obligation on any of the Acquired Corporations or on any other Person or (B) containing "standstill" or similar provisions;

(ix)  any Contract (A) to which any Governmental Body is a party or under which any Governmental Body has any rights or obligations, or (B) directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between any Acquired Corporation and any contractor or subcontractor to any Governmental Body), except for Contracts that do not contemplate or involve the receipt, payment or delivery of cash or other consideration in an amount or having a value in excess of $25,000 in the aggregate or the performance of services by or for an Acquired Corporation having a value in excess of $25,000 in the aggregate;

(x)   any Contract requiring that any of the Acquired Corporations give any notice or provide any information to any Person prior to considering or accepting any Acquisition Proposal or similar proposal, or prior to entering into any discussions, agreement, arrangement or understanding relating to any Acquisition Transaction or similar transaction;

(xi)  any Contract that has a term of more than 60 days and that may not be terminated by an Acquired Corporation (without penalty) within 60 days after the delivery of a termination notice by such Acquired Corporation;

(xii) any Contract that contemplates or involves the receipt, payment or delivery of cash or other consideration in an amount or having a value in excess of $100,000 in the aggregate, or contemplates or involves the performance of services by or for an Acquired Corporation having a value in excess of $100,000 in the aggregate; and

(xiii) any other Contract, if a breach of such Contract could reasonably be expected to have a Material Adverse Effect on the Acquired Corporations.)

        The Company has delivered to Parent an accurate and complete copy of each Acquired Corporation Contract that constitutes a Material Contract, with the exception of any Acquired Corporation Contracts that are fully completed as to performance but not formally closed per government regulation, copies of which, in their current form, have been delivered (or which are specifically identified in Part 3.10(a) of the Company Disclosure Schedule and will be delivered no later than 15 days after the date of this Agreement) by the Company to Parent.

(b)   To the best of the Company's knowledge, each Acquired Corporation Contract that constitutes a Material Contract is valid and in full force and effect, and is enforceable in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

(c)   Except as set forth in Part 3.10(c) of the Company Disclosure Schedule: (i) none of the Acquired Corporations has violated or breached, or committed any default under, any Acquired Corporation Contract, except for violations, breaches and defaults that have not had and could not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations; and, to the best of the Company's knowledge, no other Person has violated or breached, or committed any default under, any Acquired Corporation Contract, except for violations, breaches and defaults that have not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations; (ii) to the best of the Company's knowledge, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) could reasonably be expected to (A) result in a violation or breach of any of the provisions of any Acquired Corporation Contract, (B) give any Person the right to declare a default or exercise any remedy under any Acquired

17

Corporation Contract, (C) give any Person the right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any Acquired Corporation Contract, (D) give any Person the right to accelerate the maturity or performance of any Acquired Corporation Contract, (E) result in the disclosure, release or delivery of any Acquired Corporation Source Code, or (F) give any Person the right to cancel, terminate or modify any Acquired Corporation Contract, except in each such case for defaults, acceleration rights, termination rights and other rights that have not had and could not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations; and (iii) since June 30, 2000, none of the Acquired Corporations has received any notice or other communication regarding any actual or possible violation or breach of, or default under, any Acquired Corporation Contract, except in each such case for defaults, violations or breaches that have not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations.

(d)   Since July 1, 1999, except as set forth in Part 3.10(d) of the Company Disclosure Schedule:

(i)    the Acquired Corporations have not had any unresolved determination of noncompliance, entered into any consent order or undertaken any internal investigation relating directly or indirectly to any Government Contract or Government Bid;

(ii)   the Acquired Corporations have complied in all material respects with all Legal Requirements with respect to all Government Contracts and Government Bids;

(iii) to the best of the Company's knowledge, the Acquired Corporations have not, in obtaining or performing any Government Contract, violated (A) the Truth in Negotiations Act of 1962, as amended, (B) the Service Contract Act of 1963, as amended, (C) the Contract Disputes Act of 1978, as amended, (D) the Office of Federal Procurement Policy Act, as amended, (E) the Federal Acquisition Regulations (the "FAR") or any applicable agency supplement thereto, (F) the Cost Accounting Standards, (G) the National Industrial Security Program Operating Manual, (H) the Defense Industrial Security Regulation (DOD 5220.22-R) or any related security regulations, or (I) any other applicable procurement law or regulation or other Legal Requirement;

(iv)  all facts set forth in or acknowledged by any Acquired Corporation in any certification, representation or disclosure statement submitted by any Acquired Corporation with respect to any Government Contract or Government Bid were current, accurate and complete in all material respects as of the date of submission;

(v)   none of the Acquired Corporations nor, to the best of the Company's knowledge, any of their respective employees have been disbarred or suspended from doing business with any Governmental Body, and, to the Acquired Corporations' best knowledge, no circumstances exist that would warrant the institution of debarment or suspension proceedings against any Acquired Corporation or any employee of any Acquired Corporation;

18

(vi)  no negative determinations of responsibility, as contemplated in Part 9 of the FAR (Contractor Qualifications), have been issued against any Acquired Corporation in connection with any Government Contract or Government Bid;

(vii) no direct or indirect costs incurred by any Acquired Corporation have been disallowed as a result of a finding or determination of any kind by any Governmental Body other than as a result of audits by Governmental Bodies;

(viii) no Governmental Body, and no prime contractor or high-tier subcontractor of any Governmental Body, has withheld or set off, or, to the best of the Company's knowledge, threatened to withhold or set off, any amount due to any Acquired Corporation under any Government Contract;

(ix)  there are not and have not been any irregularities, misstatements or omissions relating to any Government Contract or Government Bid that have led to or, to the best of the Company's knowledge, could reasonably be expected to lead to (A) any administrative, civil, criminal or other investigation, Legal Proceeding or indictment involving any Acquired Corporation or any of their employees, (B) the disallowance of any costs submitted for payment by any Acquired Corporation, (C) the recoupment of any payments previously made to any Acquired Corporation, (D) a finding or claim of fraud, defective pricing, mischarging or improper payments on the part of any Acquired Corporation, or (E) the assessment of any penalties or damages of any kind against any Acquired Corporation, which penalties or damages could, individually or in the aggregate, have a Material Adverse Effect on the Acquired Corporations;

(x)   there is not any (A) outstanding claim against any Acquired Corporation by, or dispute involving any Acquired Corporation with, any prime contractor, subcontractor, vendor or other Person arising under or relating to the award or performance of any Government Contract, (B) fact known by any Acquired Corporation upon which any such claim could reasonably be expected to be based or which may give rise to any such dispute, or (C) to the best of the Company's knowledge, final decision of any Government Body against any Acquired Corporation;

(xi)  no Acquired Corporation is undergoing, and no Acquired Corporation has undergone, any audit, and, to the best knowledge of the Acquired Corporations, there is no impending audit, arising under or relating to any Government Contract (other than normal routine audits conducted in the ordinary course of business);

(xii) no Acquired Corporation is subject to any financing arrangement or assignment of proceeds with respect to the performance of any Government Contract;

(xiii) no payment has been made by any Acquired Corporation or, to the Acquired Corporations' best knowledge, by a Person acting on any Acquired Corporation's behalf to any Person (other than to any bona fide employee or agent (as defined in subpart 3.4 of the FAR) of any Acquired Corporation) which is or was contingent upon the award of any Government Contract or which would otherwise be in violation of any applicable procurement law or regulation or any other Legal Requirement;

(xiv) each Acquired Corporation's cost accounting system is in material compliance with applicable regulations and other applicable Legal Requirements, and has not been determined by any Governmental Body not to be in compliance with any Legal Requirement;

(xv) each Acquired Corporation has complied in all material respects with all applicable regulations and other Legal Requirements and, to the best of the Company's knowledge, with all applicable contractual requirements relating to the placement of

19

legends or restrictive markings on technical data, computer software and other Acquired Corporation Proprietary Assets;

(xvi) in each case in which an Acquired Corporation has delivered or otherwise provided any technical data, computer software or Acquired Corporation Proprietary Asset to any Governmental Body in connection with any Government Contract, such Acquired Corporation has marked such technical data, computer software or Acquired Corporation Proprietary Asset with all markings and legends (including any "restricted rights" legend and any "government purpose license rights" legend) necessary (under the FAR or other applicable Legal Requirements) to ensure that no Governmental Body or other Person is able to acquire any unlimited rights with respect to such technical data, computer software or Acquired Corporation Proprietary Asset, except where failure to do so has not had and will not have a Material Adverse Effect on any Acquired Corporation;

(xvii) no Acquired Corporation has made any written disclosure to any Governmental Body pursuant to any voluntary disclosure agreement;

(xviii) each Acquired Corporation has reached agreement with the cognizant government representatives approving and "closing" all indirect costs charged to Government Contracts for fiscal 1997, 1998, 1999 and 2000, and those years are closed;

(xix) no Government Contract period of performance has been shortened as a result of award term provisions;

(xx) there is no overhead rate ceiling on any current Government Contract, and there is no profit impact associated with overhead rate ceilings on prior completed Government Contracts;

(xxi) there are no Government Contracts with performance bonds;

(xxii) the Acquired Corporations are not currently parties to, or the makers of, any Government Contracts or Government Bids that include forward pricing bidding and billing rates; and

(xxiii) each Acquired Corporation is not and will not be required to make any filings with or give notice to, or to obtain any Consent from, any Governmental Body under or in connection with any Government Contract or Government Bid as a result of or by virtue of (A) the execution, delivery of performance of this Agreement or any of the other agreements referred to in this Agreement, or (B) the consummation of the Merger or any of the other transactions contemplated by this Agreement.

3.11    Sale of Products; Performance of Services.

(a)   Except as set forth in Part 3.11(a) of the Company Disclosure Schedule, to the best of the Company's knowledge, each product, system, program, Proprietary Asset or other asset designed, developed, manufactured, assembled, sold, installed, repaired, licensed or otherwise made available by any of the Acquired Corporations to any Person: (i) conformed and complied in all material respects with the terms and requirements of any applicable warranty or other Contract and with all applicable Legal Requirements; and (ii) was free of any bug, virus, design defect or other defect or deficiency at the time it was sold or otherwise made available, other than any immaterial bug or similar defect that has not had and would not have an adverse effect, in any material respect, on such product, system, program, Acquired Corporation Proprietary Asset or other asset (or the operation or performance thereof). Part 3.11(a) of the Company Disclosure Schedule contains an accurate and complete copy of the most recent "bug list" with respect to each product, system, program or software module of each of the Acquired Corporations.

20

(b)   All installation services, programming services, integration services, repair services, maintenance services, support services, training services, upgrade services and other services that have been performed by the Acquired Corporations were performed properly and in conformity with the terms and requirements of all applicable warranties and other Contracts and with all applicable Legal Requirements.

(c)   Except as set forth in Part 3.11(c) of the Company Disclosure Schedule, since June 30, 2000, no customer or other Person has asserted in writing or, to the best of the Company's knowledge, threatened to assert any claim against any of the Acquired Corporations (i) under or based upon any warranty provided by or on behalf of any of the Acquired Corporations, or (ii) based upon any services performed by any of the Acquired Corporations.

3.12    Liabilities.    None of the Acquired Corporations has any accrued, contingent or other liabilities of any nature, either matured or unmatured, except for: (a) liabilities identified as such in the "liabilities" column of the Balance Sheet; (b) normal and recurring current liabilities that have been incurred by the Acquired Corporations since March 31, 2003 in the ordinary course of business and consistent with past practices; and (c) liabilities described in Part 3.12 of the Company Disclosure Schedule.

3.13    Compliance with Legal Requirements.    Each of the Acquired Corporations is, and has at all times since June 30, 2000 been, in compliance in all material respects with all applicable Legal Requirements. Since June 30, 2000, none of the Acquired Corporations has received any notice or other communication from any Governmental Body or other Person regarding any actual or possible violation of, or failure to comply with, any Legal Requirement.

3.14    Certain Business Practices.    None of the Acquired Corporations, and (to the best of the knowledge of the Company) no director, officer, agent or employee of any of the Acquired Corporations, has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made 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 any other unlawful payment.

3.15    Governmental Authorizations.

(a)   The Acquired Corporations hold all Governmental Authorizations necessary to enable the Acquired Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. To the best of the Company's knowledge, all such Governmental Authorizations are valid and in full force and effect. Each Acquired Corporation is, and at all times since June 30, 2000 has been, in substantial compliance with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance with the terms and requirements of such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Since June 30, 2000, none of the Acquired Corporations has received any notice or other communication from any Governmental Body regarding (a) any actual or possible violation of or failure to comply with any term or requirement of any material Governmental Authorization, or (b) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in a writing delivered to the Company or any of its Subsidiaries the right of any of the Acquired Corporations to design, manufacture, offer or sell any of its respective products or services.

21

(b)   Part 3.15(b) of the Company Disclosure Schedule describes the terms of each grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any U.S. or foreign Governmental Body or otherwise. Each of the Acquired Corporations is in full compliance with all of the terms and requirements of each grant, incentive and subsidy identified or required to be identified in Part 3.15(b) of the Company Disclosure Schedule. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Merger or any of the other transactions contemplated by this Agreement, will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to be identified in Part 3.15(b) of the Company Disclosure Schedule.

3.16    Tax Matters.

(a)   Each of the Tax Returns required to be filed by or on behalf of the respective Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the "Acquired Corporation Returns") (i) has been or will be filed on or before the applicable due date (including any extensions of such due date), and (ii) has been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns to be due on or before the Closing Date have been or will be paid on or before the Closing Date.

(b)   The Balance Sheet fully accrues all actual and contingent liabilities for Taxes with respect to all periods through March 31, 2003 in accordance with GAAP. Each Acquired Corporation will establish, in the ordinary course of business and consistent with its past practices, reserves adequate for the payment of all Taxes for the period from March 31, 2003 through the Closing Date.

(c)   Except as set forth in Part 3.16(c) of the Company Disclosure Schedule, since July 1, 1999, (i) no Acquired Corporation Return has ever been examined or audited by any Governmental Body; (ii) no extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted (by the Company or any other Person); and (iii) no such extension or waiver has been requested from any Acquired Corporation.

(d)   Except as set forth in Part 3.16(d) of the Company Disclosure Schedule, no claim or Legal Proceeding is pending or, to the best of the knowledge of the Company, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established on the Balance Sheet). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code (or any comparable provision of state or foreign Tax laws) as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. None of the Acquired Corporations has made any distribution of stock of any controlled corporation, as that term is defined in Code Section 355(a)(1).

(e)   There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other

22

such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162 of the Code (or any comparable provision under state or foreign Tax laws). None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has any liability for Taxes of any Person (other than another Acquired Corporation) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise.

3.17    Employee and Labor Matters; Benefit Plans.

(a)   Part 3.17(a) of the Company Disclosure Schedule identifies each Employee Plan. Part 3.17(a) also identifies each Legal Requirement pursuant to which any of the Acquired Corporations is required to establish any reserve or make any contribution for the benefit of any current or former employee located in any foreign jurisdiction.

(b)   Except as set forth in Part 3.17(a) of the Company Disclosure Schedule, none of the Acquired Corporations maintains, sponsors or contributes to, and none of the Acquired Corporations has at any time in the past maintained, sponsored or contributed to, any Pension Plan.

(c)   Except as set forth in Part 3.17(a) of the Company Disclosure Schedule, none of the Acquired Corporations maintains, sponsors or contributes to any Welfare Plan.

(d)   With respect to each Employee Plan, the Company has delivered to Parent: (i) an accurate and complete copy of such Employee Plan (including all amendments thereto); (ii) an accurate and complete copy of the annual report, if required under ERISA, with respect to such Employee Plan for the last two years; (iii) an accurate and complete copy of the most recent summary plan description, together with each summary of material modifications, if required under ERISA, with respect to such Employee Plan, (iv) if such Employee Plan is funded through a trust or any third party funding vehicle, an accurate and complete copy of the trust or other funding agreement (including all amendments thereto) and accurate and complete copies the most recent financial statements thereof; (v) accurate and complete copies of all Contracts relating to such Employee Plan, including service provider agreements, insurance contracts, minimum premium contracts, stop-loss agreements, investment management agreements, subscription and participation agreements and recordkeeping agreements; and (vi) an accurate and complete copy of the most recent determination letter received from the Internal Revenue Service with respect to such Employee Plan (if such Employee Plan is intended to be qualified under Section 401(a) of the Code).

(e)   None of the Acquired Corporations is or has ever been required to be treated as a single employer with any other Person under Section 4001(b)(1) of ERISA or Section 414(b), (c), (m) or (o) of the Code, except for the Acquired Corporations. None of the Acquired Corporations has ever been a member of an "affiliated service group" within the meaning of Section 414(m) of the Code. None of the Employee Plans identified in the Company Disclosure Schedule is a multi-employer plan (within the meaning of Section 3(37) of ERISA). None of the Acquired Corporations has ever made a complete or partial withdrawal from a multi-employer plan, as such term is defined in Section 3(37) of ERISA, resulting in "withdrawal liability," as such term is defined in Section 4201 of ERISA (without regard to subsequent reduction or waiver of such liability under either Section 4207 or 4208 of ERISA).

(f)    None of the Acquired Corporations has any plan or commitment to create any Welfare Plan or any Pension Plan, or to modify or change any existing Welfare Plan or Pension Plan (other than to comply with applicable law) in a manner that would affect any current or former employee or director of any of the Acquired Corporations.

23

(g)   Except as set forth in Part 3.17(g) of the Company Disclosure Schedule, no Employee Plan provides death, medical or health benefits (whether or not insured) with respect to any current or former employee or director of any of the Acquired Corporations after any termination of service of such employee or director (other than benefit coverage mandated by applicable law, including coverage provided pursuant to Section 4980B of the Code).

(h)   With respect to any Employee Plan constituting a group health plan within the meaning of Section 4980B(g)(2) of the Code, the provisions of COBRA have been complied with in all material respects. Part 3.17(h) of the Company Disclosure Schedule describes all obligations of the Acquired Corporations as of the date of this Agreement under any of the provisions of COBRA.

(i)    Each of the Employee Plans has been operated and administered in all material respects in accordance with its terms and with applicable Legal Requirements, including ERISA, the Code and applicable foreign Legal Requirements. The Acquired Corporations have performed all of their respective obligations under the Employee Plans.

(j)    Each of the Employee Plans intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service, and, to the best of the Company's knowledge, nothing has occurred that would adversely affect such determination.

(k)   Except as set forth in Part 3.17(k) of the Company Disclosure Schedule, neither the execution, delivery or performance of this Agreement, nor the consummation of the Merger or any of the other transactions contemplated by this Agreement, will result in any bonus, golden parachute, severance or other payment or obligation to any current or former employee or director of any of the Acquired Corporations (whether or not under any Employee Plan), or materially increase the benefits payable or provided under any Employee Plan, or result in any acceleration of the time of payment or vesting of any such benefits (other than the acceleration of vesting of any unvested Company Options).

(l)    Part 3.17(l) of the Company Disclosure Schedule contains a list of all salaried employees of each of the Acquired Corporations as of the date of this Agreement, and correctly reflects, in all material respects, their salaries, any other compensation payable to them (including compensation payable pursuant to bonus, deferred compensation or commission arrangements), their dates of employment and their positions. None of the Acquired Corporations is a party to any collective bargaining contract or other Contract with a labor union involving any of its employees. All of the employees of the Acquired Corporations are "at will" employees.

(m)  Part 3.17(m) of the Company Disclosure Schedule identifies each employee of any of the Acquired Corporations who is not fully available to perform work because of disability or other leave and sets forth the basis of such disability or leave and the anticipated date of return to full service.

(n)   Each of the Acquired Corporations is in compliance in all material respects with all applicable Legal Requirements and Contracts relating to employment, employment practices, wages, bonuses and terms and conditions of employment, including employee compensation matters.

(o)   Each of the Acquired Corporations has adequate labor relations sufficient to conduct its business as presently conducted, and none of the Acquired Corporations has any knowledge of any facts indicating that (i) the consummation of the Merger or any of the other transactions contemplated by this Agreement will have a material adverse effect on the labor relations of any of the Acquired Corporations or on the ability of any of the Acquired

24

Corporations to conduct its business as presently conducted, or (ii) any of the employees of any of the Acquired Corporations intends to terminate his or her employment with the Acquired Corporation with which such employee is employed.

3.18    Environmental Matters.    Except as set forth in Part 3.18 of the Company Disclosure Schedule, each of the Acquired Corporations (i) is in compliance in all material respects with all applicable Environmental Laws, and (ii) to the best of the Company's knowledge, possesses all permits and other Governmental Authorizations required under applicable Environmental Laws, and is in compliance with the terms and conditions thereof. None of the Acquired Corporations received any written notice or other written communication prior to July 1, 1999 or has received any notice or other communication (in writing or otherwise) since July 1, 1999, whether from a Governmental Body, citizens group, employee or otherwise, that alleges that any of the Acquired Corporations is not in compliance with any Environmental Law, and, to the best of the Company's knowledge, there are no circumstances that may prevent or interfere with the compliance by any of the Acquired Corporations with any Environmental Law in the future. To the best of the Company's knowledge, (a) all property that is leased to, controlled by or used by any of the Acquired Corporations, and all surface water, groundwater and soil associated with or adjacent to such property, is free of any material environmental contamination of any nature, (b) none of the property leased to, controlled by or used by any of the Acquired Corporations contains any underground storage tanks, asbestos, equipment using PCBs, underground injection wells, and (c) none of the property leased to, controlled by or used by any of the Acquired Corporations contains any septic tanks in which process wastewater or any Materials of Environmental Concern have been disposed of. To the best of the Company's knowledge, no Acquired Corporation has ever sent or transported, or arranged to send or transport, any Materials of Environmental Concern to a site that, pursuant to any applicable Environmental Law, (i) has been placed on the "National Priorities List" of hazardous waste sites or any similar state list, (ii) is otherwise designated or identified as a potential site for remediation, cleanup, closure or other environmental remedial activity, or (iii) is subject to a Legal Requirement to take "removal" or "remedial" action as detailed in any applicable Environmental Law or to make payment for the cost of cleaning up any site.

3.19    Insurance.    The Company has delivered to Parent a copy of all material insurance policies and all material self insurance programs and arrangements relating to the business, assets and operations of the Acquired Corporations. Each of such insurance policies is in full force and effect. Since June 30, 2001, none of the Acquired Corporations has received any notice or other communication regarding any actual or possible (a) cancellation or invalidation of any insurance policy, (b) refusal of any coverage or rejection of any material claim under any insurance policy, or (c) material adjustment in the amount of the premiums payable with respect to any insurance policy. Except as set forth in Part 3.19 of the Company Disclosure Schedule, there is no pending workers' compensation or other claim under or based upon any insurance policy of any of the Acquired Corporations.

3.20    Transactions with Affiliates.    Except as set forth in the Company SEC Documents filed prior to the date of this Agreement, between the date of the Company's last proxy statement filed with the SEC and the date of this Agreement, no event has occurred that would be required to be reported by the Company pursuant to Item 404 of Regulation S-K promulgated by the SEC. Part 3.20 of the Company Disclosure Schedule identifies each Person who is (or who may be deemed to be) an "affiliate" (as that term is used in Rule 144 under the Securities Act) of the Company as of the date of this Agreement.

3.21    Legal Proceedings; Orders.

(a)   Except as set forth in Part 3.21 of the Company Disclosure Schedule, there is no pending Legal Proceeding, and (to the best of the Company's knowledge) no Person has threatened to commence any Legal Proceeding: (i) that involves any of the Acquired

25

Corporations or any of the assets owned or used by any of the Acquired Corporations; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the Company's knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding.

(b)   There is no order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject. To the best of the Company's knowledge, no officer or key employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporations.

3.22    Authority; Inapplicability of Anti-takeover Statutes; Binding Nature of Agreement.    The Company has full right, power and authority to enter into and to perform its obligations under this Agreement. The Board of Directors of the Company (at a meeting duly called and held) has (a) by the unanimous vote of all directors of the Company, determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the Company's stockholders, (b) by unanimous vote of all directors of the Company, approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements of the DGCL, (c) by unanimous vote of all directors of the Company, declared that this Agreement is advisable, (d) by unanimous vote of all directors of the Company, resolved to recommend that stockholders of the Company accept the Offer and tender their shares of Company Common Stock pursuant to the Offer and adopt this Agreement and approve the Merger and (e) to the extent necessary, by unanimous vote adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or similar Legal Requirement that might otherwise apply to the Merger or any of the other transactions contemplated by this Agreement. This Agreement constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. Prior to the execution of the Stockholder Tender Agreements, the Board of Directors of the Company approved the Stockholder Tender Agreements and the transactions contemplated thereby. No state takeover statute or similar Legal Requirement applies or purports to apply to the Merger, this Agreement or any of the transactions contemplated hereby.

3.23    Section 203 of the DGCL Not Applicable. As of the date hereof and at all times on or prior to the Effective Time, the Board of Directors of the Company has and will take all actions so that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and to the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement.

3.24    No Discussions.    None of the Acquired Corporations, and no Representative of any of the Acquired Corporations, is engaged, directly or indirectly, in any discussions or negotiations with any other Person relating to any Acquisition Proposal or any inquiry or indication of interest that could lead to an Acquisition Proposal.

3.25    Intent to Tender; Vote Required.    The Company has been advised that all of its directors and executive officers and each stockholder of the Company having representation on the Company's Board of Directors presently intend to tender their shares of Company Common Stock pursuant to the Offer and shall concurrently enter into the Stockholder Tender Agreements. The Required Company Stockholder Vote, if required under applicable law, is the only vote of the

26

holders of any class or series of the Company's capital stock necessary to adopt this Agreement, approve the Merger or consummate any of the other transactions contemplated by this Agreement.

3.26    Non-Contravention; Consents.    Neither (1) the execution, delivery or performance of this Agreement, nor (2) the consummation by the Company of the Offer, the Merger or any of the other transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):

(a)   contravene, conflict with or result in a violation of (i) any of the provisions of the articles or certificate of incorporation, bylaws or other charter or organizational documents of any of the Acquired Corporations, or (ii) any resolution adopted by the stockholders, the Board of Directors or any committee of the Board of Directors of any of the Acquired Corporations;

(b)   contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject;

(c)   contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations or that otherwise relates to the business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired Corporations;

(d)   except as set forth in Part 3.26(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that constitutes a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Acquired Corporation Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Contract, or (iv) cancel, terminate or modify any term of such Acquired Corporation Contract;

(e)   result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations); or

(f)    result in, or increase the likelihood of, the disclosure or delivery to any escrowholder or other Person of any Acquired Corporation Source Code, or the transfer of any material asset of any of the Acquired Corporations to any Person.

        Except as may be required by the Exchange Act, the DGCL and the rules and regulations of the SEC and AMEX, none of the Acquired Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by the Company, or (y) the consummation by the Company of the Offer, the Merger or any of the other transactions contemplated by this Agreement.

3.27    Fairness Opinion.    The Company's Board of Directors has received the written opinion of Imperial Capital, LLC, financial advisor to the Company, dated the date of this Agreement, to the effect that the Per Share Amount is fair to the stockholders of the Company from a financial point of view. The Company has furnished an accurate and complete copy of said written opinion to Parent.

27

3.28    Financial Advisor.    Except for Imperial Capital, LLC, no broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement based upon arrangements made by or on behalf of any of the Acquired Corporations. The total of all fees, commissions and other amounts that have been paid by the Company to Imperial Capital, LLC and all fees, commissions and other amounts that may become payable to Imperial Capital, LLC by the Company if the Offer and the Merger is consummated will not exceed $634,993. The Company has furnished to Parent accurate and complete copies of all agreements under which any such fees, commissions or other amounts have been paid or may become payable and all indemnification and other agreements related to the engagement of Imperial Capital, LLC.

3.29    Full Disclosure.

(a)   This Agreement (including the Company Disclosure Schedule) does not, and the certificate referred to in paragraph (f) of Annex I will not, (i) contain any representation, warranty or information that is false or misleading with respect to any material fact, or (ii) omit to state any material fact necessary in order to make the representations, warranties and information contained and to be contained herein and therein (in the light of the circumstances under which such representations, warranties and information were or will be made or provided) not false or misleading.

(b)   None of the information to be supplied by or on behalf of the Company for inclusion in the Offer Documents or the Schedule 14D-9 will, at the time the Offer Documents and the Schedule 14D-9 are mailed to the stockholders of the Company or at any time between the time the Offer Documents and the Schedule 14D-9 are mailed to the stockholders of the Company and the acceptance of shares of Company Common Stock pursuant to the Offer, 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 the light of the circumstances under which they are made, not misleading. None of the information to be supplied by or on behalf of the Company for inclusion in the Proxy Statement will, at the time the Proxy Statement is mailed to the stockholders of the Company or at the time of the Company Stockholders' Meeting (or any adjournment or postponement thereof), 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 the light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder.

Section 4. REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUB

        Parent and Acquisition Sub represent and warrant to the Company as follows:

4.1    Due Organization.    Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Acquisition Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of Parent and Acquisition Sub has all necessary power and authority: (a) to conduct its business in the manner in which its business is currently being conducted and (b) to own and use its assets in the manner in which its assets are currently owned and used.

4.2    Authority; Binding Nature of Agreement.    Parent and Acquisition Sub have full right, power and authority to execute and deliver and perform their obligations under this Agreement; and the execution, delivery and performance by Parent and Acquisition Sub of this Agreement have been duly authorized by all necessary action on the part of Parent and Acquisition Sub and their respective boards of directors. This Agreement constitutes the legal, valid and binding

28

obligation of Parent and Acquisition Sub, enforceable against them in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

4.3    Non-Contravention; Consents.    Neither the execution and delivery of this Agreement by Parent and Acquisition Sub nor the consummation by Parent and Acquisition Sub of the Offer or the Merger will (a) conflict with or result in any breach of any provision of the certificate of incorporation or bylaws of Parent or Acquisition Sub, (b) result in a default by Parent or Acquisition Sub under any Contract to which Parent or Acquisition Sub is a party, except for any default that has not had and will not have a material adverse effect on Parent or Acquisition Sub as applicable, or (c) result in a violation by Parent or Acquisition Sub of any order, writ, injunction, judgment or decree to which Parent or Acquisition Sub is subject, except for any violation that has not had and will not have a material adverse effect on Parent or Acquisition Sub as applicable. Except as may be required by the Securities Act, the Exchange Act, state securities or "blue sky" laws, the DGCL and the rules and regulations of the SEC, NASD and AMEX, Parent is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with the execution, delivery or performance of this Agreement or the consummation of the Offer of the Merger.

4.4    Disclosure.    None of the information to be supplied by or on behalf of Parent for inclusion in the Offer Documents or the Schedule 14D-9 will, at the time the Offer Documents and the Schedule 14D-9 are mailed to the stockholders of the Company or at any time between the time the Offer Documents and the Schedule 14D-9 are mailed to the stockholders of the Company and the acceptance of shares of Company Common Stock pursuant to the Offer, 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 the light of the circumstances under which they are made, not misleading. None of the information to be supplied by or on behalf of Parent for inclusion in the Proxy Statement will, at the time the Proxy Statement is mailed to the stockholders of the Company or at the time of the Company Stockholders' Meeting (or any adjournment or postponement thereof), 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 the light of the circumstances under which they are made, not misleading.

4.5    Funds.    Acquisition Sub has, or will have prior to the consummation of the Offer, sufficient funds available to satisfy in full the obligation to pay for all of the shares of Company Common Stock in the Offer and to pay the Merger Consideration in the Merger and to pay all of its fees and expenses related to the Transactions.

Section 5. CERTAIN COVENANTS OF THE COMPANY

5.1    Access and Investigation.    During the period from the date of this Agreement through the date on which designees of Parent constitute both (i) a majority of the members of the Board of Directors of the Company and (ii) all of the executive officers of the Company (the "Pre-Closing Period"), upon reasonable notice, the Company shall, and shall cause the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent's Representatives with reasonable access during normal business hours of the Company to the Acquired Corporations' Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) provide Parent and Parent's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request. Unless otherwise required

29

by any Legal Requirement, during the Pre-Closing Period, Parent will disclose any such information which is non-public only in accordance with the provisions of the Confidentiality Agreement between the Company and Parent, dated June 7, 2002, and will otherwise treat any such information during the Pre-Closing Period only in accordance with the provisions of such Confidentiality Agreement. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall promptly provide Parent with copies of:

(a)   all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including (i) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (ii) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management;

(b)   any written materials or communications sent by or on behalf of the Company to its stockholders;

(c)   any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices);

(d)   any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; and

(e)   any material notice, report or other document received by any of the Acquired Corporations from any Governmental Body.

5.2    Operation of the Company's Business.

(a)   During the Pre-Closing Period: (i) the Company shall ensure that each of the Acquired Corporations conducts its business and operations (A) in the ordinary course and in substantially the same manner as previously conducted and (B) in material compliance with all applicable Legal Requirements and the requirements of all Acquired Corporation Contracts that constitute Material Contracts; (ii) the Company shall use its reasonable efforts to ensure that each of the Acquired Corporations preserves intact its current business organization, keeps available the services of its current officers and employees and maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the respective Acquired Corporations; (iii) the Company shall use its reasonable efforts to keep in full force all insurance policies referred to in Section 3.19; (iv) the Company shall cause to be provided all notices, assurances and support required by any Acquired Corporation Contract relating to any Proprietary Asset in order to ensure that no condition under such Acquired Corporation Contract occurs that could result in, or could increase the likelihood of, (A) any transfer or disclosure by any Acquired Corporation of any Acquired Corporation Source Code, or (B) a release from any escrow of any Acquired Corporation Source Code that has been deposited or is required to be deposited in escrow under the terms of such Acquired Corporation Contract; (v) the Company shall promptly notify Parent of (A) any notice or other communication from any Person alleging that the Consent of such Person is or may be required in connection with any of the transactions contemplated by this Agreement, and (B) any Legal Proceeding commenced, or, to the best of its knowledge threatened, relating to or involving or otherwise affecting any of

30

the Acquired Corporations that relates to the consummation of the transactions contemplated by this Agreement; and (vi) the Company shall (to the extent requested by Parent) cause its officers and the officers of its Subsidiaries to report regularly to Parent concerning the status of the Company's business.

(b)   During the Pre-Closing Period, the Company shall not (without the prior written consent of Parent), and shall not permit any of the other Acquired Corporations to:

(i)    declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock, or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities;

(ii)   sell, issue, grant or authorize the issuance or grant of (A) any capital stock or other security, (B) any option, call, warrant or right to acquire any capital stock or other security, or (C) any instrument convertible into or exchangeable for any capital stock or other security (except that (1) the Company may issue shares of Company Common Stock (x) upon the valid exercise of Company Options outstanding as of the date of this Agreement, and (y) pursuant to the ESPP);

(iii) except as contemplated by Section 6.3, amend or waive any of its rights under, or accelerate the vesting under, any provision of any of the Company's stock option plans, any provision of any agreement evidencing any outstanding stock option or any restricted stock purchase agreement, or otherwise modify any of the terms of any outstanding option or other security or any related Contract;

(iv)  amend or permit the adoption of any amendment to its certificate of incorporation or bylaws or other charter or organizational documents, or effect or become a party to any merger, consolidation, share exchange, business combination, amalgamation, recapitalization, reclassification of shares, stock split, reverse stock split, division or subdivision of shares, consolidation of shares or similar transaction;

(v)   form any Subsidiary or acquire any equity interest or other interest in any other Entity;

(vi)  make any capital expenditure (except that the Acquired Corporations may make capital expenditures that, when added to all other capital expenditures made on behalf of the Acquired Corporations during the Pre-Closing Period, do not exceed $100,000 in the aggregate);

(vii) enter into or become bound by, or permit any of the assets owned or used by it to become bound by, any Material Contract, or amend or terminate, or waive or exercise any material right or remedy under, any Material Contract;

(viii) acquire, lease or license any right or other asset from any other Person or sell or otherwise dispose of, or lease or license, any right or other asset to any other Person (except in each case for immaterial assets acquired, leased, licensed or disposed of by the Company in the ordinary course of business and consistent with past practices), or waive or relinquish any material right;

(ix)  lend money to any Person, or incur or guarantee any indebtedness;

(x)   establish, adopt or amend any employee benefit plan, pay any bonus or make any profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees (except that the Company (A) may make routine, reasonable salary increases that have been disclosed to Parent prior to the date of this

31

Agreement in connection with the Company's customary employee review process, and (B) may pay customary bonus payments and profit sharing payments consistent with past practices payable in accordance with existing bonus and profit sharing plans referred to in Part 3.17(a) of the Company Disclosure Schedule);

(xi)  hire any employee at the level of supervisor or above or with an annual base salary in excess of $75,000, or enter into an employment relationship with anyone which is other than "at-will", or promote any employee except in order to fill a position vacated after the date of this Agreement;

(xii) change any of its pricing policies, product return policies, product maintenance polices, service policies, product modification or upgrade policies, personnel policies or other business policies, or any of its methods of accounting or accounting practices in any respect;

(xiii) make any Tax election;

(xiv) commence or settle any Legal Proceeding;

(xv) enter into any material transaction or take any other material action outside the ordinary course of business or substantially inconsistent with past practices; or

(xvi) agree or commit to take any of the actions described in clauses"(i)" through "(xv)" of this Section 5.2(b).

(c)   During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material inaccuracy in any representation or warranty made by the Company in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material inaccuracy in any representation or warranty made by the Company in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of the Company; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or could reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Without limiting the generality of the foregoing, the Company shall promptly advise Parent in writing of any Legal Proceeding or material claim threatened, commenced or asserted against or with respect to any of the Acquired Corporations. No notification given to Parent pursuant to this Section 5.2(c) shall limit or otherwise affect any of the representations, warranties, covenants or obligations of the Company contained in this Agreement.

5.3    No Solicitation.

(a)   Unless and until this Agreement shall have been terminated pursuant to Section 8.1, the Company shall not directly or indirectly, and shall not authorize or permit any of the other Acquired Corporations or any Representative of any of the Acquired Corporations directly or indirectly to, (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal (including by granting any waiver under Section 203 of the DGCL) or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Corporations to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could lead to an Acquisition Proposal, (iii) engage in

32

discussions or negotiations with any Person with respect to any Acquisition Proposal or any inquiry or indication of interest that could lead to an Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that prior to the acceptance of shares of Company Common Stock pursuant to the Offer, this Section 5.3(a) shall not prohibit the Company from furnishing nonpublic information regarding the Acquired Corporations to, or entering into discussions with, any Person in response to a Superior Offer that is submitted to the Company by such Person (and not withdrawn) if (1) neither the Company nor any Representative of any of the Acquired Corporations shall have breached or taken any action inconsistent with any of the provisions set forth in this Section 5.3, (2) the Board of Directors of the Company concludes in good faith, after having taken into account the advice of its outside legal counsel, that such action is required in order for the Board of Directors of the Company to comply with its fiduciary obligations to the Company's stockholders under applicable law, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, the Company gives Parent written notice of the identity of such Person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such Person, and the Company receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person by or on behalf of the Company and containing customary "standstill" provisions, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any action inconsistent with any of the provisions set forth in the preceding sentence by any Representative of any of the Acquired Corporations, whether or not such Representative is purporting to act on behalf of any of the Acquired Corporations, shall be deemed to constitute a breach of this Section 5.3 by the Company. Notwithstanding the foregoing, nothing contained in this Section 5.3(a) shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act.

(b)   The Company shall promptly (and in no event later than 24 hours after receipt of any Acquisition Proposal, any inquiry or indication of interest that could lead to an Acquisition Proposal or any request for nonpublic information) advise Parent orally and in writing of any Acquisition Proposal, any inquiry or indication of interest that could lead to an Acquisition Proposal or any request for nonpublic information relating to any of the Acquired Corporations (including the identity of the Person making or submitting such Acquisition Proposal, inquiry, indication of interest or request, and the terms thereof) that is made or submitted by any Person during the Pre-Closing Period. The Company shall keep Parent fully informed with respect to the status of any such Acquisition Proposal, inquiry, indication of interest or request and any modification or proposed modification thereto.

(c)   The Company shall immediately cease and cause to be terminated any existing discussions with any Person that relate to any Acquisition Proposal or any inquiry or indication of interest that could lead to an Acquisition Proposal.

(d)   The Company agrees not to release or permit the release of any Person from, or to waive or permit the waiver of any provision of, any confidentiality, "standstill" or similar agreement to which any of the Acquired Corporations is a party or under which any of the Acquired Corporations has any rights, and will use its best efforts to enforce or cause to be

33

enforced each such agreement at the request of Parent. The Company also will promptly request each Person that has executed, on or after June 30, 2000, a confidentiality agreement in connection with its consideration of a possible Acquisition Transaction or equity investment to return all confidential information heretofore furnished to such Person by or on behalf of any of the Acquired Corporations.

        Section 6. ADDITIONAL COVENANTS OF THE PARTIES    

6.1    Stockholder Approval; Proxy Statement.

(a)   If the adoption of this Agreement by the Company's stockholders is required by law, the Company shall, as promptly as practicable following the expiration of the Offer, take all action necessary under all applicable Legal Requirements to call, give notice of and hold a meeting of the holders of Company Common Stock to vote on the adoption of this Agreement (the "Company Stockholders' Meeting"). The Company shall ensure that all proxies solicited in connection with the Company Stockholders' Meeting are solicited in compliance with all applicable Legal Requirements. Once the Company Stockholders' Meeting has been duly called and notice thereof has been delivered to the Company's stockholders, the Company shall not postpone or adjourn the Company Stockholders' Meeting without the written consent of Parent, which consent shall not be unreasonably withheld.

(b)   If the adoption of this Agreement by the Company's stockholders is required by law, the Company shall, as soon as practicable following the expiration of the Offer, prepare and file with the SEC the Proxy Statement and shall use all reasonable efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed to the Company's stockholders, as promptly as practicable. The Company shall notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. The Company shall give Parent an opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included in the Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objects. If at any time prior to the Company Stockholders' Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare such an amendment or supplement and after obtaining the consent of Parent to such amendment or supplement, shall promptly transmit such amendment or supplement to the Company's stockholders.

(c)   Notwithstanding anything to the contrary contained in this Agreement, if Acquisition Sub shall own by virtue of the Offer or otherwise at least 90% of the outstanding shares of Company Common Stock, the parties shall take all necessary and appropriate action to cause the merger of Acquisition Sub and the Company to become effective as soon as practicable after the expiration of the Offer without a stockholders' meeting in accordance with Section 253 of the DGCL.

(d)   Parent agrees to cause all shares of Company Common Stock owned by Parent or any subsidiary of Parent to be voted in favor of the adoption of the Agreement at the Company Stockholders' Meeting.

6.2    Regulatory Approvals.    Each party shall use all reasonable efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Offer, the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional

34

information requested by any such Governmental Body. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement or overt threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding or overt threat, and (3) promptly inform the other party of any communication to or from any Governmental Body regarding the Merger or any of the other transactions contemplated by this Agreement. Except as may be prohibited by any Governmental Body or by any Legal Requirement, (a) the Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, and (b) in connection with any such Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceeding. At the request of Parent, the Company shall agree to divest, sell, dispose of, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to its or its Subsidiaries' ability to operate or retain any of the businesses, product lines or assets of the Company or any of its Subsidiaries, provided that any such action is conditioned upon the consummation of the Offer.

6.3    Stock Options.

(a)   Prior to the Offer Acceptance Time, the Company shall take all action that may be necessary (under the plans pursuant to which Company Options are outstanding and otherwise) to accelerate the vesting and exercisability of each unexpired and unexercised Company Option then in effect so that each such Company Option shall be fully vested and exercisable prior to the Offer Acceptance Time. As of the Effective Time, each unexpired and unexercised Company Option then in effect (and each plan, if any, under which any Company Option may be granted) shall be terminated, and each holder of any such Company Option shall be paid, in full satisfaction of such Company Option, a cash payment in an amount in respect thereof equal to the product of: (i) the excess, if any, of the Merger Consideration over the exercise price of such Company Option and (ii) the number of shares of Company Common Stock subject to the Company Option, less any income or employment or other Tax withholding required under the Code or any provision of applicable law.

(b)   Prior to the Effective Time, the Company shall take all action that may be necessary (under the plans pursuant to which Company Options are outstanding and otherwise) to effectuate the provisions of this Section 6.3 (other than actions required pursuant to the first sentence of Section 6.3(a) to be taken prior to the Offer Acceptance Time, which shall be taken prior to the Offer Acceptance Time) and to ensure that, from and after the Effective Time, holders of Company Options have no rights with respect thereto other than those specifically provided in this Section 6.3.

(c)   Prior to the Offer Acceptance Time, the Company shall take all actions necessary or required under the ESPP and Legal Requirements to ensure that, except for the six month offering period under the ESPP that commenced on July 1, 2003, no additional offering shall be authorized or commenced. The rights of participants in the ESPP with respect to any offering period then underway under the ESPP shall be determined by treating the last business day prior to the Effective Time as the last day of such offering period and by making such other pro-rata adjustments as may be necessary to reflect the shortened offering period but otherwise treating such shortened offering period as a fully effective and completed

35

offering period for all purposes under the ESPP. Prior to the Offer Acceptance Time, the Company shall take all actions (including, if appropriate, amending the terms of the ESPP) that are necessary to give effect to the transactions contemplated by this Section 6.3(c).

6.4    Employee Benefits.

(a)   Parent agrees that all employees of the Acquired Corporations who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time ("Continuing Employees") shall be eligible to continue to participate in the Surviving Corporation's health and welfare benefit plans; provided, however, that (i) nothing in this Section 6.4 or elsewhere in this Agreement shall limit the right of Parent or the Surviving Corporation to amend or terminate any such health or welfare benefit plan at any time, and (ii) if Parent or the Surviving Corporation terminates any such health or welfare benefit plan, then (upon expiration of any appropriate transition period), the Continuing Employees shall be eligible to participate in Parent's health and welfare benefit plans, to substantially the same extent as similarly situated employees of Parent. Nothing in this Section 6.4(a) or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of the Surviving Corporation and the employment of each Continuing Employee shall be "at will" employment.

(b)   At Parent's request, the Company agrees to take (or cause to be taken) all actions necessary or appropriate to terminate, effective immediately prior to the Effective Time, any employee benefit plan sponsored by any of the Acquired Corporations (or in which any of the Acquired Corporations participate) that contains a cash or deferred arrangement intended to qualify under section 401(k) of the Code. For the one-year period immediately following the Effective Time, Parent shall cause the Surviving Corporation to provide, or, pursuant to Section 6.4(a)(ii), Parent shall provide, such health or welfare benefit plans and arrangements as are no less favorable, taken as a whole, to employees of the Surviving Corporation than the health or welfare benefit plans or arrangements provided by the Company as of the date of this Agreement.

6.5    Indemnification of Officers and Directors.

(a)   All rights to indemnification existing in favor of those Persons who are directors and officers of the Company as of the date of this Agreement (the "Indemnified Persons") for their acts and omissions occurring prior to the Effective Time, as provided in the Company's bylaws (as in effect as of the date of this Agreement) and as provided in the indemnification agreements between the Company and said Indemnified Persons (as in effect as of the date of this Agreement) in the forms disclosed by the Company to Parent prior to the date of this Agreement, shall survive the Merger and shall be observed by the Surviving Corporation to the fullest extent available under Delaware law for a period of six years from the Effective Time, and any claim made requesting indemnification pursuant to such indemnification rights within such six-year period shall continue to be subject to this Section 6.5(a) and the indemnification rights provided under this Section 6.5(a) until disposition of such claim.

36

(b)   From the Effective Time until the sixth anniversary of the Effective Time (the "Tail Period"), the Surviving Corporation shall maintain in effect, for the benefit of the Indemnified Persons with respect to their acts and omissions occurring prior to the Effective Time, the existing policy of directors' and officers' liability insurance maintained by the Company as of the date of this Agreement in the form disclosed by the Company to Parent prior to the date of this Agreement (the "Existing Policy"); provided, however, that (i) in no event shall the Surviving Corporation be required pursuant to this Section 6.5(b) to make aggregate payments under the Existing Policy over the Tail Period in excess of $250,000 and (ii) once the Surviving Corporation has made aggregate payments under the Existing Policy over the Tail Period of $250,000, the Surviving Corporation shall have no further payment obligation under this Section 6.5(b) with respect to the Existing Policy, and, in the event that any amounts in excess of $250,000 become due from the Surviving Corporation with respect to the Existing Policy under this Section 6.5(b), the Surviving Corporation shall have no further obligation under this Section 6.5(b) to maintain the Existing Policy in effect and may cancel or otherwise terminate the Existing Policy in its sole discretion, provided that the Surviving Corporation has used reasonable efforts to provide each of the Indemnified Persons notice of its intention to cancel or otherwise terminate the Existing Policy at least 15 business days prior to the cancellation or termination of the Existing Policy.

6.6    Additional Agreements.

(a)   Subject to Section 6.6(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer or the Merger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.

(b)   Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Proprietary Asset, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Proprietary Asset; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer or the Merger if Parent determines in good faith upon the advice of outside counsel that contesting such Legal Proceeding might not be advisable.

37

6.7    Disclosure.    Parent and the Company shall consult with each other before issuing any press release or otherwise making any public statement with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Company shall not, and shall not permit any of its Subsidiaries or any Representative of any of the Acquired Corporations to, make any disclosure to employees of any of the Acquired Corporations, to the public or otherwise regarding the Offer, the Merger or any of the other transactions contemplated by this Agreement unless (a) Parent shall have approved such disclosure or (b) the Company shall have been advised by its outside legal counsel that such disclosure is required by applicable law. In addition to the foregoing, the Company shall notify Parent prior to the issuance of any press release and, unless prohibited by any Legal Requirement, shall provide Parent with a copy of such press release for review in advance of its issuance.

6.8    Resignation of Officers and Directors.    The Company shall use all reasonable efforts to obtain and deliver to Parent on or prior to the Offer Acceptance Time the resignation of the Company's directors as required by Section 1.3 and the resignation of each of the Company's officers and each of the officers and directors of the Company's Subsidiaries as may be required by Parent.

6.9    Takeover Laws; Advice of Changes.

(a)   If any Takeover Law may become, or may purport to be, applicable to the transactions contemplated in this Agreement, each of Parent and the Company and the members of their respective boards of directors will grant such approvals and take such actions as are necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms and conditions contemplated hereby and thereby and otherwise act to eliminate the effect of any Takeover Law on any of the transactions contemplated by this Agreement.

(b)   Each of the Company and Parent will give prompt notice to the other (and will subsequently keep the other informed on a current basis of any developments related to such notice) upon its becoming aware of the occurrence or existence of any fact, event or circumstance that (i) is reasonably likely to result in any Material Adverse Effect with respect to it, (ii) would cause or constitute a breach of any representations, warranties or covenants contained herein or (iii) is reasonably likely to result in any of the conditions set forth in Section 7 or in Annex I not being able to be satisfied prior to the Effective Date.

6.10    Audited Consolidated Financial Statements.    On or before September 2, 2003, the Company shall cause to be delivered to Parent (a) the consolidated balance sheet and related consolidated statements of operations and cash flows showing the financial condition of the Acquired Corporations as of June 30, 2003 and the results of operations and cash flows of the Acquired Corporations for the fiscal year ended June 30, 2003, all audited by PriceWaterhouseCoopers LLP or other independent public accountants of recognized national standing reasonably acceptable to Parent and accompanied by an opinion of such accountants (which shall not be qualified in any respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations and cash flows of the Acquired Corporations on a consolidated basis in accordance with GAAP consistently applied (the "Audited Consolidated Financial Statements") and (b) a copy of the Company's Annual Report on Form 10-K for its fiscal year ending June 30, 2003, as filed with the SEC.

        Section 7.    CONDITIONS PRECEDENT TO THE MERGER    The obligations of the parties to effect the Merger are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

7.1    Stockholder Approval.    If required by applicable Legal Requirements, this Agreement shall have been duly adopted by the Required Company Stockholder Vote.

38

7.2    No Restraints.    No temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Merger shall have been issued by any court of competent jurisdiction and remain in effect, and there shall not be any Legal Requirement enacted or deemed applicable to the Merger that makes consummation of the Merger illegal.

7.3    Consummation of Offer.    Acquisition Sub shall have accepted for payment and paid for shares of Company Common Stock pursuant to the Offer.

        Section 8.    TERMINATION

8.1    Termination.    This Agreement may be terminated prior to the Effective Time (whether before or after the adoption of this Agreement by the Required Company Stockholder Vote):

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

(b)   by either Parent or the Company if the Offer shall have expired without the acceptance for payment of shares of Company Common Stock pursuant to the Offer; provided, however, that (i) a party shall not be permitted to terminate this Agreement pursuant to this Section 8.1(b) if the failure of the acceptance for payment of shares of Company Common Stock pursuant to the Offer is attributable to a failure on the part of such party to perform in all material respects any covenant in this Agreement required to be performed by such party at or prior to the acceptance for payment of shares of Company Common Stock pursuant to the Offer and such party has not cured such failure within ten days after having received notice thereof; and (ii) the Company shall not be permitted to terminate this Agreement pursuant to this Section 8.1(b) unless the Company shall have made any payment required to be made to Parent pursuant to Sections 8.3(a) and 8.3(b) and shall have paid to Parent any fee required to be paid to Parent pursuant to Section 8.3(c);

(c)   by either Parent or the Company if the acceptance for payment of shares of Company Common Stock pursuant to the Offer shall not have occurred on or prior to the close of business on the date that is 75 business days after the date of this Agreement; provided, however, that (i) a party shall not be permitted to terminate this Agreement pursuant to this Section 8.1(c) if the failure of the acceptance for payment of shares of Company Common Stock pursuant to the Offer by the close of business on the date that is 75 business days after the date of this Agreement is attributable to a failure on the part of such party to perform in all material respects any covenant in this Agreement required to be performed by such party at or prior to the acceptance for payment of shares of Company Common Stock pursuant to the Offer and such party has not cured such failure within ten days after having received notice thereof; and (ii) the Company shall not be permitted to terminate this Agreement pursuant to this Section 8.1(c) unless the Company shall have made any payment required to be made to Parent pursuant to Sections 8.3(a) and 8.3(b) and shall have paid to Parent any fee required to be paid to Parent pursuant to Section 8.3(c);

(d)   by either Parent or the Company if a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable order, decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the acceptance for payment of shares of Company Common Stock pursuant to the Offer or the Merger or making consummation of the Offer or the Merger illegal;

(e)   by Parent (at any time prior to the acceptance for payment of shares of Company Common Stock pursuant to the Offer) if a Triggering Event shall have occurred;

(f)    by Parent if (at any time prior to the acceptance for payment of shares of Company Common Stock pursuant to the Offer) (i) any of the Company's representations and warranties contained in this Agreement shall be inaccurate as of the date of this Agreement,

39

or shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in paragraph (b) of Annex I would not be satisfied (it being understood that, for purposes of determining the accuracy of such representations and warranties as of the date of this Agreement or as of any subsequent date, (A) all "Material Adverse Effect" qualifications and other materiality qualifications, and any similar qualifications, contained in such representations and warranties shall be disregarded and (B) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded), or (ii) any of the Company's covenants contained in this Agreement shall have been breached such that the condition set forth in paragraph (c) of Annex I would not be satisfied; provided, however, that in the event of an inaccuracy in any of the Company's representations and warranties as of a date subsequent to the date of this Agreement, Parent may not terminate this Agreement under this Section 8.1(f) on account of such inaccuracy unless such inaccuracy has not been cured within ten days after the Company has received notice thereof;

(g)   by the Company if (at any time prior to the acceptance for payment of shares of Company Common Stock pursuant to the Offer) (i) any of Parent's representations and warranties contained in this Agreement shall be inaccurate as of the date of this Agreement, or shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and could not reasonably be expected to have, a material adverse effect on the Parent (it being understood that, for purposes of determining the accuracy of such representations and warranties as of the date of this Agreement or as of any subsequent date, all "Material Adverse Effect" qualifications and other materiality qualifications, and any similar qualifications, contained in such representations and warranties shall be disregarded), or (ii) if Parent shall not have complied with in all material respects Parent's covenants contained in this Agreement; provided, however, that in the event of an inaccuracy in any of Parent's representations and warranties as of a date subsequent to the date of this Agreement or a failure to comply with Parent's covenants, the Company may not terminate this Agreement under this Section 8.1(g) on account of such inaccuracy or breach unless such inaccuracy or breach has not been cured within ten days after Parent has received notice thereof;

(h)   by the Company if Acquisition Sub shall not have commenced (within the meaning of Rule 14d-2 under the Exchange Act) the Offer on or prior to the fifth business day after the public announcement of the execution of this Agreement; provided, however, that the Company shall not be permitted to terminate this Agreement pursuant to this Section 8.1(h) if (i) the failure to commence the Offer on or prior to the fifth business day after the public announcement of the execution of this Agreement is attributable to a failure on the part of the Company to perform any covenant in this Agreement required to be performed by the Company at or prior to the fifth business day after the public announcement of the execution of this Agreement, (ii) a Triggering Event shall have occurred or (iii) any of the Company's representations and warranties contained in this Agreement shall be inaccurate as of the date of this Agreement, or shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date) and on or prior to the fifth business day after the public announcement of the execution of this Agreement, such that the condition set forth in paragraph (b) of Annex I would not be satisfied (it being understood that, for purposes of determining the accuracy of such representations and warranties as of the date of this Agreement or as of any subsequent date, (A) all "Material Adverse Effect" qualifications and other materiality qualifications, and any similar qualifications, contained in such representations and warranties shall be disregarded and (B) any update of or modification to

40

the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded);

(i)    by either Parent or the Company if the acceptance for payment of shares of Company Common Stock pursuant to the Offer shall not have occurred on or prior to the close of business on the date that is 120 days after the date of this Agreement; or

(j)    by the Company at any time prior to the acceptance for payment of shares of Company Common Stock pursuant to the Offer, in order to accept a Superior Offer and enter into the Specified Agreement (as defined below) relating to such Superior Offer, if (i) such Superior Offer shall not have resulted from any breach of Section 5.3, (ii) the Board of Directors of the Company, after satisfying all of the requirements set forth in Section 1.2(b), shall have authorized the Company to enter into a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Superior Offer (the "Specified Agreement"), (iii) the Company shall have delivered to Parent a written notice containing a summary of the material terms and conditions of the Specified Agreement, which notice shall confirm that the other party's Board of Directors has confirmed its authorization to execute and deliver the Specified Agreement on behalf of the other party immediately upon termination of this Agreement by the Company pursuant to this Section 8.1(j), (iv) a period of at least three business days shall have elapsed since the receipt by Parent of such notice, and the Company shall have made its Representatives reasonably available during such period for the purpose of engaging in negotiations with Parent regarding a possible amendment of the Offer or a possible alternative transaction, (v) any proposal by Parent to amend the Offer or enter into an alternative transaction shall have been considered by the Board of Directors of the Company in good faith, and the Company's Board of Directors shall have determined in good faith (after having taken into account the advice of the Company's outside legal counsel and the advice of an independent financial advisor of nationally recognized reputation (it being understood that Imperial Capital, LLC shall be deemed a financial advisor of nationally recognized reputation for purposes of this Agreement)) that the terms of the proposed amended Offer (or other alternative transaction) are not as favorable to the Company's stockholders, from a financial point of view, as the transaction contemplated by the Specified Agreement, and (vi) the Company shall have made any payment required to be made to Parent pursuant to Sections 8.3(a) and 8.3(b) and shall have paid to Parent any fee required to be paid to Parent pursuant to Section 8.3(c).

8.2    Effect of Termination.    In the event of the termination of this Agreement as provided in Section 8.1, this Agreement shall be of no further force or effect; provided, however, that (i) this Section 8.2, Section 8.3 and Section 9 shall survive the termination of this Agreement and shall remain in full force and effect, and (ii) the termination of this Agreement shall not relieve any party from any liability for any breach of any representation, warranty, covenant, obligation or other provision contained in this Agreement.

8.3    Expenses; Termination Fees.

(a)   Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such expenses, whether or not the Offer or the Merger is consummated; provided, however, that (i) (A) if this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b) or Section 8.1(c), (B) after the date of this Agreement and at or prior to the time of the termination of this Agreement an Acquisition Proposal shall have been disclosed, announced, commenced, submitted or made, and (C) the Company consummates or is subject to a Specified Acquisition Transaction within 270 days of such termination or the Company or any of its Representatives signs a definitive agreement within 270 days of such termination providing for a Specified Acquisition Transaction, or (ii) this

41

Agreement is terminated by Parent pursuant to Section 8.1(e) or by the Company pursuant to Section 8.1(j), then (without limiting any obligation of the Company to pay any fee payable pursuant to Section 8.3(c)), the Company shall make a nonrefundable cash payment to Parent, at the time specified in Section 8.3(b), in an amount equal to the aggregate amount of all fees and expenses (including all attorneys' fees, accountants' fees, financial advisory fees and filing fees) that have been paid or that may become payable by or on behalf of Parent in connection with the preparation and negotiation of this Agreement and otherwise in connection with the Offer and the Merger, up to an aggregate amount of $350,000.

(b)   If (i) (A) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b) or Section 8.1(c), (B) after the date of this Agreement and at or prior to the time of the termination of this Agreement an Acquisition Proposal shall have been disclosed, announced, commenced, submitted or made, and (C) the Company consummates or is subject to a Specified Acquisition Transaction within 270 days of such termination or the Company or any of its Representatives signs a definitive agreement within 270 days of such termination providing for a Specified Acquisition Transaction, or (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e) or by the Company pursuant to Section 8.1(j), then the Company shall pay to Parent, in cash at the time specified in the next sentence (and in addition to the amounts payable pursuant to Section 8.3(a)), a nonrefundable fee in the amount equal to the greater of (i) $1,250,000.00 or (ii) 3% of the Per Share Amount multiplied by the Fully Diluted Number of Company Shares. In the case of termination of this Agreement by Parent or the Company pursuant to Section 8.1(b) or Section 8.1(c), the fee referred to in the preceding sentence and the amount payable pursuant to Section 8.3(a) shall be paid by the Company on or prior to the date of execution of the definitive agreement relating to the Specified Acquisition Transaction described in clause (i)(C) above or, if there is no such definitive agreement, on or prior to the date of consummation of the Specified Acquisition Transaction; in the case of termination of this Agreement by Parent pursuant to Section 8.1(e), the fee referred to in the preceding sentence and the amount payable pursuant to Section 8.3(a) shall be paid by the Company within three business days after such termination; and in the case of termination of this Agreement by the Company pursuant to Section 8.1(j), the fee referred to in the preceding sentence and the amount payable pursuant to Section 8.3(a) shall be paid by the Company at or prior to the time of such termination.

(c)   If the Company fails to pay when due any amount payable under this Section 8.3, then (i) the Company shall reimburse Parent for all costs and expenses (including reasonable fees and disbursements of counsel) incurred in connection with the collection of such overdue amount and the enforcement by Parent of its rights under this Section 8.3, and (ii) the Company shall pay to Parent interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid to Parent in full) at a rate per annum equal to the "prime rate" (as announced by Bank of America or any successor thereto) in effect on the date such overdue amount was originally required to be paid.

        Section 9.    MISCELLANEOUS PROVISIONS

9.1    Amendment.    Subject to Section 1.3, this Agreement may be amended with the approval of the respective Boards of Directors of the Company and Parent at any time. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

9.2    Waiver.    No failure on the part of any party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy

42

shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. No party shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

9.3    No Survival of Representations and Warranties.    None of the representations and warranties contained in this Agreement or in any certificate or schedule or other document delivered pursuant to this Agreement shall survive the Merger.

9.4    Entire Agreement; Counterparts.    This Agreement and the other agreements referred to herein constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof; provided, however, that the Confidentiality Agreement dated June 7, 2002 between the Company and Parent (other than the sixth paragraph and the second sentence of the eighth paragraph) shall not be superseded and shall remain in full force and effect. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument.

9.5    Applicable Law; Jurisdiction.    This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In any action between any of the parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement: (a) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware; (b) if any such action is commenced in a state court, then, subject to applicable law, no party shall object to the removal of such action to any federal court located in Delaware; (c) each of the parties irrevocably waives the right to trial by jury; and (d) each of the parties irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 9.9.

9.6    Disclosure Schedule.    The Company Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections contained in Section 3, and the information disclosed in any numbered or lettered part shall be deemed to relate to and to qualify only the particular representation or warranty set forth in the corresponding numbered or lettered section in Section 3, and shall not be deemed to relate to or to qualify any other representation or warranty.

9.7    Attorneys' Fees.    In any action at law or suit in equity to enforce this Agreement or the rights of any of the parties hereunder, the prevailing party in such action or suit shall be entitled to receive a sum for its reasonable attorneys' fees and all other reasonable costs and expenses incurred in such action or suit.

9.8    Assignability.    This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the parties hereto and their respective successors and assigns; provided, however, that neither this Agreement nor any of the Company's rights hereunder may be assigned by the Company without the prior written consent of Parent, and any attempted assignment of this Agreement or any of such rights by the Company without such consent shall be void and of no effect. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

43

9.9    Notices.    Any notice or other communication required or permitted to be delivered to any party under this Agreement shall be in writing and shall be deemed properly delivered, given and received (a) upon receipt when delivered by hand, (b) two business days after sent by registered mail or by courier or express delivery service or (c) upon receipt when received by facsimile prior to 6:00 p.m. recipient's local time, else on the business day following such date of receipt, provided that in each case the notice or other communication is sent to the address or facsimile telephone number set forth beneath the name of such party below (or to such other address or facsimile telephone number as such party shall have specified in a written notice given to the other parties hereto):

if to Parent or Acquisition Sub:

John D. Thomas
Cubic Corporation
9333 Balboa Avenue
San Diego, CA 92123
Facsimile No. (858) 505-1548

with copies to:

William L. Hoese
Cubic Corporation
9333 Balboa Avenue
San Diego, CA 92123
Facsimile No. (858) 277-1878

Barbara L. Borden, Esq.
Cooley Godward llp
4401 Eastgate Mall
San Diego, CA 92121
Facsimile No. (858) 550-6420

if to the Company:

Robert L. Collins
ECC International Corp.
2001 West Oak Ridge Road
Orlando, FL 32809
Facsimile: (407) 251-9963

with a copy to:

Steven Wolosky, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky LLP
505 Park Avenue
New York, NY 10022
Facsimile: (212) 935-1787

9.10    Cooperation.    The Company agrees to cooperate fully with Parent and to execute and deliver such further documents, certificates, agreements and instruments and to take such other actions as may be reasonably requested by Parent to evidence or reflect the transactions contemplated by this Agreement and to carry out the intent and purposes of this Agreement.

9.11    Severability. In the event that any provision of this Agreement, or the application of any such provision to any Person or set of circumstances, shall be determined to be invalid, unlawful, void or unenforceable to any extent, the remainder of this Agreement, and the application of such provision to Persons or circumstances other than those as to which it is determined to be invalid,

44

unlawful, void or unenforceable, shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law.

9.12    Construction.

(a)   For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.

(b)   The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.

(c)   As used in this Agreement, the words "include" and "including," and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words "without limitation."

(d)   Except as otherwise indicated, all references in this Agreement to "Sections," "Exhibits," "Annexes" and "Schedules" are intended to refer to Sections of this Agreement and Exhibits, Annexes or Schedules to this Agreement.

(e)   The bold-faced headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.

9.13    Safe Harbor Language.

(a)   Notwithstanding anything herein to the contrary, any party to this Agreement (and any director, advisor, employee, Representative, shareholder, member, manager or other agent of any party to this Agreement) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the Transactions and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure; provided however, that such disclosure may not be made to the extent reasonably necessary to comply with any applicable federal or state securities laws; and provided further, that for this purpose, (i) the "tax treatment" of the Transactions means the purported or claimed federal income tax treatment of the Transactions, and (ii) the "tax structure" of the Transactions means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the Transactions.

(b)   For the avoidance of doubt, the parties acknowledge and agree that the tax treatment and tax structure of the Transactions does not include the name of any party to the Transactions or any sensitive business information (including, without limitation, specific information about any party's intellectual property or other proprietary assets) unless such information may be related or relevant to the purported or claimed federal income tax treatment of the Transactions.

45

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

CUBIC CORPORATION
By:	/s/  WILLIAM W. BOYLE
Name:	William W. Boyle
Title:	Vice President and Chief Financial Officer
CDA ACQUISITION CORPORATION
By:	/s/  JOHN D. THOMAS
Name:	John D. Thomas
Title:	Vice President Finance
ECC INTERNATIONAL CORP.
By:	/s/  MELISSA VAN VALKENBURGH
Name:	Melissa Van Valkenburgh
Title:	Chief Financial Officer

46

EXHIBIT A

CERTAIN DEFINITIONS

        For purposes of the Agreement (including this Exhibit A and Annex I):

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

Acquired Corporation Proprietary Asset. "Acquired Corporation Proprietary Asset" shall mean any Proprietary Asset owned by or licensed to any of the Acquired Corporations or otherwise used by any of the Acquired Corporations.

Acquired Corporation Source Code. "Acquired Corporation Source Code" shall mean any source code, or any portion, aspect or segment of any source code, relating to any Acquired Corporation Proprietary Asset.

Acquired Corporations. "Acquired Corporations" shall mean the Company and each of its Subsidiaries, collectively.

Acquisition Proposal. "Acquisition Proposal" shall mean any offer or proposal (other than an offer or proposal made or submitted by Parent) contemplating or otherwise relating to any Acquisition Transaction.

Acquisition Transaction. "Acquisition Transaction" shall mean any transaction or series of transactions involving:

(a)   any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, recapitalization, tender offer, exchange offer or other similar transaction in which any of the Acquired Corporations is a constituent corporation and (i) in which a Person or "group" (as defined in the Exchange Act and the rules promulgated thereunder) of Persons directly or indirectly acquires beneficial or record ownership of securities representing more than 10% of the outstanding securities of any class of voting securities of any of the Acquired Corporations or any surviving entity or (ii) in which any of the Acquired Corporations issues securities representing more than 10% of the outstanding securities of any class of voting securities of any of the Acquired Corporations;

(b)   any sale, lease, exchange, transfer, license, acquisition or disposition of any business or businesses or assets that constitute or account for 10% or more of the consolidated net revenues, net income or assets of any of the Acquired Corporations; or

(c)   any liquidation or dissolution of any of the Acquired Corporations.

Agreement. "Agreement" shall mean the Agreement and Plan of Merger to which this Exhibit A is attached, as it may be amended from time to time.

        AMEX. "AMEX"    shall mean the American Stock Exchange, LLC.

COBRA. "COBRA" shall mean Section 4980B of the Code.

Code. "Code" shall mean the Internal Revenue Code of 1986, as amended.

Company Common Stock. "Company Common Stock" shall mean the common stock, $0.10 par value per share, of the Company.

A-1

Company Disclosure Schedule. "Company Disclosure Schedule" shall mean the disclosure schedule that has been prepared by the Company in accordance with the requirements of Section 9.6 of the Agreement and that has been delivered by the Company to Parent on the date of the Agreement and signed by the President of the Company.

Company Options. "Company Options" shall mean all options to purchase shares of Company Common Stock (whether granted by the Company pursuant to the Company's stock option plans, assumed by the Company in connection with any merger, acquisition or similar transaction or otherwise issued or granted).

Company Preferred Stock. "Company Preferred Stock" shall mean the preferred stock, $0.10 par value per share, of the Company.

Company Stockholders' Meeting. "Company Stockholders' Meeting" shall mean a meeting of the holders of Company Common Stock to vote on the adoption of this Agreement.

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

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

DGCL. "DGCL" shall mean the Delaware General Corporation Law, as amended.

Employee Plan. "Employee Plan" shall mean any salary, bonus, vacation, deferred compensation, incentive compensation, stock purchase, stock option, severance pay, termination pay, death and disability benefits, hospitalization, medical, life or other insurance, flexible benefits, supplemental unemployment benefits, profit-sharing, pension or retirement plan, program or agreement and each other employee benefit plan or arrangement sponsored, maintained, contributed to or required to be contributed to by any of the Acquired Corporations for the benefit of any current or former employee of any of the Acquired Corporations.

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

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

ERISA. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended.

Environmental Law. "Environmental Law" shall mean any federal, state, local or foreign Legal Requirement relating to pollution or protection of human health or the environment (including ambient air, surface water, ground water, land surface or subsurface strata), including any law or regulation relating to emissions, discharges, releases or threatened releases of Materials of Environmental Concern, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern.

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

A-2

Fully Diluted Number of Company Shares. "Fully Diluted Number of Company Shares" shall mean the sum of (i) the aggregate number of shares of capital stock of the Company outstanding immediately prior to the acceptance of shares of Company Common Stock pursuant to the Offer, plus (ii) the aggregate number of shares of capital stock of the Company issuable upon the exercise of any "in the money" option, warrant or other right to acquire capital stock of the Company, or the conversion of any convertible securities, outstanding immediately prior to the acceptance of shares of Company Common Stock pursuant to the Offer. An option or warrant shall be considered "in the money" if the Per Share Amount exceeds the exercise price of such option or warrant.

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

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

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

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

HSR Act. "HSR Act" shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

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

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

        Material Adverse Effect.    An event, violation, inaccuracy, circumstance or other matter will be deemed to have a "Material Adverse Effect" on the Acquired Corporations if such event, violation, inaccuracy, circumstance or other matter (considered together with all other matters that would constitute exceptions to the representations and warranties of the Company set forth in the Agreement, disregarding any "Material Adverse Effect" or other materiality qualifications, or any similar qualifications, in such representations and warranties) had or could reasonably be expected to have a material adverse effect on (i) the business, condition, capitalization, assets, liabilities, operations or financial performance of the Acquired Corporations taken as a whole, (ii) the ability of the Company to consummate the Merger or any of the other transactions contemplated by the Agreement or to perform any of its material obligations under the Agreement, or (iii) Parent's ability to vote, receive

A-3

dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation.

Materials of Environmental Concern. "Materials of Environmental Concern" shall include chemicals, pollutants, contaminants, wastes, toxic substances, petroleum and petroleum products and any other substance that is now or hereafter regulated by any Environmental Law or that is otherwise a danger to health, reproduction or the environment.

NASD. "NASD" shall mean the National Association of Securities Dealers, Inc.

Pension Plan. "Pension Plan" shall mean any employee pension benefit plan (as defined in Section 3(2) of ERISA, or any similar pension benefit plan under the laws of any foreign jurisdiction, whether or not excluded from coverage under specific Titles or Subtitles of ERISA for the benefit of employees or former employees of any of the Acquired Corporations.

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

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

Proxy Statement. "Proxy Statement" shall mean the proxy or information statement of the Company to be sent to the Company's stockholders in connection with the Company Stockholders' Meeting.

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

Required Company Stockholder Vote. "Required Company Stockholder Vote" shall mean the affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders' Meeting.

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

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

Specified Acquisition Transaction. "Specified Acquisition Transaction" shall mean any transaction or series of transactions involving:

(a)   any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, recapitalization, tender offer, exchange offer or other similar transaction in which any of the Acquired Corporations is a constituent corporation and in which a Person or "group" (as defined in the Exchange Act and the rules promulgated thereunder) of Persons directly or indirectly acquires beneficial or record ownership of securities representing more than 50% of the outstanding securities of any class of voting securities of any of the Acquired Corporations or any surviving entity; or

(b)   any sale, lease, exchange, transfer, license, acquisition or disposition of any business or businesses or assets that constitute or account for more than 50% of the consolidated net revenues, net income or assets of any of the Acquired Corporations.

        Subsidiary.    An entity shall be deemed to be a "Subsidiary" of another Person if such Person directly or indirectly owns or purports to own, beneficially or of record, (a) an amount of voting

A-4

securities of other interests in such Entity that is sufficient to enable such Person to elect at least a majority of the members of such Entity's Board of Directors or other governing body, or (b) at least 50% of the outstanding equity or financial interests or such Entity.

Superior Offer. "Superior Offer" shall mean an unsolicited, bona fide written offer made by a third party to purchase all of the outstanding shares of Company Common Stock or all or substantially all of the Company's assets on terms that the Board of Directors of the Company determines, in its reasonable judgment, based upon a written opinion of an independent financial advisor of nationally recognized reputation (it being understood that Imperial Capital, LLC shall be deemed a financial advisor of nationally recognized reputation for purposes of this Agreement), to be more favorable to the Company's stockholders than the terms of the Offer or the Merger; provided, however, that any such offer shall not be deemed to be a "Superior Offer" if any financing required to consummate the transaction contemplated by such offer is not committed and is not reasonably capable of being obtained by such third party.

        Takeover Laws.    "Takeover Laws" means (1) any "moratorium," "control share acquisition," "fair price," "supermajority," "affiliate transactions," or "business combination statute or regulation" or other similar state anti-takeover laws and regulations and (2) Section 203 of the DGCL.

Tax. "Tax" shall mean any tax (including any income tax, franchise tax, capital gains tax, gross receipts tax, value-added tax, surtax, estimated tax, unemployment tax, national health insurance tax, excise tax, ad valorem tax, transfer tax, stamp tax, sales tax, use tax, property tax, business tax, withholding tax or payroll tax), levy, assessment, tariff, duty (including any customs duty), deficiency or fee, and any related charge or amount (including any fine, penalty or interest), imposed, assessed or collected by or under the authority of any Governmental Body.

Tax Return. "Tax Return" shall mean any return (including any information return), report, statement, declaration, estimate, schedule, notice, notification, form, election, certificate or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relating to any Tax.

Transactions. "Transactions" shall mean (a) the execution and delivery of the Agreement, and (b) all of the transactions contemplated by the this Agreement, including the Offer and the Merger.

Triggering Event. A "Triggering Event" shall be deemed to have occurred if: (i) the Board of Directors of the Company shall have failed to recommend that the Company's stockholders accept the Offer and tender their shares of Company Common Stock pursuant to the Offer or vote to adopt the Agreement, or shall have withdrawn or modified in a manner adverse to Parent the Company Board Recommendation; (ii) the Company shall have failed to include in the Schedule 14D-9 the Company Board Recommendation or a statement to the effect that the Board of Directors of the Company has determined and believes that the Offer and the Merger is in the best interests of the Company's stockholders; (iii) the Board of Directors of the Company fails to publicly reaffirm (including, if so requested by Parent, by the issuance of a press release) the Company Board Recommendation, or fails to publicly reaffirm (including, if so requested by Parent, by the issuance of a press release) its determination that the Offer and the Merger is in the best interests of the Company's stockholders, within five business days after Parent requests in writing that such recommendation or determination be reaffirmed; (iv) the Board of Directors of the Company shall have approved, endorsed or recommended any Acquisition Proposal; (v) the Company shall have entered into any letter of intent or similar document or any Contract relating to any Acquisition Proposal; (vi) a tender or exchange offer relating to securities of the Company shall have been commenced and the Company shall not have sent to its securityholders, within ten business days after the commencement of such tender or exchange offer, a statement disclosing that the Company recommends rejection of such tender or exchange offer;

A-5

(vii) any Person or "group" (as defined in the Exchange Act and the rules promulgated thereunder) of Persons directly or indirectly acquires or agrees to acquire, or discloses an intention to acquire, beneficial or record ownership of securities representing more than 10% of the outstanding securities of any class of voting securities of the Company; or (viii) any of the Acquired Corporations or any Representative of any of the Acquired Corporations shall have breached or taken any action inconsistent with any of the provisions set forth in Section 5.3; provided, however, that the failure to provide any notice required to be given pursuant to Section 5.3 shall not constitute a breach of Section 5.3 solely for the purpose of determining whether a Triggering Event has occurred so long as such notice is provided within twenty-four hours of the time specified in Section 5.3.

Welfare Plan. "Welfare Plan" shall mean any employee welfare benefit plan (as defined in Section 3(1) of ERISA or any similar welfare benefit plan under the laws of any foreign jurisdiction, whether or not excluded from coverage under specific Titles or Subtitles of ERISA), for the benefit of any current or former employees or directors of any of the Acquired Corporations.

A-6

ANNEX I

CONDITIONS OF THE OFFER

        Notwithstanding any other provision of the Offer or the Agreement and Plan of Merger to which this Annex I is attached (the "Agreement"), and in addition to (and not in limitation of) Acquisition Sub's rights to extend and amend the Offer (subject to the provisions of the Agreement), and subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) relating to Acquisition Sub's obligation to pay for or return tendered shares after termination of the Offer, Acquisition Sub shall not be required to accept for payment or pay for any shares of Company Common Stock tendered pursuant to the Offer and may terminate the Offer and the Agreement, if (i) the Minimum Condition has not been satisfied, (ii) there shall be in effect any voluntary agreement between Parent and the United States Federal Trade Commission or the United States Department of Justice pursuant to which Parent has agreed not to accept for payment shares of Company Common Stock pursuant to the Offer for any period of time, or (iii) at any time after the date of the Agreement, and before acceptance for payment of any shares of Company Common Stock, Parent shall have determined in its reasonable good faith discretion that any of the following events shall have occurred and be continuing:

(a)   the representations and warranties of the Company contained in the Agreement shall not have been accurate in all material respects as of the date of the Agreement (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) all "Material Adverse Effect" qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of the Agreement shall be disregarded);

(b)   the representations and warranties of the Company contained in the Agreement shall not be accurate in all respects as of the expiration date of the Offer (as such expiration date may be extended in accordance with the terms of the Agreement) as if made on and as of such expiration date, except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and could not reasonably be expected to have, a Material Adverse Effect on the Acquired Corporations; provided, however, that, for purposes of determining the accuracy of such representations and warranties, (i) all "Material Adverse Effect" qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of the Agreement shall be disregarded;

(c)   the Company shall have breached or failed in any material respect to perform or comply with any covenant or obligation that the Company is required to comply with or to perform at or prior to the expiration date of the Offer (as such expiration date may be extended in accordance with the terms of the Agreement);

(d)   since the date of the Agreement, there shall have occurred any Material Adverse Effect on the Acquired Corporations, or any event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, would have a Material Adverse Effect on the Acquired Corporations;

(e)   any material Consent required to be obtained in connection with the Offer, the Merger or the other transactions contemplated by the Agreement (including the Consents identified in Part 3.26(d) of the Company Disclosure Schedule) shall not have been obtained or shall not be in full force and effect;

(f)    Parent and the Company shall not have received each of the following agreements and documents or any of the following agreements or documents shall not be in full force and effect:

I-1

(i) a certificate executed on behalf of the Company by its Chief Executive Officer and Chief Financial Officer confirming that the conditions set forth in paragraphs (a), (b), (c) and (d) of this Annex I have been duly satisfied and (ii) the written resignations of all officers and directors of the Company and its Subsidiaries as and to the extent required by Section 6.8 of the Agreement;

(g)   there shall have been issued by any court of competent jurisdiction and remain in effect any temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Offer or the Merger or there shall have been any action taken, or any Legal Requirement or order promulgated, entered, enforced, enacted, issued or deemed applicable to the Offer or the Merger by any Governmental Entity which directly or indirectly (i) prohibits, or makes illegal, the acceptance for payment of or payment for shares of Company Common Stock or the consummation of the Offer or the Merger, (ii) renders Acquisition Sub unable to accept for payment or pay for some or all of the shares of Company Common Stock, (iii) imposes material limitations on the ability of Parent effectively to exercise full rights of ownership of the shares of Company Common Stock, including the right to vote the shares of Company Common Stock purchased by it on all matters properly presented to the Company's stockholders, (iv) prohibits or imposes any material limitations on Parent's direct or indirect ownership or operation (or that of any of its affiliates) of all or a material portion of their or the Company's businesses or assets, (v) compels Parent or its affiliates to dispose of or hold separate any portion of the business or assets of the Company or Parent and their respective Subsidiaries which would be material in the context of the Company and its subsidiaries taken as a whole, (vi) obliges the Company, Parent or any of their respective Subsidiaries to pay material damages in connection with the transactions contemplated by the Agreement or (vii) which otherwise constitutes a Material Adverse Effect on the Company;

(h)   there shall be pending or threatened any Legal Proceeding in which a Governmental Body is or is threatened to become a party or is otherwise involved, or either Parent or the Company shall have received a communication from any Governmental Body in which such Governmental Body indicates the possibility of commencing any Legal Proceeding or taking any other action, or any other Legal Proceeding shall be pending, in each case: (i) challenging or seeking to restrain or prohibit the consummation of the Offer or the Merger or any of the other transactions contemplated by the Agreement; (ii) relating to the Offer or the Merger and seeking to obtain from Parent or any of the Acquired Corporations, any damages or other relief that may be material to Parent or the Acquired Corporations; (iii) seeking to prohibit or limit in any material respect Parent's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; (iv) that could materially and adversely affect the right of Parent or any of the Acquired Corporations to own the assets or operate the business of the Acquired Corporations; or (v) seeking to compel any of the Acquired Corporations, Parent or any Subsidiary of Parent to dispose of or hold separate any material assets as a result of the Offer or the Merger or any of the other transactions contemplated by the Agreement;

(i)    a Triggering Event shall have occurred;

(j)    the Agreement shall have been terminated in accordance with its terms; or

(k)   in the good faith judgment of Parent, a material adverse difference shall exist between (i) the Acquired Corporations' financial condition or results of operations or cash flows as of or for the fiscal year ended June 30, 2003 as reflected in the unaudited consolidated financial statements of the Acquired Corporations as of and for the fiscal year ended June 30, 2003 delivered by the Company to Parent prior to the date of this Agreement and (ii) the Acquired Corporations' financial condition or results of operations or cash flows as reflected in the Audited

I-2

Consolidated Financial Statements delivered by the Company to Parent in accordance with Section 6.10.

        The foregoing conditions are for the sole benefit of Parent and Acquisition Sub and may be waived by Parent and Acquisition Sub, in whole or in part at any time and from time to time, in the sole discretion of Parent and Acquisition Sub. The failure by Parent or Acquisition Sub at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time.

I-3

EXHIBITS

Exhibit A	—	Certain Definitions
Exhibit B	—	Surviving Corporation Certificate of Incorporation

iv

QuickLinks

AGREEMENT AND PLAN OF MERGER
TABLE OF CONTENTS
AGREEMENT AND PLAN OF MERGER
EXHIBIT A CERTAIN DEFINITIONS
ANNEX I CONDITIONS OF THE OFFER
EXHIBITS

EX-99.D(2)

QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT (d)(2)

STOCKHOLDER TENDER AGREEMENT

THIS STOCKHOLDER TENDER AGREEMENT is entered into as of August 20, 2003, by and between CUBIC CORPORATION, a Delaware corporation ("Parent"), and                         ("Stockholder").

RECITALS

        A.    Parent, CDA Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and ECC International Corp., a Delaware corporation (the "Company"), are entering into an Agreement and Plan of Merger of even date herewith (the "Merger Agreement") which provides (subject to the conditions set forth therein) for the offer by Merger Sub to purchase all outstanding shares of the Company Common Stock and the subsequent merger of Merger Sub with and into the Company (the "Merger"). Capitalized terms not otherwise defined herein shall have the meanings given to them in the Merger Agreement.

        B.    In order to induce Parent and Merger Sub to enter into the Merger Agreement, Stockholder, solely in its capacity as a Stockholder of the Company, is entering into this Stockholder Tender Agreement.

AGREEMENT

        The parties to this Stockholder Tender Agreement, intending to be legally bound, agree as follows:

        SECTION 1.    TENDER AND VOTING OF SHARES

1.1    Agreement to Tender.    Unless Parent shall otherwise request, the Stockholder hereby agrees to tender, and to cause each member of the Stockholder Group to tender, pursuant to and in accordance with the terms of the Offer, the Subject Securities, and agrees that it will not withdraw or permit the withdrawal of the tender of the Subject Securities in response to the Offer as the Offer may be amended from time to time. Within ten (10) business days after commencement of the Offer, the Stockholder shall, and shall cause each member of the Stockholder Group to, (x) deliver to the depository designated in the Offer (i) a letter of transmittal with respect to the Subject Securities complying with the terms of the Offer, (ii) certificates representing the Subject Securities and (iii) all other documents or instruments required to be delivered pursuant to the terms of the Offer, and/or (y) instruct its broker or such other Person who is the holder of record of any Subject Securities beneficially owned by the Stockholder or other member of the Stockholder Group, as applicable, to promptly tender such Subject Securities for exchange in the Offer pursuant to the terms and conditions of the Offer. Provided that the conditions to the Offer are satisfied, or waived by Parent, Parent shall purchase the Subject Securities in accordance with the terms of the Offer.

1.2    Voting.    Stockholder agrees that, during the period from the date of this Stockholder Tender Agreement through the Expiration Date, at any meeting of stockholders of the Company, however called, and in any action by written consent of the stockholders of the Company, Stockholder shall, and shall cause each member of the Stockholder Group to, unless otherwise directed in writing by Parent, vote the Subject Securities or cause the Subject Securities to be voted (to the extent such securities are entitled to be voted) in such Stockholder's, or member of the Stockholder Group's, sole capacity as a stockholder:

(a)   against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement;

1

(b)   against any action or agreement that would cause any provision contained in Section 7 or Annex I of the Merger Agreement to not be satisfied; and

(c)   against the following actions (other than the Offer, the Merger and the transactions contemplated by the Merger Agreement): (i) any Acquisition Proposal; (ii) any change in a majority of the members of the board of directors of the Company, other than any change contemplated by Section 1.3 of the Merger Agreement; or (iii) any other action which is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement or this Stockholder Tender Agreement.

1.3    Proxy; Further Assurances.    Contemporaneously with the execution of this Stockholder Tender Agreement, Stockholder shall, and shall cause each member of the Stockholder Group to, execute and deliver to Parent a proxy in the form attached to this Stockholder Tender Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law, with respect to the shares referred to therein (the "Proxy"). Within ten (10) business days after the execution of this Stockholder Tender Agreement, Stockholder shall, and shall cause each member of the Stockholder Group to, cause to be delivered to Parent an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Company Common Stock that are Owned by the Stockholder or member of the Stockholder Group, as applicable.

        SECTION 2.    TRANSFER OF SUBJECT SECURITIES

2.1    Transferee of Subject Securities to be Bound by this Agreement.    Stockholder agrees that, during the period from the date of this Stockholder Tender Agreement through the Expiration Date, Stockholder shall not, and shall not permit any member of the Stockholder Group to, (i) cause or permit any Transfer of any of the Subject Securities to be effected (other than pursuant to the Offer); (ii) tender any of the Subject Securities to any Person (other than Merger Sub and Parent) or (iii) create or permit to exist any Encumbrance with respect to any Subject Securities (other than Encumbrances which do not affect the right to tender such Subject Securities pursuant to the Offer and Encumbrances which do not affect, directly or indirectly, the right of Parent to vote the Subject Securities as provided herein).

2.2    Transfer of Voting Rights.    Stockholder agrees that, during the period from the date of this Stockholder Tender Agreement through the Expiration Date, Stockholder shall ensure that: (a) none of the Subject Securities are deposited into a voting trust; and (b) no proxy is granted other than pursuant hereto, and no voting agreement or similar agreement is entered into, with respect to any of the Subject Securities.

        SECTION 3.    REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER

        Stockholder hereby represents and warrants to Parent as follows:

3.1    Authorization, etc.     Stockholder has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Stockholder Tender Agreement and the Proxy and to perform its obligations hereunder and thereunder. This Stockholder Tender Agreement and the Proxy have been duly executed and delivered by Stockholder and constitute legal, valid and binding obligations of Stockholder, enforceable against Stockholder in accordance with their terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

3.2    Conflicts or Consents.

(a)   The execution and delivery of this Stockholder Tender Agreement by Stockholder and the Proxy by Stockholder and each member of the Stockholder Group do not, and the

2

performance of this Stockholder Tender Agreement by Stockholder and the Proxy by Stockholder and each member of the Stockholder Group will not: (i) conflict with or violate any law, rule, regulation, order, decree or judgment applicable to Stockholder or any member of the Stockholder Group or by which it, any member of the Stockholder Group, or any of its or their properties is or may be bound or affected; or (ii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any third party (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Encumbrance or restriction on any of the Subject Securities pursuant to, any contract to which Stockholder or any member of the Stockholder Group is a party or by which Stockholder or any member of the Stockholder Group, or any of their respective affiliates or properties is or may be bound or affected.

(b)   The execution and delivery of this Stockholder Tender Agreement by Stockholder and the Proxy by Stockholder and each member of the Stockholder Group do not, and the performance of this Stockholder Tender Agreement by Stockholder and the Proxy by Stockholder and each member of the Stockholder Group will not, require any consent or approval of any Person.

3.3    Title to Securities.    As of the date of this Stockholder Tender Agreement: (a) Stockholder and each member of the Stockholder Group holds of record (free and clear of any Encumbrances or restrictions except as specifically disclosed on the signature page hereof) the number of outstanding shares of Company Common Stock set forth under the heading "Shares Held of Record" on the signature page hereof; (b) Stockholder and each member of the Stockholder Group holds (free and clear of any Encumbrances or restrictions except as specifically disclosed on the signature page hereof) the options, warrants and other rights to acquire shares of Company Common Stock set forth under the heading "Options, Warrants and Other Rights" on the signature page hereof; (c) Stockholder and each member of the Stockholder Group Owns the additional securities of the Company set forth under the heading "Additional Securities Beneficially Owned" on the signature page hereof; and (d) neither Stockholder nor any member of the Stockholder Group directly or indirectly Owns any shares of Company Common Stock or other securities of the Company, or any option, warrant or other right to acquire (by purchase, conversion or otherwise) any shares of Company Common Stock or other securities of the Company, other than the shares and options, warrants and other rights set forth on the signature page hereof.

        SECTION 4.    MISCELLANEOUS

4.1    Survival of Representations, Warranties and Agreements.    All representations, warranties, covenants and agreements made by Stockholder in this Stockholder Tender Agreement shall survive until the Expiration Date.

4.2    Expenses.    All costs and expenses incurred in connection with the transactions contemplated by this Stockholder Tender Agreement shall be paid solely by the party incurring such costs and expenses.

4.3    Notices.    Any notice or other communication required or permitted to be delivered to any party under this Stockholder Tender Agreement shall be in writing and shall be deemed properly delivered, given and received when actually delivered (by hand, by registered mail, by courier or express delivery service or by facsimile) to the address or facsimile telephone number

3

set forth beneath the name of such party below (or to such other address or facsimile telephone number as such party shall have specified in a written notice given to the other parties hereto):

if to Parent:

John D. Thomas
Cubic Corporation
9333 Balboa Avenue
San Diego, CA 92123-1592
Facsimile No. (858) 277-1878

with copies to:

William L. Hoese
Cubic Corporation
9333 Balboa Avenue
San Diego, CA 92123-1592
Facsimile No. (858) 277-1878

Barbara L. Borden, Esq.
Cooley Godward llp
4401 Eastgate Mall
San Diego, CA 92121
Facsimile No. (858) 550-6420

if to the Stockholder:

at the address set forth below Stockholder's signature on the signature page hereof.

4.4    Waiver of Appraisal Rights.    Stockholder, for and on behalf of itself and for each member of the Stockholder Group, hereby irrevocably and unconditionally waives, and agrees to cause to be waived and to prevent the exercise of, any rights of appraisal, any dissenters' rights (including under Section 262 of the Delaware General Corporation Law) and any similar rights relating to the Merger or any related transaction that Stockholder or any other Person may have by virtue of the ownership of any outstanding shares of Company Common Stock Owned by Stockholder or any member of the Stockholder Group.

4.5    No Solicitation.    Subject to Section 4.16, Stockholder agrees that, during the period from the date of this Stockholder Tender Agreement through the Expiration Date, Stockholder shall not, directly or indirectly, and shall ensure that such Stockholder's Representatives and each member of the Stockholder Group and their respective Representatives do not, directly or indirectly: (i) solicit, initiate, encourage or induce the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal; (ii) furnish any information regarding the Company or any Subsidiary of the Company to any Person in connection with or in response to an Acquisition Proposal; or (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal. Stockholder shall immediately cease and discontinue, and Stockholder shall ensure that such Stockholder's Representatives and each member of the Stockholder Group and their respective Representatives immediately cease and discontinue, any existing discussions with any Person that relate to any Acquisition Proposal.

4.6    Severability.    If any provision of this Stockholder Tender Agreement or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent, (b) the invalidity or unenforceability of such provision or part thereof

4

under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (c) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of this Stockholder Tender Agreement. Each provision of this Stockholder Tender Agreement is separable from every other provision of this Stockholder Tender Agreement, and each part of each provision of this Stockholder Tender Agreement is separable from every other part of such provision.

4.7    Entire Agreement.    This Stockholder Tender Agreement, the Proxy and any other documents delivered by the parties in connection herewith constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings between the parties with respect thereto. No addition to or modification of any provision of this Stockholder Tender Agreement shall be binding upon either party unless made in writing and signed by both parties.

4.8    Assignment; Binding Effect.    Except as provided herein, neither this Stockholder Tender Agreement nor any of the interests or obligations hereunder may be assigned or delegated by Stockholder or Parent without the prior written consent of the non-assigning party, and any attempted or purported assignment or delegation of any of such interests or obligations shall be void. Subject to the preceding sentence, this Stockholder Tender Agreement shall be binding upon, and inure to the benefit of, Stockholder and Stockholder's heirs, estate, executors, personal representatives, successors and assigns (as the case may be), and shall be binding upon, and inure to the benefit of, Parent and its successors and assigns. Without limiting any of the restrictions set forth in Section 2 or elsewhere in this Stockholder Tender Agreement, this Stockholder Tender Agreement shall be binding upon any Person to whom any Subject Securities are Transferred. Nothing in this Stockholder Tender Agreement is intended to confer on any Person (other than Parent and its successors and assigns) any rights or remedies of any nature.

4.9    Specific Performance.    The parties agree that irreparable damage would occur in the event that any provision of this Stockholder Tender Agreement or the Proxy was, or is, not performed in accordance with its specific terms or was, or is, otherwise breached. Stockholder agrees that, in the event of any breach or threatened breach by Stockholder of any covenant or obligation contained in this Stockholder Tender Agreement or in the Proxy, Parent shall be entitled (in addition to any other remedy that may be available to it, including monetary damages) to (a) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation, and (b) an ex-parte temporary restraining order, a preliminary injunction and a permanent injunction restraining such breach or threatened breach. Stockholder further agrees that neither Parent nor any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.9, and Stockholder irrevocably waives any right he may have to require the obtaining, furnishing or posting of any such bond or similar instrument.

4.10    Non-Exclusivity.    The rights and remedies of Parent under this Stockholder Tender Agreement are not exclusive of or limited by any other rights or remedies which it may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative). Without limiting the generality of the foregoing, the rights and remedies of Parent under this Stockholder Tender Agreement, and the obligations and liabilities of Stockholder under this Stockholder Tender Agreement, are in addition to their respective rights, remedies, obligations and liabilities under common law requirements and under all applicable statutes, rules and regulations. Nothing in this Stockholder Tender Agreement shall limit any of Stockholder's obligations, or the rights or remedies of Parent, under any agreement between Parent and

5

Stockholder; and nothing in any such agreement shall limit any of Stockholder's obligations, or any of the rights or remedies of Parent, under this Stockholder Tender Agreement.

4.11    Governing Law; Venue.

(a)   This Stockholder Tender Agreement and the Proxy shall be construed in accordance with, and governed in all respects by, the laws of the State of Delaware (without giving effect to principles of conflicts of laws).

(b)   Any legal action or other legal proceeding relating to this Stockholder Tender Agreement or the Proxy or the enforcement of any provision of this Stockholder Tender Agreement or the Proxy shall only be brought or otherwise commenced in any state or federal court located in the State of Delaware. Stockholder and Parent each:

(i)    expressly and irrevocably consent and submit to the exclusive jurisdiction of each state and federal court located in the State of Delaware (and each appellate court located in the State of Delaware), in connection with any such legal proceeding;

(ii)   agree that service of any process, summons, notice or document by U.S. mail addressed to such Person at the address set forth in Section 4.3 shall constitute effective service of such process, summons, notice or document for purposes of any such legal proceeding;

(iii) agree that each state and federal court located in the State of Delaware, shall be deemed to be a convenient forum; and

(iv)  agrees not to assert (by way of motion, as a defense or otherwise), in any such legal proceeding commenced in any state or federal court located in the State of Delaware, any claim by either Stockholder or Parent that it is not subject personally to the jurisdiction of such court, that such legal proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that this Stockholder Tender Agreement or the subject matter of this Stockholder Tender Agreement may not be enforced in or by such court.

(c)   STOCKHOLDER AND PARENT IRREVOCABLY WAIVE THE RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LEGAL PROCEEDING RELATING TO THIS STOCKHOLDER TENDER AGREEMENT OR THE PROXY OR THE ENFORCEMENT OF ANY PROVISION OF THIS STOCKHOLDER TENDER AGREEMENT OR THE PROXY.

4.12    Counterparts.    This Stockholder Tender Agreement may be executed by the parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

4.13    Captions.    The captions contained in this Stockholder Tender Agreement are for convenience of reference only, shall not be deemed to be a part of this Stockholder Tender Agreement and shall not be referred to in connection with the construction or interpretation of this Stockholder Tender Agreement.

4.14    Waiver.    No failure on the part of Parent to exercise any power, right, privilege or remedy under this Stockholder Tender Agreement, and no delay on the part of Parent in exercising any power, right, privilege or remedy under this Stockholder Tender Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. Parent shall not be deemed to have waived any claim available to Parent arising out of this Stockholder Tender Agreement, or any power, right, privilege or remedy of Parent under this Stockholder Tender Agreement, unless the waiver of such claim,

6

power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of Parent; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

4.15    Construction.

(a)   For purposes of this Stockholder Tender Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.

(b)   The parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Stockholder Tender Agreement.

(c)   As used in this Stockholder Tender Agreement, the words "include" and "including," and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words "without limitation."

(d)   Except as otherwise indicated, all references in this Stockholder Tender Agreement to "Sections" and "Exhibits" are intended to refer to Sections of this Stockholder Tender Agreement and Exhibits to this Stockholder Tender Agreement.

4.16    Stockholder Capacity.    No person executing this Stockholder Tender Agreement who is a director or officer of the Company makes any agreement or understanding herein in his capacity as such director or officer. Without limiting the generality of the foregoing, Stockholder executes this Stockholder Tender Agreement solely in its capacity as Owner of Subject Securities and nothing herein shall limit or affect any actions taken by Stockholder in its capacity as an officer or director of the Company in exercising the Company's rights under the Merger Agreement or in performing such Stockholder's fiduciary obligations in his capacity as a director or officer of the Company, provided, that no obligation of Stockholder to the Company as an officer or director of the Company shall affect, impair or impede Stockholder's obligations under this Stockholder Tender Agreement including the obligation to vote the Subject Securities in accordance with Section 1.2 hereof.

4.17    Obligation to Exercise Options.    The Stockholder shall not be required to exercise options, warrants or other rights to acquire shares of Company Common Stock that are vested as of the date of this Stockholder Tender Agreement or that become vested prior to the Offer Acceptance Time and that are held by Stockholder or any member of the Stockholder Group (the "Subject Options"); provided, however, the Stockholder hereby covenants and agrees, to immediately exercise, and to cause each member of the Stockholder Group to immediately exercise, all Subject Options and immediately tender all Company Common Stock received upon such exercise if (x) the number of Shares validly tendered and not withdrawn in accordance with the terms of the Offer two business days prior to the expiration date of the Offer (as it may be extended from time to time), together with the Shares then owned by Parent and Merger Sub (if any) (the "Tendered Shares"), do not satisfy the Minimum Condition, and (y) the aggregate number of shares of Company Common Stock issuable upon exercise of the Subject Options Owned collectively by the officers, directors and stockholders of the Company who are parties to Stockholder Tender Agreements, together with the Tendered Shares, would satisfy the Minimum Condition. Notwithstanding anything in this Section 4.17 to the contrary, the Stockholder shall not be required to exercise any Subject Option unless the Subject Option is considered to be "in the money." A Subject Option shall be considered to be "in the money" if the Per Share Amount exceeds the exercise price of such Subject Option.

7

        SECTION 5.    CERTAIN DEFINITIONS

        For purposes of this Stockholder Tender Agreement:

(a)   "Company Common Stock" shall mean the common stock, par value $.0.10 per share, of the Company.

(b)   "Expiration Date" shall mean the earlier of (i) the date upon which the Merger Agreement is terminated, or (ii) the Offer Acceptance Time.

(c)   Stockholder shall be deemed to "Own" or to have acquired "Ownership" of a security if Stockholder is the: (i) record owner of such security; or (ii) "beneficial owner" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of such security.

(d)   "Stockholder Group" shall mean each Person controlled by the Stockholder of any affiliate or associate thereof controlled by the Stockholder, other than the Company and its Subsidiaries.

(e)   "Subject Securities" shall mean: (i) all securities of the Company (including all shares of Company Common Stock and all options, warrants and other rights to acquire shares of Company Common Stock) Owned by Stockholder or any member of the Stockholder Group as of the date of this Agreement; and (ii) all additional securities of the Company (including all additional shares of Company Common Stock and all additional options, warrants and other rights to acquire shares of Company Common Stock) of which Stockholder or any member of the Stockholder Group acquires Ownership during the period from the date of this Agreement through the Expiration Date.

        A Person shall be deemed to have effected a "Transfer" of a security if such Person directly or indirectly: (i) sells, pledges, encumbers, grants an option with respect to, transfers or disposes of such security or any interest in such security; (ii) enters into an agreement or commitment contemplating the possible sale of, pledge of, encumbrance of, grant of an option with respect to, transfer of or disposition of such security or any interest therein; or (iii) reduces such Person's beneficial ownership interest in or risk relating to any such security.

[SIGNATURE PAGE TO FOLLOW]

8

IN WITNESS WHEREOF, Parent and Stockholder have caused this Stockholder Tender Agreement to be executed as of the date first written above.

CUBIC CORPORATION

By:

Name:

Address:

Facsimile:

Shares Held of Record Options, Warrants and Other Rights Additional Securities Beneficially Owned

9

IRREVOCABLE PROXY

        The undersigned stockholder of ECC INTERNATIONAL CORP., a Delaware corporation (the "Company"), hereby irrevocably (to the fullest extent permitted by law) appoints William W. Boyle, John D. Thomas and CUBIC CORPORATION, a Delaware corporation ("Parent"), and each of them, the attorneys and proxies of the undersigned with full power of substitution and resubstitution, to the full extent of the undersigned's rights with respect to (i) the outstanding shares of Company Common Stock or other securities of the Company owned of record by the undersigned as of the date of this proxy, which securities are specified on the final page of this proxy, and (ii) any and all other shares of Company Common Stock or other securities of the Company which the undersigned may acquire on or after the date hereof. (The shares of the Company Common Stock or other securities of the Company referred to in clauses "(i)" and "(ii)" of the immediately preceding sentence are collectively referred to in this proxy as the "Shares"). Upon the execution hereof, all prior proxies given by the undersigned with respect to any of the Shares are hereby revoked, and the undersigned agrees that no subsequent proxies will be given with respect to any of the Shares.

        This proxy is irrevocable, is coupled with an interest and is granted in connection with the Stockholder Tender Agreement, dated as of the date hereof, between Parent and the undersigned (the "Stockholder Tender Agreement"), and is granted in consideration of Parent entering into the Agreement and Plan of Merger and Reorganization, dated as of the date hereof, among Parent, CDA Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent, and the Company (the "Merger Agreement"). Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Stockholder Tender Agreement.

        The proxies named above will be empowered, and may exercise this proxy, to vote the Shares at any meeting of the stockholders of the Company, however called, and in any action by written consent of the stockholders of the Company at any time until the earlier to occur of (i) the termination of the Merger Agreement, or (ii) the Offer Acceptance Time:

(i)  against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement;

(ii)  against any action or agreement that would cause any provision contained in Section 7 or Annex I of the Merger Agreement to not be satisfied; and

(iii)  against the following actions (other than the Offer, the Merger and the transactions contemplated by the Merger Agreement): (A) any Acquisition Proposal (B) any change in a majority of the members of the board of directors of the Company, other than any change contemplated by Section 1.3 of the Merger Agreement; or (C) any other action which is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement or this Stockholder Tender Agreement.

        The undersigned may vote the Shares on all other matters.

        This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the undersigned (including any transferee of any of the Shares).

        If any provision of this proxy or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent, (b) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (c) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the

validity or enforceability of any other provision of this proxy. Each provision of this proxy is separable from every other provision of this proxy, and each part of each provision of this proxy is separable from every other part of such provision.

        This proxy shall terminate upon the earlier of the termination of the Merger Agreement and the Offer Acceptance Time.

Dated: August 20, 2003

[Name of Stockholder]

[Address]

[Fax Number]

Number of shares of common stock of the Company owned of record or beneficially as of the date of this irrevocable proxy:

QuickLinks

STOCKHOLDER TENDER AGREEMENT

EX-99.D(3)

EXHIBIT (d)(3)

June 20, 2003

CONFIDENTIAL

Mr. John D. Thomas
Vice President Finance/Treasurer
Cubic Corporation
9333 Balboa Avenue
San Diego, CA 92123

Dear Mr. Thomas:

In connection with a possible transaction (the "Transaction") between Cubic Corporation and its affiliates (collectively, the "Recipient") and ECC International Corp. and subsidiaries (collectively, the "Disclosing Party"), the Disclosing Party is prepared to disclose to the Recipient certain information which is non-public, confidential or proprietary in nature (the "Evaluation Material").

        By execution of this letter agreement (the "Agreement"), the Recipient agrees to treat all Evaluation Material provided by the Disclosing Party confidentially and to observe the terms and conditions set forth herein. For purposes of this Agreement, Evaluation Material shall include all information (whether written or oral), regardless of the form in which it is communicated or maintained, that contains or otherwise reflects information concerning the Disclosing Party that the Recipient or its Representatives (as defined below) may be provided by or on behalf of the Disclosing Party in the course of the evaluation of a possible Transaction. The term "Evaluation Material" shall include all reports, analyses, studies, compilations, forecasts, notes or other information that are based on, contain or reflect any Evaluation Material ("Notes"). The Recipient shall not be required to maintain the confidentiality and may use those portions of the Evaluation Material that (i) become generally available to the public other than as result of a disclosure by the Recipient of any of its Representatives (but only with respect to the period after which such information becomes publicly available; (ii) were available to the Recipient on a non-confidential basis prior to the disclosure of such Evaluation Material to the Recipient pursuant to this Agreement, provided that the source of such information was not known by the Recipient or any of its Representatives after due inquiry to be bound by a confidentiality agreement or other obligation of secrecy with the Disclosing Party or any of its affiliates with respect to such material; or (iii) become available on a non-confidential basis from a source other than the Disclosing Party or any of its employees, officers, directors, agents, advisors or representatives provided that the source of such information was not known by the Recipient or any of its Representatives after due Inquiry to be bound by a confidentiality agreement with the Disclosing Party or any of its affiliates with respect to such material.

        The Recipient hereby acknowledges that the Evaluation Material is being furnished in consideration of its agreement that prior to the earlier of (i) the second anniversary of the date of this letter and (ii) the execution by the Recipient and the Disclosing Party of a definitive and binding agreement relating to a possible transaction (the "Period"), the Recipient, without the prior written consent of the Disclosing Party, will not, in any manner, whether publicly or otherwise, directly or indirectly (nor will the Recipient in any way assist, finance, influence or encourage any other person or entity, whether publicly or otherwise, directly or indirectly to), initiate, make, effect, cause or seek, offer or propose to initiate or participate in or take a position with respect to; (i) any acquisition of any securities of the Disclosing Party or beneficial ownership (as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "1934 Act")) thereof in excess of 5% of the outstanding securities of the Disclosing Party; (ii) any tender or exchange offer, merger or other business combination involving the Disclosing Party; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Disclosing Party; (iv) any "solicitation" of "proxies" (as such terms are used in the rules of the Securities and Exchange Commission) or consents which relate in any way to any shares of Common Stock or other securities of

the Disclosing Party, whether before or after the formal commencement of any such solicitation; (v) advising or influencing any person or entity with respect to the voting of, or the giving or withholding of any consents with respect to, any shares of Common Stock or other securities of the Disclosing Party; (vi) calling, or seeking to call, a meeting of the Disclosing Party's shareholders or executing any written consent or initiating or continuing any shareholder proposal for action by shareholders of the Disclosing Party; (vii) otherwise acting, alone or in consort with others, to seek to acquire control of the Disclosing Party or influence the Board, management or policies of the Disclosing Party; (viii) bringing any action or otherwise acting to contest the validity of this paragraph of this letter or seeking a release of the restrictions contained in this paragraph; (ix) any formation of a "group" within the meaning of Section 13(d)(3) or Section 14(d)(2) of, or Rule 13d-5 under, the 1934 Act, with respect to securities of the Disclosing Party; (x) any action which would at any time require the Disclosing Party or any of its affiliates to make a public announcement regarding any of the foregoing; (xi) any disclosure of any intention, plan or arrangement inconsistent with any of the foregoing or (xii) any discussions, arrangements, understandings, agreements or proposals with any person or entity with respect to any of the foregoing. The Recipient also agrees that, during the Period, it will not request the Disclosing Party or any of its Representatives, directly or indirectly, to amend or waive any provision of this paragraph (including this sentence). If at the time of this letter the Recipient or any of its Representatives is engaged in any of the foregoing, it agrees to promptly cease or withdraw any such action.

        The Recipient agrees that it will not use the Evaluation Material for any purpose other than determining whether it wishes to enter into a Transaction. The Recipient agrees not to disclose or allow disclosure to others of any Evaluation Material; except that, the Recipient may disclose Evaluation Material to its directors, officers, employees, affiliates or representatives including financial advisors, attorneys or accountants (hereinafter, "Representatives"), to the extent necessary to permit such Representatives to assist in making the determination referred to in the prior sentence (it being understood that such Representatives shall be informed of the confidential nature of such information and shall agree to treat such information confidentially), provided, however, that the Recipient shall be responsible for any breach of this Agreement by any of its Representatives.

        The Recipient agrees that for a period of twelve (24) months from the date of the signing of this Agreement, the Recipient and its affiliates will not, as a result of knowledge or information obtained from the Evaluation Material or in connection with a possible Transaction; (i) divert or attempt to divert any business or customer of the Disclosing Party or any of its affiliates; and (ii) without the Disclosing Party's prior written consent, it will not solicit for employment or hire any person who is now employed by the Disclosing Party at the manager level or above, or any who is considered to be a key employee. The Recipient may however, make use of the general solicitation advertisements, employment agencies and search firms and may respond to unsolicited inquires from such person. The Recipient hereby agrees that at no time shall it or its Representatives contact any employees of the Disclosing Party in connection with the possible transaction with the Disclosing Party other than the officers and employees of the Disclosing Party designated by the Disclosing Party for that purpose. Notwithstanding the foregoing, the Disclosing Party acknowledges that the Recipient will continue to compete with the Disclosing Party with respect to contracts that may be included in the Evaluation Materials.

        In addition, the Recipient will not make any disclosure to any person other than its Representatives that it is having or has had discussions concerning a Transaction, that it has received Evaluation Material or that it is considering a possible Transaction; provided that the Recipient may make such disclosure if it has received the opinion of counsel that such disclosure must be made in order that the Recipient not commit a violation of law and, prior to such disclosure, it promptly advises and consults with the Disclosing Party and its legal counsel concerning the information proposed to be disclosed.

        Although the Disclosing Party has endeavored to include in the Evaluation Material information known to it which it believes to be relevant for the purpose set forth herein, neither the Disclosing Party nor any of its affiliates, agents, advisors or representatives (i) have made or make any

representation or warranty, expressed or implied, as to the accuracy or completeness of the Evaluation Material or (ii) shall have any liability whatsoever to the Recipient or its Representatives relating to or resulting from the use of the Evaluation Material or any errors therein or omissions therefrom.

        The Disclosing Party acknowledges that the members of its negotiating team who have a need to know about the existence, status or terms of our discussions (collectively, "Company Representatives") are aware that public disclosure of material non-public information may under certain circumstances be prohibited under federal securities laws. The Disclosing Party agrees that neither it nor any Company Representative will, without the Recipient's prior written consent, disclose to any person other than the Disclosing Party's directors, officers, employees and agents who have a need to know (including without limitation legal counsel and financial advisors) that we are engaged in discussions or negotiations concerning a possible Transaction.

        In the event that the Recipient or anyone to whom the Recipient transmits any Evaluation Material in accordance with this Agreement is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any Evaluation Material, the Recipient will give the Disclosing Party prompt written notice of such request or requirement so that the Disclosing Party may seek an appropriate protective order or other remedy and/or waive compliance with the provisions of this Agreement, and the Recipient will cooperate with the Disclosing Party to obtain such protective order. In the event that such protective order or other remedy is not obtained or the Disclosing Party waives compliance with the relevant provisions of this Agreement, the Recipient (or such other persons to whom such request is directed) will furnish only the portion of the Evaluation Material which, in the opinion of counsel, is legally required to be disclosed.

        If the Recipient decides that it does not wish to proceed with a Transaction, it will promptly notify the Disclosing Party of that decision. In that case, or if the Disclosing Party shall elect at any time to terminate further access to the Evaluation Material for any reason, the Recipient will promptly redeliver to the Disclosing Party all copies of the Evaluation Material and any other written material whatsoever prepared based on the information in the Evaluation Material, and destroy all Notes. Notwithstanding the return or destruction of the Evaluation Material and Notes, the Recipient and its Representatives will continue to be bound by its obligations of confidentiality. At the Disclosing Party's request written confirmation that all material has been returned or destroyed will be provided.

        Each party hereto agrees that unless and until a definitive agreement or binding letter of intent between the Recipient and the Disclosing Party with respect to any Transaction has been executed and delivered, neither party will be under any legal obligation of any kind whatsoever with respect to such Transaction.

        Each Recipient agrees that money damages may not be sufficient remedy for any breach of this Agreement by it or its Representatives, that in addition to all other remedies, the Disclosing Party may be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach.

        All modifications of, waivers of and amendments to this Agreement or any part hereof must be in writing signed by both the Disclosing Party and the Recipient.

        It is further understood and agreed that no failure or delay by the Disclosing Party or the Recipient in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder.

        All issues and questions concerning the construction, validity and enforcement of this Agreement shall be governed by the laws of Delaware without giving effect to any choice of laws or conflict of law rules or provisions. Each of the Recipient and the Disclosing Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any State or Federal court sitting in Dover, Delaware over any suit, action or proceeding arising out of or relating to this letter.

        In the event that any provision or portion of this letter is determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this letter shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.

        If you are in agreement with the foregoing, please so indicate by signing, dating and returning one copy of this Agreement, which will constitute our agreement with respect to the matters set forth herein.

Agreed and Accepted to:
ECC INTERNATIONAL CORP.		Cubic Corporation
By:		By:	/s/  JOHN D. THOMAS
	James Garrett Chief Executive Officer		John D. Thomas VP Finance/Treasurer 6/20/03

EX-99.D(4)

EXHIBIT (d)(4)

John D. Thomas
Vice President Finance/Treasurer

July 28, 2003

CONFIDENTIAL

Mr. Robert L. Collins
ECC International, Inc.
2001 West Oak Ridge Road
Orlando, FL 32809

RE:

INDICATION OF INTEREST
EXTENSION OF TIME

Dear Robert:

On June 26, 2003, Cubic and ECC entered into an Indication of Interest letter agreement. The second paragraph of that letter referred in Line 5 to a period of exclusivity in our arrangements which would last until August 1, 2003.

As you know, we have been diligently pursuing our due diligence investigation, but it will not be complete by August 1, 2003. We have discussed mutually continuing the period of exclusivity to August 8, 2003, and we have agreed to do so.

Therefore, this will confirm that the Representatives and ECC hereby agree with Cubic that the date of August 8, 2003, shall be substituted in Line 5 of the second paragraph of the letter of June 26, 2003, for the date of August 1, 2003.

Best regards,
/s/  JOHN D. THOMAS     John D. Thomas Vice President Finance and Treasurer
Agreed to on behalf of ECC International, Inc., and its directors and executive officers:
/s/  ROBERT L. COLLINS	July 30, 2003
Robert L. Collins Chief Executive Officer ECC International, Inc.

9333 Balboa Ave., San Diego, CA 92123 • P.O. Box 85587, San Diego, CA 92186-5587
858-505-2989 • Fax 858-505-1548 • Email: jay.thomas@cubic.com
www.cubic.com • American Stock Exchange Symbol: CUB

August 6, 2003

CONFIDENTIAL

Mr. Robert L. Collins
ECC International, Inc.
2001 West Oak Ridge Road
Orlando, FL 32809

Re:

Indication of Interest
Extension of Time

Dear Robert:

On June 26, 2003 Cubic and ECC entered into an Indication of Interest letter agreement. The second paragraph of that letter referred, in line 5, to a period of exclusivity in our arrangements which would last until August 1, 2003. On July 28, 2003 we extended that time period to August 8, 2003.

As you know, we have been diligently pursuing our due diligence investigation, but it will not be complete by August 8th. We have discussed mutually continuing the period of exclusivity to August 15th, and we have agreed to do so.

Therefore, this will confirm that the Representatives and ECC hereby agree with Cubic that the date of August 15, 2003 shall be substituted in line 5 of the second paragraph of the letter of June 26, 2003 for the date of August 8, 2003.

Best regards,
/s/  JOHN D. THOMAS     John Thomas Vice President, Finance
Agreed to on behalf of ECC International, Inc. and its directors and executive officers:
/s/  ROBERT L. COLLINS	August 8, 2003
Robert L. Collins Chief Executive Officer ECC International, Inc.

9333 Balboa Ave., San Diego, CA 92123 • P.O. Box 85587, San Diego, CA 92186-5587
858-277-6780 • Fax 858-277-1878
www.cubic.com • American Stock Exchange Symbol: CUB

August 6, 2003

CONFIDENTIAL

Mr. Robert L. Collins
ECC International, Inc.
2001 West Oak Ridge Road
Orlando, FL 32809

Re:

Indication of Interest
Extension of Time

Dear Robert:

On June 26, 2003 Cubic and ECC entered into an Indication of Interest letter agreement. The second paragraph of that letter referred, in line 5, to a period of exclusivity in our arrangements which would last until August 1, 2003. On July 28, 2003 we extended that time period to August 8, 2003.

As you know, we have been diligently pursuing our due diligence investigation, but it will not be complete by August 8th. We have discussed mutually continuing the period of exclusivity to August 20th, and we have agreed to do so.

Therefore, this will confirm that the Representatives and ECC hereby agree with Cubic that the date of August 15, 2003 shall be substituted in line 5 of the second paragraph of the letter of June 26, 2003 for the date of August 8, 2003.

Best regards,
/s/  JOHN D. THOMAS     John Thomas Vice President, Finance
Agreed to on behalf of ECC International, Inc. and its directors and executive officers:
/s/  ROBERT L. COLLINS	August 8, 2003
Robert L. Collins Chief Executive Officer ECC International, Inc.

9333 Balboa Ave., San Diego, CA 92123 • P.O. Box 85587, San Diego, CA 92186-5587
858-277-6780 • Fax 858-277-1878
www.cubic.com • American Stock Exchange Symbol: CUB